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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-2819853
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
Identification No.)
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111 McInnis Parkway,
San Rafael, California
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94903
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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ITEM 1.
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FINANCIAL STATEMENTS
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Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
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2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
License and other
|
$
|
320.5
|
|
|
$
|
297.5
|
|
|
$
|
987.1
|
|
|
$
|
934.2
|
|
Subscription
|
297.5
|
|
|
257.7
|
|
|
860.5
|
|
|
753.1
|
|
||||
Total net revenue
|
618.0
|
|
|
555.2
|
|
|
1,847.6
|
|
|
1,687.3
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of license and other revenue
|
51.9
|
|
|
43.4
|
|
|
154.6
|
|
|
130.6
|
|
||||
Cost of subscription revenue
|
34.1
|
|
|
23.7
|
|
|
98.0
|
|
|
71.8
|
|
||||
Total cost of revenue
|
86.0
|
|
|
67.1
|
|
|
252.6
|
|
|
202.4
|
|
||||
Gross profit
|
532.0
|
|
|
488.1
|
|
|
1,595.0
|
|
|
1,484.9
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Marketing and sales
|
245.1
|
|
|
203.4
|
|
|
708.1
|
|
|
610.3
|
|
||||
Research and development
|
183.9
|
|
|
149.0
|
|
|
533.7
|
|
|
448.7
|
|
||||
General and administrative
|
78.9
|
|
|
55.8
|
|
|
212.9
|
|
|
158.8
|
|
||||
Amortization of purchased intangibles
|
9.5
|
|
|
7.4
|
|
|
30.5
|
|
|
27.5
|
|
||||
Restructuring charges, net
|
—
|
|
|
4.4
|
|
|
3.1
|
|
|
6.5
|
|
||||
Total operating expenses
|
517.4
|
|
|
420.0
|
|
|
1,488.3
|
|
|
1,251.8
|
|
||||
Income from operations
|
14.6
|
|
|
68.1
|
|
|
106.7
|
|
|
233.1
|
|
||||
Interest and ot
her (expense) income, ne
t
|
(3.0
|
)
|
|
1.1
|
|
|
(16.6
|
)
|
|
(9.5
|
)
|
||||
Income before income taxes
|
11.6
|
|
|
69.2
|
|
|
90.1
|
|
|
223.6
|
|
||||
Provision for income taxes
|
(0.9
|
)
|
|
(11.6
|
)
|
|
(19.8
|
)
|
|
(48.7
|
)
|
||||
Net income
|
$
|
10.7
|
|
|
$
|
57.6
|
|
|
$
|
70.3
|
|
|
$
|
174.9
|
|
Basic net income per share
|
$
|
0.05
|
|
|
$
|
0.26
|
|
|
$
|
0.31
|
|
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$
|
0.78
|
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Diluted net income per share
|
$
|
0.05
|
|
|
$
|
0.25
|
|
|
$
|
0.30
|
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$
|
0.77
|
|
Weighted average shares used in computing basic net income per share
|
226.9
|
|
|
223.1
|
|
|
227.1
|
|
|
223.4
|
|
||||
Weighted average shares used in computing diluted net income per share
|
231.5
|
|
|
227.7
|
|
|
231.9
|
|
|
228.6
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
$
|
10.7
|
|
|
$
|
57.6
|
|
|
$
|
70.3
|
|
|
$
|
174.9
|
|
Other comprehensive income, net of reclassifications:
|
|
|
|
|
|
|
|
||||||||
Net gain (loss) on derivative instruments (net of tax effect of $0.5, $0.3, ($0.6) and $0.5)
|
21.1
|
|
|
(6.5
|
)
|
|
19.6
|
|
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(1.6
|
)
|
||||
Change in net unrealized (loss) gain on available-for-sale securities (net of tax effect of $0.7, ($0.2), $0.7 and ($0.2))
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(0.5
|
)
|
|
0.6
|
|
|
(2.1
|
)
|
|
(0.3
|
)
|
||||
Net change in cumulative foreign currency translation (loss) gain (net of tax effect of $3.4, ($1.0), $2.9 and $1.0)
|
(24.2
|
)
|
|
9.3
|
|
|
(18.2
|
)
|
|
3.5
|
|
||||
Total other comprehensive (loss) gain
|
(3.6
|
)
|
|
3.4
|
|
|
(0.7
|
)
|
|
1.6
|
|
||||
Total comprehensive income
|
$
|
7.1
|
|
|
$
|
61.0
|
|
|
$
|
69.6
|
|
|
$
|
176.5
|
|
|
October 31, 2014
|
|
January 31, 2014
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,345.0
|
|
|
$
|
1,853.0
|
|
Marketable securities
|
556.4
|
|
|
414.1
|
|
||
Accounts receivable, net
|
375.7
|
|
|
423.7
|
|
||
Deferred income taxes, net
|
80.7
|
|
|
56.8
|
|
||
Prepaid expenses and other current assets
|
100.9
|
|
|
87.4
|
|
||
Total current assets
|
2,458.7
|
|
|
2,835.0
|
|
||
Marketable securities
|
255.5
|
|
|
277.3
|
|
||
Computer equipment, software, furniture and leasehold improvements, net
|
160.4
|
|
|
130.3
|
|
||
Developed technologies, net
|
97.2
|
|
|
63.1
|
|
||
Goodwill
|
1,474.1
|
|
|
1,009.9
|
|
||
Deferred income taxes, net
|
97.7
|
|
|
131.1
|
|
||
Other assets
|
193.2
|
|
|
148.3
|
|
||
Total assets
|
$
|
4,736.8
|
|
|
$
|
4,595.0
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
99.1
|
|
|
$
|
84.5
|
|
Accrued compensation
|
195.3
|
|
|
181.2
|
|
||
Accrued income taxes
|
38.3
|
|
|
24.3
|
|
||
Deferred revenue
|
775.1
|
|
|
696.2
|
|
||
Other accrued liabilities
|
85.5
|
|
|
85.3
|
|
||
Total current liabilities
|
1,193.3
|
|
|
1,071.5
|
|
||
Deferred revenue
|
231.1
|
|
|
204.4
|
|
||
Long term income taxes payable
|
182.0
|
|
|
211.8
|
|
||
Long term notes payable, net of discount
|
747.0
|
|
|
746.4
|
|
||
Other liabilities
|
114.9
|
|
|
99.4
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock and additional paid-in capital
|
1,731.2
|
|
|
1,637.3
|
|
||
Accumulated other comprehen
sive (loss)
|
(1.3
|
)
|
|
(0.6
|
)
|
||
Retained earnings
|
538.6
|
|
|
624.8
|
|
||
Total stockholders’ equity
|
2,268.5
|
|
|
2,261.5
|
|
||
Total liabilities and stockholders' equity
|
$
|
4,736.8
|
|
|
$
|
4,595.0
|
|
|
Nine Months Ended October 31,
|
||||||
|
2014
|
|
2013
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
70.3
|
|
|
$
|
174.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
109.9
|
|
|
95.7
|
|
||
Stock-based compensation expense
|
116.5
|
|
|
96.1
|
|
||
Excess tax benefits from stock-based compensation
|
—
|
|
|
0.8
|
|
||
Restructuring charges, net
|
3.1
|
|
|
6.5
|
|
||
Other operating activities
|
9.5
|
|
|
(3.1
|
)
|
||
Changes in operating assets and liabilities, net of business combinations
|
141.6
|
|
|
9.1
|
|
||
Net cash provided by operating activities
|
450.9
|
|
|
380.0
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of marketable securities
|
(899.0
|
)
|
|
(969.8
|
)
|
||
Sales of marketable securities
|
160.7
|
|
|
329.9
|
|
||
Maturities of marketable securities
|
623.2
|
|
|
395.1
|
|
||
Capital expenditures
|
(60.0
|
)
|
|
(55.0
|
)
|
||
Acquisitions, net of cash acquired
|
(603.8
|
)
|
|
(68.0
|
)
|
||
Other investing activities
|
1.2
|
|
|
(15.7
|
)
|
||
Net cash used in investing activities
|
(777.7
|
)
|
|
(383.5
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock, net of issuance costs
|
129.6
|
|
|
183.4
|
|
||
Repurchase and retirement of common shares
|
(307.6
|
)
|
|
(318.7
|
)
|
||
Excess tax benefits from stock-based compensation
|
—
|
|
|
(0.8
|
)
|
||
Other financing activities
|
(1.7
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(179.7
|
)
|
|
(136.1
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1.5
|
)
|
|
0.8
|
|
||
Net decrease in cash and cash equivalents
|
(508.0
|
)
|
|
(138.8
|
)
|
||
Cash and cash equivalents at beginning of fiscal year
|
1,853.0
|
|
|
1,612.2
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,345.0
|
|
|
$
|
1,473.4
|
|
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||
|
|
October 31, 2014
|
|
October 31, 2013
|
|
October 31, 2013
|
||||||
Reclassifications within operating expenses:
|
|
|
|
|
|
|
||||||
(Decrease) to general and administrative
|
|
$
|
(10.9
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(27.5
|
)
|
Increase to amortization of purchased intangibles
|
|
10.9
|
|
|
7.4
|
|
|
27.5
|
|
|
|
|
October 31, 2014
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Certificates of deposit and time deposits
|
$
|
328.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
328.1
|
|
|
$
|
165.1
|
|
|
$
|
163.0
|
|
|
$
|
—
|
|
|
|
Agency discount note
|
57.3
|
|
|
—
|
|
|
—
|
|
|
57.3
|
|
|
57.3
|
|
|
—
|
|
|
—
|
|
||||||||
|
Commercial paper and corporate bonds
|
216.8
|
|
|
—
|
|
|
—
|
|
|
216.8
|
|
|
16.3
|
|
|
200.5
|
|
|
—
|
|
||||||||
|
Money market funds
|
65.3
|
|
|
—
|
|
|
—
|
|
|
65.3
|
|
|
—
|
|
|
65.3
|
|
|
—
|
|
||||||||
|
Other (2)
|
7.0
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
2.0
|
|
|
5.0
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commercial paper and certificates of deposit
|
242.5
|
|
|
—
|
|
|
—
|
|
|
242.5
|
|
|
6.2
|
|
|
236.3
|
|
|
—
|
|
|||||||
|
|
Time deposits
|
132.3
|
|
|
—
|
|
|
—
|
|
|
132.3
|
|
|
—
|
|
|
132.3
|
|
|
—
|
|
|||||||
|
|
Corporate debt securities
|
99.6
|
|
|
—
|
|
|
—
|
|
|
99.6
|
|
|
99.6
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal securities
|
22.3
|
|
|
0.1
|
|
|
—
|
|
|
22.4
|
|
|
22.4
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Treasury bill
|
6.0
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Other (3)
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
38.7
|
|
|
5.4
|
|
|
—
|
|
|
44.1
|
|
|
44.1
|
|
|
—
|
|
|
—
|
|
|||||||
|
Long-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Corporate debt securities
|
186.4
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
186.6
|
|
|
186.6
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Agency bond
|
40.7
|
|
|
0.1
|
|
|
—
|
|
|
40.8
|
|
|
40.8
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
U.S. government agency securities
|
10.0
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal securities
|
18.0
|
|
|
0.1
|
|
|
—
|
|
|
18.1
|
|
|
18.1
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible debt securities (4)
|
16.5
|
|
|
4.8
|
|
|
(8.1
|
)
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
|||||||||
Derivative contracts (5)
|
6.2
|
|
|
21.4
|
|
|
(7.2
|
)
|
|
20.4
|
|
|
—
|
|
|
16.7
|
|
|
3.7
|
|
|||||||||
|
|
Total
|
$
|
1,503.2
|
|
|
$
|
32.3
|
|
|
$
|
(15.5
|
)
|
|
$
|
1,520.0
|
|
|
$
|
684.0
|
|
|
$
|
819.1
|
|
|
$
|
16.9
|
|
(1)
|
Included in “
Cash and cash equivalents
” in the accompanying Condensed Consolidated Balance Sheets.
|
(2)
|
Consists of international government bonds and municipal securities.
|
(3)
|
Consists of U.S. government agency securities, agency discount notes, and other short-term securities.
|
(4)
|
Considered “available for sale” and included in “
Other assets
” in the accompanying Condensed Consolidated Balance Sheets.
|
(5)
|
Included in “
Prepaid expenses and other current assets
,” “
Other assets
,” or “
Other accrued liabilities
” in the accompanying Condensed Consolidated Balance Sheets.
|
|
|
|
January 31, 2014
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Certificates of deposit and time deposits
|
$
|
280.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
280.7
|
|
|
$
|
30.4
|
|
|
$
|
250.3
|
|
|
$
|
—
|
|
|
|
Commercial paper
|
280.5
|
|
|
—
|
|
|
—
|
|
|
280.5
|
|
|
—
|
|
|
280.5
|
|
|
—
|
|
||||||||
|
Municipal securities
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||||||
|
Money market funds
|
262.8
|
|
|
—
|
|
|
—
|
|
|
262.8
|
|
|
—
|
|
|
262.8
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commercial paper and corporate debt securities
|
261.0
|
|
|
—
|
|
|
—
|
|
|
261.0
|
|
|
95.4
|
|
|
165.6
|
|
|
—
|
|
|||||||
|
|
Time deposits
|
37.1
|
|
|
—
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|||||||
|
|
Agency bond
|
42.7
|
|
|
—
|
|
|
—
|
|
|
42.7
|
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
U.S. government agency securities
|
11.3
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal securities
|
11.7
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Other (2)
|
11.4
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
35.6
|
|
|
3.3
|
|
|
—
|
|
|
38.9
|
|
|
38.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
Long-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Corporate debt securities
|
179.7
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
180.3
|
|
|
180.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Agency bond
|
43.3
|
|
|
0.1
|
|
|
—
|
|
|
43.4
|
|
|
43.4
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
U.S. government agency securities
|
9.8
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal securities
|
43.5
|
|
|
0.3
|
|
|
—
|
|
|
43.8
|
|
|
43.8
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible debt securities (3)
|
21.4
|
|
|
3.2
|
|
|
(4.4
|
)
|
|
20.2
|
|
|
—
|
|
|
—
|
|
|
20.2
|
|
|||||||||
Derivative contracts (4)
|
10.8
|
|
|
14.8
|
|
|
(6.0
|
)
|
|
19.6
|
|
|
—
|
|
|
10.5
|
|
|
9.1
|
|
|||||||||
|
|
Total
|
$
|
1,545.3
|
|
|
$
|
22.4
|
|
|
$
|
(10.5
|
)
|
|
$
|
1,557.2
|
|
|
$
|
521.1
|
|
|
$
|
1,006.8
|
|
|
$
|
29.3
|
|
(1)
|
Included in “
Cash and cash equivalents
” in the accompanying Condensed Consolidated Balance Sheets.
|
(2)
|
Consists of agency discount notes, U.S. treasury bills, and other short-term securities.
|
(3)
|
Considered “available for sale” and included in “
Other assets
” in the accompanying Condensed Consolidated Balance Sheets.
|
(4)
|
Included in “
Prepaid expenses and other current assets
,” “
Other assets
,” or “
Other accrued liabilities
” in the accompanying Condensed Consolidated Balance Sheets.
|
|
Fair Value Measurements Using
Significant Unobservable Inputs
|
|||||||||||
|
(Level 3)
|
|||||||||||
|
|
Derivative Contracts
|
|
Convertible Debt Securities
|
|
Total
|
||||||
Balance at January 31, 2014
|
|
$
|
9.1
|
|
|
$
|
20.2
|
|
|
$
|
29.3
|
|
Purchases
|
|
0.1
|
|
|
0.4
|
|
|
0.5
|
|
|||
Settlements
|
|
(1.1
|
)
|
|
(3.3
|
)
|
|
(4.4
|
)
|
|||
Net realized (losses)
|
|
(3.0
|
)
|
|
(2.2
|
)
|
|
(5.2
|
)
|
|||
Net unrealized (losses)
|
|
(1.4
|
)
|
|
(1.9
|
)
|
|
(3.3
|
)
|
|||
Balance at October 31, 2014
|
|
$
|
3.7
|
|
|
$
|
13.2
|
|
|
$
|
16.9
|
|
|
October 31, 2014
|
||||||
|
Cost
|
|
Fair Value
|
||||
Due within 1 year
|
$
|
512.2
|
|
|
$
|
512.3
|
|
Due in 1 year through 5 years
|
271.6
|
|
|
268.7
|
|
||
Total
|
$
|
783.8
|
|
|
$
|
781.0
|
|
(1)
|
Considering Autodesk's master netting arrangements, these contracts are presented net settled. The gross balance is $
20.3 million
and $
5.9 million
at
October 31, 2014
and
January 31, 2014
, respectively.
|
(2)
|
Considering Autodesk's master netting arrangements, these contracts are presented net settled. The gross balance is
$3.6 million
and $
3.2 million
at
October 31, 2014
and
January 31, 2014
, respectively.
|
|
Foreign Currency
Contracts
|
||||||||||||||
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amount o
f gain (loss) rec
ognized in accumulated other comprehensive income on derivatives (effective portion)
|
$
|
22.3
|
|
|
$
|
(4.6
|
)
|
|
$
|
22.5
|
|
|
$
|
8.0
|
|
Amount and location of gain (loss) reclassified from accumulated other comprehensive income into income (effective portion)
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
2.1
|
|
|
$
|
2.3
|
|
|
$
|
4.6
|
|
|
$
|
11.0
|
|
Operating expenses
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(1.7
|
)
|
|
(1.3
|
)
|
||||
Total
|
$
|
1.3
|
|
|
$
|
2.0
|
|
|
$
|
2.9
|
|
|
$
|
9.7
|
|
Amount and location of gain (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
|
|
|
|
|
|
||||||||
Interest and other (expense) income, net
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.3
|
|
|
$
|
(0.1
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amount and location of (loss) gain recognized in income on derivatives
|
|
|
|
|
|
|
|
||||||||
Interest and other (expense) income, net
|
$
|
(4.5
|
)
|
|
$
|
2.9
|
|
|
$
|
(14.8
|
)
|
|
$
|
4.9
|
|
|
Number of
Shares
|
|
Weighted average exercise price per share
|
|
Weighted
average remaining contractual term
|
|
Aggregate Intrinsic Value (3)
|
|||||
|
(in millions)
|
|
|
|
(in years)
|
|
(in millions)
|
|||||
Options outstanding at January 31, 2014
|
5.9
|
|
|
$
|
33.54
|
|
|
|
|
|
||
Granted (1)
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(2.7
|
)
|
|
32.87
|
|
|
|
|
|
|||
Canceled/Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding at October 31, 2014
|
3.2
|
|
|
$
|
34.12
|
|
|
4.3
|
|
$
|
74.6
|
|
Options vested and exercisable at October 31, 2014
|
2.9
|
|
|
$
|
33.44
|
|
|
4.0
|
|
$
|
69.4
|
|
Options vested as of October 31, 2014 and expected to vest thereafter (2)
|
3.2
|
|
|
$
|
34.12
|
|
|
4.3
|
|
$
|
74.6
|
|
Options available for grant at October 31, 2014
|
15.9
|
|
|
|
|
|
|
|
(1)
|
Autodesk did not grant stock options in the
nine
months ended
October 31, 2014
.
|
(2)
|
Options expected to vest reflect an estimated forfeiture rate.
|
(3)
|
Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of
$57.54
per share as of
October 31, 2014
, which would have been received by the option holders had all option holders exercised their options as of that date.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
October 31, 2014
|
|
October 31, 2013
|
|
October 31, 2014
|
|
October 31, 2013
|
||||||||
Pre-tax intrinsic value of options exercised (1)
|
$
|
10.3
|
|
|
$
|
37.4
|
|
|
$
|
54.5
|
|
|
$
|
80.2
|
|
Weighted average grant date fair value per share of stock options granted (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of the stock on the date of exercise.
|
(2)
|
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
three and nine
months ended
October 31, 2014
and
2013
, Autodesk did not grant stock options.
|
|
Options Vested and Exercisable
|
|
Options Outstanding
|
||||||||||||||||||||||
|
Number of
Shares
(in millions)
|
|
Weighted
average
contractual
life
(in years)
|
|
Weighted
average
exercise
price
|
|
Aggregate
intrinsic
value (1)
(in millions)
|
|
Number of
Shares
(in millions)
|
|
Weighted
average
contractual
life
(in years)
|
|
Weighted
average
exercise
price
|
|
Aggregate
intrinsic
value (1)
(in millions)
|
||||||||||
Range of per-share exercise prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$2.28 - $29.49
|
1.1
|
|
|
|
|
$
|
23.74
|
|
|
|
|
1.1
|
|
|
|
|
$
|
23.80
|
|
|
|
||||
$29.50 - $41.62
|
1.4
|
|
|
|
|
38.39
|
|
|
|
|
1.6
|
|
|
|
|
38.41
|
|
|
|
||||||
$42.39 - $43.81
|
0.4
|
|
|
|
|
43.80
|
|
|
|
|
0.5
|
|
|
|
|
43.79
|
|
|
|
||||||
|
2.9
|
|
|
4.0
|
|
$
|
33.44
|
|
|
$
|
69.4
|
|
|
3.2
|
|
|
4.3
|
|
$
|
34.12
|
|
|
$
|
74.6
|
|
(1)
|
Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of
$57.54
per share as of
October 31, 2014
, which would have been received by the option holders had all option holders exercised their options as of that date.
|
|
Unvested
Restricted
Stock Units
|
|
Weighted
average grant
date fair value
per share
|
|||
|
(in thousands)
|
|
|
|||
Unvested restricted stock units at January 31, 2014
|
6,515.6
|
|
|
$
|
39.15
|
|
Granted
|
3,572.0
|
|
|
52.89
|
|
|
Vested
|
(2,062.5
|
)
|
|
38.10
|
|
|
Canceled/Forfeited
|
(380.7
|
)
|
|
40.53
|
|
|
Performance Adjustment (1)
|
(74.7
|
)
|
|
42.23
|
|
|
Unvested restricted stock units at October 31, 2014
|
7,569.7
|
|
|
$
|
45.96
|
|
(1)
|
Based on Autodesk's financial results for both the fiscal 2013 and 2014 performance period. The performance stock units were earned at
92.3%
and
65.8%
of the target award for granted in fiscal 2013 and fiscal 2014, respectively.
|
•
|
Up to one third of the PSU may vest following year one depending upon the achievement of the billings and subscriptions goals for year one as well as 1 year Relative TSR (covering year one).
|
•
|
Up to one third of the PSU may vest following year two depending upon the achievement of the billings and subscriptions goals for year two as well as 2 year Relative TSR (covering years one and two).
|
•
|
Up to one third of the PSU may vest following year three depending upon the achievement of the billings and subscriptions goals for year three as well as 3 year Relative TSR (covering years one, two and three).
|
|
Three Months Ended October 31, 2014
|
|
Three Months Ended October 31, 2013
|
||||
Cost of license and other revenue
|
$
|
1.2
|
|
|
$
|
0.9
|
|
Cost of subscription
|
1.1
|
|
|
0.5
|
|
||
Marketing and sales
|
19.4
|
|
|
14.5
|
|
||
Research and development
|
14.7
|
|
|
10.2
|
|
||
General and administrative
|
6.7
|
|
|
5.5
|
|
||
Stock-based compensation expense related to stock awards and ESPP purchases
|
43.1
|
|
|
31.6
|
|
||
Tax benefit
|
(11.7
|
)
|
|
(9.6
|
)
|
||
Stock-based compensation expense related to stock awards and ESPP purchases, net of tax
|
$
|
31.4
|
|
|
$
|
22.0
|
|
|
|
|
|
||||
|
Nine Months Ended October 31, 2014
|
|
Nine Months Ended October 31, 2013
|
||||
Cost of license and other revenue
|
$
|
3.2
|
|
|
$
|
2.7
|
|
Cost of subscription
|
2.9
|
|
|
1.6
|
|
||
Marketing and sales
|
51.0
|
|
|
42.5
|
|
||
Research and development
|
39.3
|
|
|
31.3
|
|
||
General and administrative
|
20.1
|
|
|
18.0
|
|
||
Stock-based compensation expense related to stock awards and ESPP purchases
|
116.5
|
|
|
96.1
|
|
||
Tax benefit
|
(31.3
|
)
|
|
(27.0
|
)
|
||
Stock-based compensation expense related to stock awards and ESPP purchases, net of tax
|
$
|
85.2
|
|
|
$
|
69.1
|
|
|
Three Months Ended October 31, 2014
|
|
Three Months Ended October 31, 2013
|
|||||
|
|
Performance Stock Unit (1)
|
|
ESPP
|
|
Performance Stock Unit (1)
|
|
ESPP
|
Range of expected volatilities
|
|
N/A
|
|
29 - 30%
|
|
N/A
|
|
30 - 35%
|
Range of expected lives (in years)
|
|
N/A
|
|
0.5 - 2.0
|
|
N/A
|
|
0.5 - 2.0
|
Expected dividends
|
|
N/A
|
|
—%
|
|
N/A
|
|
—%
|
Range of risk-free interest rates
|
|
N/A
|
|
0.0 - 0.6%
|
|
N/A
|
|
0.1 - 0.4%
|
|
Nine Months Ended October 31, 2014
|
|
Nine Months Ended October 31, 2013
|
|||||
|
|
Performance Stock Unit
|
|
ESPP
|
|
Performance Stock Unit
|
|
ESPP
|
Range of expected volatilities
|
|
30%
|
|
29 - 33%
|
|
34%
|
|
27 - 36%
|
Range of expected lives (in years)
|
|
N/A
|
|
0.5 - 2.0
|
|
N/A
|
|
0.5 - 2.0
|
Expected dividends
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Range of risk-free interest rates
|
|
0.1%
|
|
0.0 - 0.6%
|
|
0.1%
|
|
0.1 - 0.4%
|
(1)
|
Autodesk did not grant PSUs in the
three
months ended
October 31, 2014
and
2013
that were subject to market conditions.
|
|
Shotgun
|
|
Within Technologies
|
|
Delcam
|
|
Other
|
||||||||
Developed technologies
|
$
|
5.4
|
|
|
$
|
4.6
|
|
|
$
|
28.9
|
|
|
$
|
35.4
|
|
Customer relationships and other non-current intangible assets
|
7.5
|
|
|
3.6
|
|
|
39.7
|
|
|
9.1
|
|
||||
Trade name
|
1.6
|
|
|
1.2
|
|
|
16.5
|
|
|
5.8
|
|
||||
Goodwill
|
43.2
|
|
|
80.6
|
|
|
192.8
|
|
|
159.6
|
|
||||
Deferred revenue (current and non-current)
|
(0.7
|
)
|
|
—
|
|
|
(10.4
|
)
|
|
(0.2
|
)
|
||||
Deferred tax liability
|
(2.6
|
)
|
|
(1.7
|
)
|
|
(15.3
|
)
|
|
(1.9
|
)
|
||||
Net tangible assets (liabilities)
|
0.1
|
|
|
(0.3
|
)
|
|
32.4
|
|
|
(0.6
|
)
|
||||
Total
|
$
|
54.5
|
|
|
$
|
88.0
|
|
|
$
|
284.6
|
|
|
$
|
207.2
|
|
|
October 31, 2014
|
|
January 31, 2014
|
||||
Developed technologies, at cost
|
$
|
537.1
|
|
|
$
|
462.4
|
|
Customer relationships, trade names, patents, and user list, at cost (1)
|
352.9
|
|
|
268.1
|
|
||
|
890.0
|
|
|
730.5
|
|
||
Less: Accumulated amortization
|
(696.2
|
)
|
|
(626.2
|
)
|
||
Other intangible assets, net
|
$
|
193.8
|
|
|
$
|
104.3
|
|
(1)
|
Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets. Customer relationships and trade names include the effects of foreign currency translation.
|
|
Platform
Solutions and
Emerging
Business
|
|
Architecture,
Engineering
and
Construction
|
|
Manufacturing
|
|
Media and
Entertainment
|
|
Total
|
||||||||||
Balances as of January 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
142.3
|
|
|
$
|
415.2
|
|
|
$
|
411.6
|
|
|
$
|
190.0
|
|
|
$
|
1,159.1
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.2
|
)
|
|
(149.2
|
)
|
|||||
|
142.3
|
|
|
415.2
|
|
|
411.6
|
|
|
40.8
|
|
|
1,009.9
|
|
|||||
Delcam
|
—
|
|
|
—
|
|
|
192.8
|
|
|
—
|
|
|
192.8
|
|
|||||
Within Technologies
|
80.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.6
|
|
|||||
Shotgun
|
—
|
|
|
—
|
|
|
—
|
|
|
43.2
|
|
|
43.2
|
|
|||||
Addition arising from other acquisitions
|
110.9
|
|
|
15.5
|
|
|
17.9
|
|
|
15.3
|
|
|
159.6
|
|
|||||
Effect of foreign currency translation and purchase accounting adjustments
|
(3.8
|
)
|
|
(6.2
|
)
|
|
(0.1
|
)
|
|
(1.9
|
)
|
|
(12.0
|
)
|
|||||
Balance as of October 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
330.0
|
|
|
424.5
|
|
|
622.2
|
|
|
246.6
|
|
|
1,623.3
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.2
|
)
|
|
(149.2
|
)
|
|||||
|
$
|
330.0
|
|
|
$
|
424.5
|
|
|
$
|
622.2
|
|
|
$
|
97.4
|
|
|
$
|
1,474.1
|
|
|
October 31, 2014
|
|
January 31, 2014
|
||||
Computer software, at cost
|
$
|
84.6
|
|
|
$
|
80.9
|
|
Computer hardware, at cost
|
185.7
|
|
|
163.0
|
|
||
Leasehold improvements, land and buildings, at cost
|
180.0
|
|
|
163.7
|
|
||
Furniture and equipment, at cost
|
49.6
|
|
|
51.7
|
|
||
|
499.9
|
|
|
459.3
|
|
||
Less: Accumulated depreciation
|
(339.5
|
)
|
|
(329.0
|
)
|
||
Computer software, hardware, leasehold improvements, furniture
and equipment, net
|
$
|
160.4
|
|
|
$
|
130.3
|
|
|
Balance at January 31, 2014
|
|
Additions
|
|
Payments
|
|
Adjustments (1)
|
|
Balance at October 31, 2014
|
||||||||||
Fiscal 2014 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination costs
|
$
|
3.5
|
|
|
$
|
2.6
|
|
|
$
|
(6.0
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
Lease termination and asset costs
|
1.3
|
|
|
0.3
|
|
|
(0.4
|
)
|
|
0.3
|
|
|
1.5
|
|
|||||
Total
|
$
|
4.8
|
|
|
$
|
2.9
|
|
|
$
|
(6.4
|
)
|
|
$
|
0.2
|
|
|
$
|
1.5
|
|
Current portion (2)
|
$
|
3.8
|
|
|
|
|
|
|
|
|
$
|
0.7
|
|
||||||
Non-current portion (2)
|
1.0
|
|
|
|
|
|
|
|
|
0.8
|
|
||||||||
Total
|
$
|
4.8
|
|
|
|
|
|
|
|
|
$
|
1.5
|
|
(1)
|
Adjustments include the impact of foreign currency translation.
|
(2)
|
The current and non-current portions of the reserve are recorded in the Condensed Consolidated Balance Sheets under “
Other accrued liabilities
” and “
Other liabilities
,” respectively.
|
|
October 31, 2014
|
|
January 31, 2014
|
||||
Net
gain
on derivative instruments
|
$
|
23.1
|
|
|
$
|
3.5
|
|
Net unrealized (loss)
gain
on available-for-sale securities
|
(0.3
|
)
|
|
1.8
|
|
||
Defined benefit pension items
|
(7.7
|
)
|
|
(7.7
|
)
|
||
Foreign currency translation adjustments
|
(16.4
|
)
|
|
1.8
|
|
||
Accumulated other comprehensive (loss)
|
$
|
(1.3
|
)
|
|
$
|
(0.6
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
10.7
|
|
|
$
|
57.6
|
|
|
$
|
70.3
|
|
|
$
|
174.9
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net income per share—weighted average shares
|
226.9
|
|
|
223.1
|
|
|
227.1
|
|
|
223.4
|
|
||||
Effect of dilutive securities
|
4.6
|
|
|
4.6
|
|
|
4.8
|
|
|
5.2
|
|
||||
Denominator for dilutive net income per share
|
231.5
|
|
|
227.7
|
|
|
231.9
|
|
|
228.6
|
|
||||
Basic net income per share
|
$
|
0.05
|
|
|
$
|
0.26
|
|
|
$
|
0.31
|
|
|
$
|
0.78
|
|
Diluted net income per share
|
$
|
0.05
|
|
|
$
|
0.25
|
|
|
$
|
0.30
|
|
|
$
|
0.77
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Platform Solutions and Emerging Business
|
$
|
188.4
|
|
|
$
|
183.4
|
|
|
$
|
607.8
|
|
|
$
|
593.4
|
|
Architecture, Engineering and Construction
|
217.1
|
|
|
185.9
|
|
|
630.5
|
|
|
535.1
|
|
||||
Manufacturing
|
169.7
|
|
|
142.0
|
|
|
485.2
|
|
|
425.1
|
|
||||
Media and Entertainment
|
42.8
|
|
|
43.9
|
|
|
124.1
|
|
|
133.7
|
|
||||
|
$
|
618.0
|
|
|
$
|
555.2
|
|
|
$
|
1,847.6
|
|
|
$
|
1,687.3
|
|
Gross profit:
|
|
|
|
|
|
|
|
||||||||
Platform Solutions and Emerging Business
|
$
|
167.3
|
|
|
$
|
165.9
|
|
|
$
|
543.6
|
|
|
$
|
540.7
|
|
Architecture, Engineering and Construction
|
194.3
|
|
|
168.9
|
|
|
566.0
|
|
|
485.0
|
|
||||
Manufacturing
|
152.8
|
|
|
130.1
|
|
|
437.0
|
|
|
389.9
|
|
||||
Media and Entertainment
|
32.1
|
|
|
35.4
|
|
|
93.3
|
|
|
106.2
|
|
||||
Unallocated (1)
|
(14.5
|
)
|
|
(12.2
|
)
|
|
(44.9
|
)
|
|
(36.9
|
)
|
||||
|
$
|
532.0
|
|
|
$
|
488.1
|
|
|
$
|
1,595.0
|
|
|
$
|
1,484.9
|
|
(1)
|
Unallocated amounts primarily relate to corporate expenses and other costs and expenses that are managed outside the reportable segments, including stock-based compensation expense.
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
189.3
|
|
|
$
|
171.3
|
|
|
$
|
543.4
|
|
|
$
|
502.3
|
|
Other Americas
|
41.5
|
|
|
37.0
|
|
|
116.4
|
|
|
109.8
|
|
||||
Total Americas
|
230.8
|
|
|
208.3
|
|
|
659.8
|
|
|
612.1
|
|
||||
Europe, Middle East and Africa
|
238.2
|
|
|
204.4
|
|
|
707.2
|
|
|
622.4
|
|
||||
Asia Pacific
|
|
|
|
|
|
|
|
||||||||
Japan
|
58.0
|
|
|
61.9
|
|
|
215.1
|
|
|
207.6
|
|
||||
Other Asia Pacific
|
91.0
|
|
|
80.6
|
|
|
265.5
|
|
|
245.2
|
|
||||
Total Asia Pacific
|
149.0
|
|
|
142.5
|
|
|
480.6
|
|
|
452.8
|
|
||||
Total net revenue
|
$
|
618.0
|
|
|
$
|
555.2
|
|
|
$
|
1,847.6
|
|
|
$
|
1,687.3
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(in millions)
|
Three Months Ended October 31, 2014
|
|
As a % of Net
Revenue
|
|
Three Months Ended October 31, 2013
|
|
As a % of Net
Revenue
|
||||||
Net Revenue
|
$
|
618.0
|
|
|
100
|
%
|
|
$
|
555.2
|
|
|
100
|
%
|
Cost of revenue
|
86.0
|
|
|
14
|
%
|
|
67.1
|
|
|
12
|
%
|
||
Gross Profit
|
532.0
|
|
|
86
|
%
|
|
488.1
|
|
|
88
|
%
|
||
Operating expenses
|
517.4
|
|
|
84
|
%
|
|
420.0
|
|
|
76
|
%
|
||
Income from Operations
|
$
|
14.6
|
|
|
2
|
%
|
|
$
|
68.1
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
||||||
(in millions)
|
Nine Months Ended October 31, 2014
|
|
As a % of Net
Revenue
|
|
Nine Months Ended October 31, 2013
|
|
As a % of Net
Revenue
|
||||||
Net Revenue
|
$
|
1,847.6
|
|
|
100
|
%
|
|
$
|
1,687.3
|
|
|
100
|
%
|
Cost of revenue
|
252.6
|
|
|
14
|
%
|
|
202.4
|
|
|
12
|
%
|
||
Gross Profit
|
1,595.0
|
|
|
86
|
%
|
|
1,484.9
|
|
|
88
|
%
|
||
Operating expenses
|
1,488.3
|
|
|
81
|
%
|
|
1,251.8
|
|
|
74
|
%
|
||
Income from Operations
|
$
|
106.7
|
|
|
6
|
%
|
|
$
|
233.1
|
|
|
14
|
%
|
|
Three Months Ended
|
|
Increase (Decrease) compared to
prior fiscal year
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Increase (Decrease) compared to
prior fiscal year |
|
Nine Months Ended
|
||||||||||||||||||
(in millions)
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
|||||||||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
License and other
|
$
|
320.5
|
|
|
$
|
23.0
|
|
|
8
|
%
|
|
$
|
297.5
|
|
|
$
|
987.1
|
|
|
$
|
52.9
|
|
|
6
|
%
|
|
$
|
934.2
|
|
Subscription
|
297.5
|
|
|
39.8
|
|
|
15
|
%
|
|
257.7
|
|
|
860.5
|
|
|
107.4
|
|
|
14
|
%
|
|
753.1
|
|
||||||
|
$
|
618.0
|
|
|
$
|
62.8
|
|
|
11
|
%
|
|
$
|
555.2
|
|
|
$
|
1,847.6
|
|
|
$
|
160.3
|
|
|
10
|
%
|
|
$
|
1,687.3
|
|
Net Revenue by Geographic Area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Americas
|
$
|
230.8
|
|
|
$
|
22.5
|
|
|
11
|
%
|
|
$
|
208.3
|
|
|
$
|
659.8
|
|
|
$
|
47.7
|
|
|
8
|
%
|
|
$
|
612.1
|
|
Europe, Middle East and Africa
|
238.2
|
|
|
33.8
|
|
|
17
|
%
|
|
204.4
|
|
|
707.2
|
|
|
84.8
|
|
|
14
|
%
|
|
622.4
|
|
||||||
Asia Pacific
|
149.0
|
|
|
6.5
|
|
|
5
|
%
|
|
142.5
|
|
|
480.6
|
|
|
27.8
|
|
|
6
|
%
|
|
452.8
|
|
||||||
|
$
|
618.0
|
|
|
$
|
62.8
|
|
|
11
|
%
|
|
$
|
555.2
|
|
|
$
|
1,847.6
|
|
|
$
|
160.3
|
|
|
10
|
%
|
|
$
|
1,687.3
|
|
Net Revenue by Operating Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Platform Solutions and Emerging Business
|
$
|
188.4
|
|
|
$
|
5.0
|
|
|
3
|
%
|
|
$
|
183.4
|
|
|
$
|
607.8
|
|
|
$
|
14.4
|
|
|
2
|
%
|
|
$
|
593.4
|
|
Architecture, Engineering and Construction
|
217.1
|
|
|
31.2
|
|
|
17
|
%
|
|
185.9
|
|
|
630.5
|
|
|
95.4
|
|
|
18
|
%
|
|
535.1
|
|
||||||
Manufacturing
|
169.7
|
|
|
27.7
|
|
|
20
|
%
|
|
142.0
|
|
|
485.2
|
|
|
60.1
|
|
|
14
|
%
|
|
425.1
|
|
||||||
Media and Entertainment
|
42.8
|
|
|
(1.1
|
)
|
|
(3
|
)%
|
|
43.9
|
|
|
124.1
|
|
|
(9.6
|
)
|
|
(7
|
)%
|
|
133.7
|
|
||||||
|
$
|
618.0
|
|
|
$
|
62.8
|
|
|
11
|
%
|
|
$
|
555.2
|
|
|
$
|
1,847.6
|
|
|
$
|
160.3
|
|
|
10
|
%
|
|
$
|
1,687.3
|
|
|
Three Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Nine Months Ended
|
||||||||||||||||||
(in millions)
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
|||||||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
License and other
|
$
|
51.9
|
|
|
$
|
8.5
|
|
|
20
|
%
|
|
$
|
43.4
|
|
|
$
|
154.6
|
|
|
$
|
24.0
|
|
|
18
|
%
|
|
$
|
130.6
|
|
Subscription
|
34.1
|
|
|
10.4
|
|
|
44
|
%
|
|
23.7
|
|
|
98.0
|
|
|
26.2
|
|
|
36
|
%
|
|
71.8
|
|
||||||
|
$
|
86.0
|
|
|
$
|
18.9
|
|
|
28
|
%
|
|
$
|
67.1
|
|
|
$
|
252.6
|
|
|
$
|
50.2
|
|
|
25
|
%
|
|
$
|
202.4
|
|
As a percentage of net revenue
|
14
|
%
|
|
|
|
|
|
12
|
%
|
|
14
|
%
|
|
|
|
|
|
12
|
%
|
|
Three Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Nine Months Ended
|
||||||||||||||||||
(in millions)
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
|||||||||||||||||
Marketing and sales
|
$
|
245.1
|
|
|
$
|
41.7
|
|
|
21
|
%
|
|
$
|
203.4
|
|
|
$
|
708.1
|
|
|
$
|
97.8
|
|
|
16
|
%
|
|
$
|
610.3
|
|
As a percentage of net revenue
|
40
|
%
|
|
|
|
|
|
37
|
%
|
|
38
|
%
|
|
|
|
|
|
36
|
%
|
|
|
Three Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Nine Months Ended
|
||||||||||||||||||
(in millions)
|
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
|
October 31, 2014
|
|
$
|
|
%
|
|
October 31, 2013
|
|||||||||||||||
Research and development
|
|
$
|
183.9
|
|
|
$
|
34.9
|
|
|
23
|
%
|
|
$
|
149.0
|
|
|
$
|
533.7
|
|
|
$
|
85.0
|
|
|
19
|
%
|
|
$
|
448.7
|
|
As a percentage of net revenue
|
|
30
|
%
|
|
|
|
|
|
27
|
%
|
|
29
|
%
|
|
|
|
|
|
27
|
%
|
|
|
Three Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Nine Months Ended
|
||||||||||||||||||
(in millions)
|
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
|||||||||||||||||
General and administrative
|
|
$
|
78.9
|
|
|
$
|
23.1
|
|
|
41
|
%
|
|
$
|
55.8
|
|
|
$
|
212.9
|
|
|
$
|
54.1
|
|
|
34
|
%
|
|
$
|
158.8
|
|
As a percentage of net revenue
|
|
13
|
%
|
|
|
|
|
|
10
|
%
|
|
12
|
%
|
|
|
|
|
|
9
|
%
|
|
|
Three Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Increase compared to
prior fiscal year
|
|
Nine Months Ended
|
||||||||||||||||||
(in millions)
|
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
|||||||||||||||||
Amortization of purchased intangibles
|
|
$
|
9.5
|
|
|
$
|
2.1
|
|
|
28
|
%
|
|
$
|
7.4
|
|
|
$
|
30.5
|
|
|
$
|
3.0
|
|
|
11
|
%
|
|
$
|
27.5
|
|
As a percentage of net revenue
|
|
2
|
%
|
|
|
|
|
|
1
|
%
|
|
2
|
%
|
|
|
|
|
|
2
|
%
|
|
|
Three Months Ended
|
|
Decrease
compared to
prior fiscal year
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Decrease
compared to
prior fiscal year
|
|
Nine Months Ended
|
||||||||||||||||||
(in millions)
|
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
October 31, 2014
|
$
|
|
%
|
|
October 31, 2013
|
|||||||||||||||||
Restructuring charges, net
|
|
$
|
—
|
|
|
$
|
(4.4
|
)
|
|
(100
|
)%
|
|
$
|
4.4
|
|
|
$
|
3.1
|
|
|
$
|
(3.4
|
)
|
|
(52
|
)%
|
|
$
|
6.5
|
|
As a percentage of net revenue
|
|
—
|
%
|
|
|
|
|
|
1
|
%
|
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest and investment expense, net
|
$
|
(2.8
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(6.8
|
)
|
Gain (loss) on foreign currency
|
0.5
|
|
|
(0.2
|
)
|
|
(3.1
|
)
|
|
(4.5
|
)
|
||||
(Loss) gain on strategic investments
|
(0.8
|
)
|
|
0.3
|
|
|
(7.6
|
)
|
|
(1.0
|
)
|
||||
Other income
|
0.1
|
|
|
2.8
|
|
|
2.6
|
|
|
2.8
|
|
||||
Interest and other (expense) income, net
|
$
|
(3.0
|
)
|
|
$
|
1.1
|
|
|
$
|
(16.6
|
)
|
|
$
|
(9.5
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Gross profit
|
$
|
532.0
|
|
|
$
|
488.1
|
|
|
$
|
1,595.0
|
|
|
$
|
1,484.9
|
|
Non-GAAP gross profit
|
$
|
547.4
|
|
|
$
|
500.3
|
|
|
$
|
1,641.7
|
|
|
$
|
1,521.8
|
|
Gross margin
|
86
|
%
|
|
88
|
%
|
|
86
|
%
|
|
88
|
%
|
||||
Non-GAAP gross margin
|
89
|
%
|
|
90
|
%
|
|
89
|
%
|
|
90
|
%
|
||||
Income from operations
|
$
|
14.6
|
|
|
$
|
68.1
|
|
|
$
|
106.7
|
|
|
$
|
233.1
|
|
Non-GAAP income from operations
|
$
|
80.3
|
|
|
$
|
122.3
|
|
|
$
|
297.4
|
|
|
$
|
395.8
|
|
Operating margin
|
2
|
%
|
|
12
|
%
|
|
6
|
%
|
|
14
|
%
|
||||
Non-GAAP operating margin
|
13
|
%
|
|
22
|
%
|
|
16
|
%
|
|
23
|
%
|
||||
Net income
|
$
|
10.7
|
|
|
$
|
57.6
|
|
|
$
|
70.3
|
|
|
$
|
174.9
|
|
Non-GAAP net income
|
$
|
57.7
|
|
|
$
|
94.3
|
|
|
$
|
213.5
|
|
|
$
|
292.4
|
|
Diluted earnings per share (1)
|
$
|
0.05
|
|
|
$
|
0.25
|
|
|
$
|
0.30
|
|
|
$
|
0.77
|
|
Non-GAAP diluted earnings per share (1)
|
$
|
0.25
|
|
|
$
|
0.41
|
|
|
$
|
0.92
|
|
|
$
|
1.28
|
|
(1)
|
Earnings per share were computed independently for each of the periods presented; therefore the sum of the earnings per share amount for the quarters may not equal the total for the year.
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Gross profit
|
$
|
532.0
|
|
|
$
|
488.1
|
|
|
$
|
1,595.0
|
|
|
$
|
1,484.9
|
|
Stock-based compensation expense
|
2.3
|
|
|
1.4
|
|
|
6.1
|
|
|
4.3
|
|
||||
Amortization of developed technologies
|
13.1
|
|
|
10.8
|
|
|
40.6
|
|
|
32.6
|
|
||||
Non-GAAP gross profit
|
$
|
547.4
|
|
|
$
|
500.3
|
|
|
$
|
1,641.7
|
|
|
$
|
1,521.8
|
|
Gross margin
|
86
|
%
|
|
88
|
%
|
|
86
|
%
|
|
88
|
%
|
||||
Stock-based compensation expense
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Amortization of developed technologies
|
3
|
%
|
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
||||
Non-GAAP gross margin
|
89
|
%
|
|
90
|
%
|
|
89
|
%
|
|
90
|
%
|
||||
Income from operations
|
$
|
14.6
|
|
|
$
|
68.1
|
|
|
$
|
106.7
|
|
|
$
|
233.1
|
|
Stock-based compensation expense
|
43.1
|
|
|
31.6
|
|
|
116.5
|
|
|
96.1
|
|
||||
Amortization of developed technologies
|
13.1
|
|
|
10.8
|
|
|
40.6
|
|
|
32.6
|
|
||||
Amortization of purchased intangibles
|
9.5
|
|
|
7.4
|
|
|
30.5
|
|
|
27.5
|
|
||||
Restructuring charges
|
—
|
|
|
4.4
|
|
|
3.1
|
|
|
6.5
|
|
||||
Non-GAAP income from operations
|
$
|
80.3
|
|
|
$
|
122.3
|
|
|
$
|
297.4
|
|
|
$
|
395.8
|
|
Operating margin
|
2
|
%
|
|
12
|
%
|
|
6
|
%
|
|
14
|
%
|
||||
Stock-based compensation expense
|
7
|
%
|
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
||||
Amortization of developed technologies
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
||||
Amortization of purchased intangibles
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
||||
Restructuring charges
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Non-GAAP operating margin
|
13
|
%
|
|
22
|
%
|
|
16
|
%
|
|
23
|
%
|
||||
Net income
|
$
|
10.7
|
|
|
$
|
57.6
|
|
|
$
|
70.3
|
|
|
$
|
174.9
|
|
Stock-based compensation expense
|
43.1
|
|
|
31.6
|
|
|
116.5
|
|
|
96.1
|
|
||||
Amortization of developed technologies
|
13.1
|
|
|
10.8
|
|
|
40.6
|
|
|
32.6
|
|
||||
Amortization of purchased intangibles
|
9.5
|
|
|
7.4
|
|
|
30.5
|
|
|
27.5
|
|
||||
Restructuring charges
|
—
|
|
|
4.4
|
|
|
3.1
|
|
|
6.5
|
|
||||
Loss (gain) on strategic investments
|
0.7
|
|
|
(0.3
|
)
|
|
7.6
|
|
|
1.0
|
|
||||
Discrete tax provision items
|
(4.5
|
)
|
|
(3.0
|
)
|
|
(9.2
|
)
|
|
(2.3
|
)
|
||||
Income tax effect of non-GAAP adjustments
|
(14.9
|
)
|
|
(14.2
|
)
|
|
(45.9
|
)
|
|
(43.9
|
)
|
||||
Non-GAAP net income
|
$
|
57.7
|
|
|
$
|
94.3
|
|
|
$
|
213.5
|
|
|
$
|
292.4
|
|
Diluted net income per share (1)
|
$
|
0.05
|
|
|
$
|
0.25
|
|
|
$
|
0.30
|
|
|
$
|
0.77
|
|
Stock-based compensation expense
|
0.19
|
|
|
0.14
|
|
|
0.50
|
|
|
0.42
|
|
||||
Amortization of developed technologies
|
0.06
|
|
|
0.04
|
|
|
0.18
|
|
|
0.14
|
|
||||
Amortization of purchased intangibles
|
0.04
|
|
|
0.03
|
|
|
0.13
|
|
|
0.12
|
|
||||
Restructuring charges
|
—
|
|
|
0.02
|
|
|
0.01
|
|
|
0.03
|
|
||||
Loss (gain) on strategic investments
|
—
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
||||
Discrete tax provision items
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
||||
Income tax effect of non-GAAP adjustments
|
(0.07
|
)
|
|
(0.06
|
)
|
|
(0.19
|
)
|
|
(0.19
|
)
|
||||
Non-GAAP diluted net income per share (1)
|
$
|
0.25
|
|
|
$
|
0.41
|
|
|
$
|
0.92
|
|
|
$
|
1.28
|
|
(1)
|
Earnings per share were computed independently for each of the periods presented; therefore the sum of the earnings per share amount for the quarters may not equal the total for the year.
|
(Shares in millions)
|
Total Number of
Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
August 1 - August 31
|
0.6
|
|
|
$
|
54.11
|
|
|
0.6
|
|
|
17.3
|
|
September 1 - September 30
|
0.6
|
|
|
54.28
|
|
|
0.6
|
|
|
16.7
|
|
|
October 1 - October 31
|
0.7
|
|
|
53.94
|
|
|
0.7
|
|
|
16.0
|
|
|
Total
|
1.9
|
|
|
$
|
54.11
|
|
|
1.9
|
|
|
|
|
(1)
|
Represents shares purchased in open-market transactions under the stock repurchase plan approved by the Board of Directors.
|
(2)
|
These amounts correspond to the plan approved by the Board of Directors in June 2012 that authorized the repurchase of
30.0 million
shares. This plan does not have a fixed expiration date.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
lack of credit available to and the insolvency of key channel partners, which may impair our distribution channels and cash flows;
|
•
|
counterparty failures negatively impacting our treasury functions, including timely access to our cash reserves and third-party fulfillment of hedging transactions;
|
•
|
counterparty failures negatively affecting our insured risks;
|
•
|
inability of banks to honor our existing line of credit, which could increase our borrowing expenses or eliminate our ability to obtain short-term financing; and
|
•
|
decreased borrowing and spending by our end users on small and large projects in the industries we serve, thereby reducing demand for our products.
|
•
|
general market, economic, business and political conditions in particular geographies, including Europe, APAC, and emerging economies;
|
•
|
failure to produce sufficient revenue, billings or subscription growth and profitability;
|
•
|
results and future projections related to our business model transition, including the impact of the end of upgrades and perpetual licenses;
|
•
|
confusion on the part of analysts and investors about the short-term and long-term impact to our business resulting from our business model transition;
|
•
|
weak or negative growth in one or more of the industries we serve, including architecture, engineering and construction, manufacturing, education and digital media and entertainment markets;
|
•
|
failure to achieve and maintain cost reductions and productivity increases;
|
•
|
dependence on and the timing of large transactions;
|
•
|
changes in product mix, pricing pressure or changes in product pricing;
|
•
|
changes in billings linearity;
|
•
|
fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity;
|
•
|
the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and to finance 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 products customer base to related design products;
|
•
|
our inability to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, and new computing platforms;
|
•
|
the timing of the introduction of new products by us or our competitors;
|
•
|
the success of new business or sales initiatives and increasing our portfolio of product suites;
|
•
|
the financial and business condition of our reseller and distribution channels;
|
•
|
failure to accurately predict the impact of acquired businesses or to identify and realize the anticipated benefits of acquisitions, and successfully integrate such acquired businesses and technologies;
|
•
|
perceived or actual technical or other problems with a product or combination of products;
|
•
|
unexpected or negative outcomes of matters and expenses relating to litigation or regulatory inquiries;
|
•
|
failure to achieve anticipated levels of customer acceptance of key new applications;
|
•
|
increases in cloud services-related expenses;
|
•
|
security breaches and potential financial penalties to customers and government entities;
|
•
|
timing of additional investments in the development of our platform or deployment of our services;
|
•
|
timing of product releases and retirements;
|
•
|
failure to continue momentum of frequent release cycles or to move a significant number of customers from prior product versions in connection with our programs to retire major products;
|
•
|
changes in tax laws or regulations, tax arrangements with foreign governments or accounting rules, such as increased use of fair value measures;
|
•
|
changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board or other rule-making bodies;
|
•
|
changes in sales compensation practices;
|
•
|
failure to effectively implement our copyright legalization programs, especially in developing countries;
|
•
|
failure to achieve sufficient sell-through in our channels for new or existing products;
|
•
|
renegotiation or termination of royalty or intellectual property arrangements;
|
•
|
interruptions or terminations in the business of our consultants or third party developers;
|
•
|
the timing and degree of expected investments in growth and efficiency opportunities;
|
•
|
failure to achieve continued success in technology advancements;
|
•
|
catastrophic events or natural disasters;
|
•
|
regulatory compliance costs;
|
•
|
costs associated with acquisitions of companies and technologies;
|
•
|
potential goodwill impairment charges related to prior acquisitions; and
|
•
|
adjustments arising from ongoing or future tax examinations.
|
•
|
the inability to retain customers, key employees, vendors, distributors, business partners, and other entities associated with the acquired business;
|
•
|
the potential impact on relationships with existing customers, vendors and distributors as business partners as a result of acquiring another business;
|
•
|
the potential that due diligence of the acquired business or product does not identify significant problems;
|
•
|
the potential for incompatible business cultures;
|
•
|
significant higher than anticipated transaction or integration-related costs;
|
•
|
potential additional exposure to fluctuations in currency exchange rates; and
|
•
|
exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to, claims from terminated employees, customers, or other third parties.
|
•
|
shortfalls in our expected financial results, including net revenue, earnings, billings, subscriptions or other key performance metrics;
|
•
|
quarterly variations in our or our competitors' results of operations;
|
•
|
general socio-economic, political or market conditions;
|
•
|
confusion on the part of analysts and investors about the short-term and long-term impact to our business resulting from our business model transition;
|
•
|
uncertainty about certain governments' abilities to repay debt or effect fiscal policy;
|
•
|
changes in estimates of future results or recommendations by securities analysts;
|
•
|
the announcement of new products or product enhancements by us or our competitors;
|
•
|
unusual events such as significant acquisitions, divestitures, regulatory actions and litigation;
|
•
|
changes in laws, rules or regulations applicable to our business;
|
•
|
outstanding debt service obligations; and
|
•
|
other factors, including factors unrelated to our operating performance, such as instability affecting the economy or the operating performance of our competitors.
|
•
|
increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
|
•
|
requiring the dedication of a greater than expected portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures and acquisitions; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
10.1*
|
|
R. Scott Herren Offer Letter dated September 23, 2014
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
32.1 †
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS ††
|
|
XBRL Instance Document
|
|
|
|
101.SCH ††
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL ††
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF ††
|
|
XBRL Taxonomy Definition Linkbase
|
|
|
|
101.LAB ††
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE ††
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Denotes a management contract or compensatory plan or arrangement.
|
|
|
†
|
The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
|
|
††
|
The financial information contained in these XBRL documents is unaudited.
|
|
AUTODESK, INC.
|
(Registrant)
|
|
/s/ PAUL UNDERWOOD
|
Paul Underwood
|
Vice President and Corporate Controller
|
(Principal Accounting Officer)
|
▪
|
Altair Global Relocation will coordinate your relocation. An Altair consultant will be available each step of the way and will provide access to resources needed throughout the transition. You should direct all questions about the policy or the nature of reimbursable expenses to your Altair consultant.
|
§
|
This guide is intended to help you understand the relocation benefits you may receive. Autodesk reserves the authority to interpret, at its sole discretion, the provisions of this program and the right to amend, limit or change any of its provisions with or without prior notice.
|
§
|
Nothing in this guide should be interpreted as an employment guarantee or as creating an employment contract, expressed or implied, for any duration.
|
§
|
The intent of the relocation program is to provide reasonable, consistent and cost effective financial assistance and quality services to employees who relocate at the request of the company. The policy does not offer or imply that all relocation costs will be fully compensated.
|
§
|
It is expected that you will make every effort to transfer promptly and control the cost of your move whenever possible. You will be reimbursed for reasonable, necessary and properly authorized expenses covered by the policy. You are expected to maintain expenses at a conservative level and to be familiar with which expenses are reimbursable. The company may, at its discretion, choose not to reimburse, in full or in part, an expense that is deemed unreasonable or excessive.
|
§
|
If you own a home at the time of your transfer, you may receive certain benefits that are not available to those who rent or lease their primary residence.
|
§
|
Relocation benefits – like all forms of employee compensation – are considered confidential.
|
§
|
Relocation resources, tools, and information
|
§
|
Relocation policies and related documents
|
§
|
Viewing online messages about your relocation
|
§
|
Submitting and tracking expense reimbursement requests
|
PROVISION
|
BENEFITS
|
Commuting Benefits
|
Fully furnished corporate apartment in San Francisco for eighteen months. Round trip air fare from San Francisco to Boca Raton each month for eighteen months.
|
Miscellaneous Relocation Allowance
|
One month’s base salary up to $20,000, less taxes.
|
Home Sale Marketing
|
Professional guidance in the selection of a broker and an initial listing price of your home.
|
Home Finding Trip
|
One trip up to 6 days, 6 nights; meals not to exceed $35 per adult; reasonable expenses for lodging, car rental, and economy class airfare.
|
Reimbursement of Home Sale Closing Costs
|
Customary closing costs covered for primary residence; real estate commission not to exceed 6%; home should be listed within 105% of the BMAs’ suggested list price.
|
Mortgage Assistance
|
Altair provides counseling and referral to lenders that offer special programs.
|
Home Purchase Closing Costs
|
Reasonable and customary closing costs reimbursed.
|
Household Goods Moving
|
Packing, transportation, unpacking and insurance for up to 25,000 lbs.; 2 cars shipped; 30 days’ storage.
|
Final Trip
|
Reasonable expenses for employee and eligible dependents; one-way economy airfare or mileage reimbursed at the current IRS rate; lodging; meals up to $35 per day per adult and $17.50 per day per child) en route; must drive at least 350 miles per day; transportation (airfare only) for up to 2 pets if traveling on same flight as family.
|
Expense Reporting
|
Employee-paid covered relocation expenses reimbursed by Altair upon receiving completed expense form with receipts for all expenses.
|
Tax Liability
|
Most taxable reimbursements are grossed up to assist with the tax impact on the employee.
|
§
|
You have been asked to relocate as a result of a company-initiated transfer and your transfer has been approved prior to any action under this policy.
|
§
|
Your relocation meets the following Internal Revenue Service guidelines for a qualified move for tax purposes.
|
•
|
The IRS requires that the distance from your former residence to your new work location be at least 50 miles greater than the distance from your former residence to your previous work location.
|
-
|
You are employed full time within the same general commuting area for 39 weeks within a 12-month period that begins when you arrive at the new location.
|
§
|
The transfer is between locations within the U.S.
|
§
|
All relocation benefits are initiated within twenty four (24) months from your hire date.
|
§
|
Storage of household goods for longer than allowed by Autodesk policy
|
§
|
Shipping extraordinary items
|
§
|
Loss of frozen foods and plants
|
§
|
Child care fees
|
§
|
Repairs, decorating or landscaping for old or new home
|
§
|
Cost of extending utilities, sewer, and similar services from the main source to a newly built home
|
§
|
Security or utility deposits
|
§
|
Installation expenses for telephone, TV, cable, or satellite hook-ups
|
§
|
Wiring new home for electronic systems
|
§
|
Carpet and drapery alteration/cleaning/installation/replacement
|
§
|
House cleaning/trash removal
|
§
|
Driver and car license reissues
|
§
|
Tax obligations not fully compensated by gross-up
|
§
|
Other unforeseen expenses
|
§
|
Normal and reasonable real estate broker’s commission (not to exceed 6% of sales price)
|
§
|
Lender required seller inspections
|
§
|
Escrow fee
|
§
|
Deed preparation fee
|
§
|
Reconveyance fee
|
§
|
Title endorsements
|
§
|
Wire transfer fees
|
§
|
Discount points (FHA, VA, or conventional)
|
§
|
Insurance
|
§
|
Utility bills
|
§
|
Property taxes
|
§
|
Homeowner Warranty
|
§
|
Rent
|
§
|
Seller concessions that you have negotiated into your contract with the buyer, including buyer’s closing costs, repairs, remodeling, restoration or renovation of any kind
|
§
|
Expenses to remedy and bring to acceptable standards hazardous conditions in the home, such as:
|
-
|
Radon gas
|
-
|
Friable asbestos
|
-
|
Lead-based paint
|
-
|
Urea formaldehyde foam insulation
|
-
|
Underground storage tanks containing toxic materials
|
-
|
Similar environmental hazards
|
§
|
Before you depart to look for housing in the new location, your consultant will ask you for detailed information concerning your housing preferences, price range and family requirements. This information will be used to reduce time and effort looking at homes or apartments that do not fit your expectations or requirements.
|
§
|
The Altair consultant is available every day to answer questions, coordinate services, and make certain that every resource you require is available throughout your visit to the destination city.
|
§
|
If you wish to rent, Altair will arrange for a rental service or a real estate broker to assist you in locating the right place for you.
|
§
|
If you choose to purchase a home, a real estate broker will arrange for house-hunting tours for every day you are in the area. You will be escorted to neighborhoods and homes of interest to you. Through your broker or agent, you will see homes targeted to meet the goals and needs you have expressed.
|
§
|
Title search
|
§
|
Lender required purchaser inspections
|
§
|
Transfer tax
|
§
|
Title insurance
|
§
|
Escrow and title fees
|
§
|
Appraisal fee
|
§
|
Recording fees
|
§
|
Document preparation fees
|
§
|
Tax service fee
|
§
|
Processing and underwriting fee
|
§
|
Wire transfer and delivery fee
|
§
|
General home inspection
|
§
|
Loan origination fees
|
§
|
Prorated interest
|
§
|
Discount points
|
§
|
Taxes
|
§
|
Homeowner’s insurance
|
§
|
Mortgage insurance
|
§
|
Earnest money payments
|
§
|
Property mortgage insurance for insufficient down money
|
§
|
Tax or insurance escrow
|
§
|
Home warranties
|
§
|
Any fees associated with second mortgages
|
§
|
Clothing and personal items
|
§
|
Furniture and fixtures (not attached to the house)
|
§
|
Major appliances
|
§
|
Gardening equipment (does not include riding mowers)
|
§
|
Pianos
|
§
|
Pool tables
|
§
|
Waterbeds (if drained and disassembled)
|
§
|
Boats, trailers, airplanes, motorcycles 250 cc and over, snowmobiles, off-road vehicles, travel trailers, pop-up trailers, camper inserts for pick-up trucks, or other recreational vehicles
|
§
|
Livestock or domestic animals
|
§
|
Frozen/perishable foods
|
§
|
Liquids in unsafe containers/flammable liquids, items that may contaminate or damage other goods
|
§
|
Valuable papers/jewelry/items of extraordinary value
|
§
|
Riding lawn mowers
|
§
|
Heavy machinery/tractors/farm equipment larger than normally required for yard and garden maintenance
|
§
|
Lumber or other building materials
|
§
|
Plants
|
§
|
Antiques and fine art
|
§
|
Grandfather clocks
|
§
|
Animal-drawn carriages or wagons, vintage and show automobiles
|
§
|
Storage sheds, greenhouses, play houses or other outside buildings
|
§
|
Campers, motor homes, livestock trailers
|
§
|
Satellite dishes greater than 24” in diameter
|
§
|
Coins, stamps and other fine collectibles
|
§
|
Hot tubs/spas/above-ground pools
|
§
|
Live ammunition
|
§
|
Any other items which cannot be packed or moved by a standard commercial carrier
|
§
|
Any goods/materials prohibited by law
|
§
|
Maid service or housecleaning service
|
§
|
Tips to movers
|
§
|
Disassembly of swimming pools, swing sets, basketball goals, or similar personal property
|
§
|
Insurance for items of extraordinary value such as antiques, fine art, coin and stamp collections, precious metals, documents, securities and notes, or insurance above the coverage provided by Autodesk.
|
§
|
Disassembly/assembly of play gyms, television/radio antennas, chandeliers, flagpoles, etc. If such items are disassembled prior to packing, they may be transported.
If movers assemble or disassemble unusual items, you will be billed directly
.
|
§
|
Draining and refilling of waterbeds.
|
§
|
Establishing services such as power, water, gas, telephones, etc.
|
§
|
Exclusive use of moving van or space reservation
|
§
|
Unauthorized extra pick-ups or deliveries
|
§
|
Unauthorized overtime packing and unpacking
|
§
|
Unauthorized crating
|
§
|
Valuables such as jewelry, coin and stamp collections, computer programs, currency, precious metals, gems or semi-precious stones, rare documents, or most other collectibles should be set aside and transported with you when you travel. Only under certain very specific conditions is the mover responsible for these items. Be certain to ask the representative of your moving company about transporting valuables when he or she visits your home to inventory your belongings.
|
§
|
Firearms may be transported, but must be unloaded, packed separately and inventoried by type of firearm and serial number. The inventory must be included in the documentation of the move. This is for your protection as well as the protection of the mover. You will be responsible for meeting the licensing or registration requirements, if any, of the state where you are moving. You cannot ship live ammunition via household goods movers.
|
§
|
Accompany the mover through the home as he or she inventories and tags each item to be moved. Plan to check off the items at the destination as well; otherwise, you may have difficulty with claims settlements should they prove necessary.
|
§
|
You or your representative should be present during packing and loading. Do not release the drivers until a complete inspection of the home and property has been accomplished, since items left behind could result in extra charges to you not covered under Autodesk’s relocation program.
|
§
|
Detach items that are to be moved, such as wall-mounted can openers and coffee makers, pictures, posters, curtain rods, attached bookcases and the like. Unplug appliances and electrical devices such as stereos and computers; if possible, stow the connecting cords and cables.
|
§
|
Remove all items from refrigerators. Unplug, defrost, clean and let stand open to dry at least 24 hours in advance of loading.
|
§
|
Items that cannot be moved by your household goods mover:
|
-
|
Bleach
|
-
|
Propane tanks or butane tanks
|
-
|
Flammable or combustible items of any kind, including gas and oil in lawn mowers, edgers and other yard or utility equipment
|
-
|
Open liquids of any kind
|
-
|
Frozen foods
|
-
|
Aerosol cans or paints
|
§
|
No mover will accept liability for moving plants. If you choose to allow the mover to move your plants, you do so at your own risk.
|
§
|
In the event damage occurs during the shipment of your goods, please advise your Altair consultant who will assist in the claims process.
|
§
|
If you have items in temporary storage, please give the shipper maximum possible advance notice of the date you prefer delivery. Fourteen days is recommended to ensure the availability of your preferred dates.
|
§
|
Keep your utilities on at the old location until at least the day after the scheduled completion of packing and loading.
|
§
|
Copies of itemized paid receipts should be provided for each expense by Fax or email (if scanned) to Altair.
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You must include a copy of the expense report when you provide your receipts.
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It is wise to keep copies of all reimbursement forms and receipts that you submit for your personal records as well as for income tax purposes.
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The tax assistance provided by Autodesk will be calculated using supplemental federal, state and local rates and will include Social Security and Medicare if applicable.
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Certain relocation expenses may be deductible on your individual tax return and are not grossed up.
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Gross-up is provided as a financial benefit, but is not intended to compensate you completely for all tax liabilities. Your Miscellaneous Expense Allowance will help to pay any additional taxes resulting from your relocation that are not covered by the gross-up payments.
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You are responsible for calculating, reporting and paying all personal federal, state and local income taxes for which you are liable. Altair will send you a detailed gross-up package that itemizes all relocation expenses for the tax year, including the gross-up payments the company provides on your behalf. The package is provided for your information and for use by your tax professional if you use such services.
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1.
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I have reviewed this report on Form 10-Q of Autodesk, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ C
ARL
B
ASS
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Carl Bass
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President and Chief Executive Officer
(Principal Executive Officer)
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1.
|
I have reviewed this report on Form 10-Q of Autodesk, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ R. SCOTT HERREN
|
|
R. Scott Herren
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ C
ARL
B
ASS
|
|
Carl Bass
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
/s/ R. SCOTT HERREN
|
|
R. Scott Herren
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|