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x
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ANNUAL 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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Title of each class
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Name of each exchange
on which registered
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Common Stock, $0.01 Par Value
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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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 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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ITEM 1.
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BUSINESS
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•
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Architecture, Engineering, and Construction (“AEC”), which accounted for
38%
of our net revenue in fiscal
2016
;
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•
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Manufacturing (“MFG”), which accounted for
29%
of our net revenue in fiscal
2016
;
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•
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Platform Solutions and Emerging Business (“PSEB”), which accounted for
27%
of our net revenue in fiscal
2016
; and
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•
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Media and Entertainment (“M&E”), which accounted for
6%
of our net revenue in fiscal
2016
.
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•
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Flagship products, which accounted for approximately
45%
of our net revenue in fiscal
2016
, are our core individual horizontal, vertical, and model-based design products including AutoCAD, AutoCAD LT, AutoCAD Mechanical, AutoCAD Civil 3D, AutoCAD Architecture, AutoCAD Map, Autodesk Maya, and 3ds Max.
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•
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Suites, which accounted for approximately
37%
of our net revenue in fiscal
2016
, are a combination of products that target a specific user objective (product design, building design, etc.) and support a set of workflows for that objective, including Autodesk Building Design Suites, Autodesk Product Design Suites, Autodesk Infrastructure Design Suites, and AutoCAD Design Suites.
|
•
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New and Adjacent products, which accounted for approximately
18%
of our net revenue in fiscal
2016
, are new product offerings as well as products that are not considered flagship or suites, including Delcam, Moldflow, Alias Design, Vault, and Autodesk Creative Finishing products.
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•
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Autodesk Building Design Suites
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•
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Autodesk Infrastructure Design Suites
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•
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AutoCAD Civil 3D
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•
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AutoCAD Map 3D
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•
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Autodesk Revit
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•
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Autodesk Product Design Suites
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•
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AutoCAD Mechanical
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•
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Autodesk Delcam
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•
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Autodesk Moldflow
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•
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Autodesk Inventor
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•
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Autodesk PLM 360
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•
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Autodesk Fusion 360
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•
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AutoCAD
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•
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AutoCAD LT
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•
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Autodesk Maya
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•
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Autodesk 3ds Max
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•
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Autodesk Flame and Autodesk Lustre
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Date of closing
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Company
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Details
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November 2015
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netfabb GmbH ("netfabb")
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The acquisition of netfabb GmbH (“netfabb”) provides Autodesk with software solutions that reduce production costs and increase efficiency in 3D printing and additive manufacturing. netfabb was integrated, and the related goodwill has been assigned to, Autodesk's PSEB reportable segment.
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June 2014
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Shotgun Software Inc. ("Shotgun")
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The acquisition of Shotgun provides a cloud-based production management solution that enables digital studios to track, schedule, review, and collaborate on projects and images. Shotgun was integrated, and the related goodwill has been assigned to, Autodesk's M&E reportable segment.
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May 2014
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Within Technologies Limited ("Within”)
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The acquisition of Within will accelerate Autodesk’s development of tools and technologies for advanced manufacturing, including 3D printing. Within was integrated into, and the related goodwill has been assigned to, Autodesk’s PSEB reportable segment.
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February 2014
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Delcam plc (“Delcam”)
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The acquisition of Delcam provides Autodesk a range of design, manufacturing and inspection software that enables automated CADCAM solutions for a variety of industries, ranging from aerospace to toys and sports equipment. Delcam was integrated into, and the related goodwill has been assigned to, Autodesk's MFG reportable segment.
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November 2013
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Graitec SA (“Graitec”)
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The acquisition of Graitec (including Graitec’s Advance Steel and Advance Concrete product lines, and associated employees) enhanced Autodesk’s offerings for structural engineering and expanded our portfolio of technology for BIM for structural fabrication and detailing. Graitec was integrated into Autodesk’s AEC segment.
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ITEM 1A.
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RISK FACTORS
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•
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lack of credit available to and the insolvency of key channel partners, which may impair our distribution channels and cash flows;
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•
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counterparty failures negatively impacting our treasury functions, including timely access to our cash reserves and third-party fulfillment of hedging transactions;
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•
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counterparty failures negatively affecting our insured risks;
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•
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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
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•
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decreased borrowing and spending by our end users on small and large projects in the industries we serve, thereby reducing demand for our products.
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•
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economic volatility;
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•
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fluctuating currency exchange rates, including risks related to any hedging activities we undertake;
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•
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unexpected changes in regulatory requirements and practices;
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•
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delays resulting from difficulty in obtaining export licenses for certain technology;
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•
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different purchase patterns as compared to the developed world;
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•
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tariffs, quotas, and other trade barriers and restrictions;
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•
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operating in locations with a higher incidence of corruption and fraudulent business practices, particularly in emerging economies;
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•
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increasing enforcement by the U.S. under the Foreign Corrupt Practices Act, adoption of stricter anti-corruption laws in certain countries, including the United Kingdom;
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•
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difficulties in staffing and managing foreign sales and development operations;
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•
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local competition;
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•
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longer collection cycles for accounts receivable;
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•
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potential changes in tax laws, including possible U.S. and foreign tax law changes that, if enacted, could significantly impact how multinational companies are taxed;
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•
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tax arrangements with foreign governments, including our ability to meet and renew the terms of those tax arrangements;
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•
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laws regarding the management of and access to data and public networks;
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•
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possible future limitations upon foreign owned businesses;
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•
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increased financial accounting and reporting burdens and complexities;
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•
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inadequate local infrastructure;
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•
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greater difficulty in protecting intellectual property;
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•
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software piracy; and
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•
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other factors beyond our control, including popular uprisings, terrorism, war, natural disasters, and diseases.
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•
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general market, economic, business, and political conditions in particular geographies, including Europe, APAC, and emerging economies;
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•
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failure to produce sufficient revenue, billings or subscription growth, and profitability;
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•
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failure to achieve anticipated levels of customer acceptance to our business model transition, including the impact of the end of upgrades and perpetual licenses;
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•
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weak or negative growth in one or more of the industries we serve, including AEC, manufacturing, and digital media and entertainment markets;
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•
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restructuring or other accounting charges and unexpected costs or other operating expenses;
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•
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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;
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•
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fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity;
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•
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failure to achieve and maintain cost reductions and productivity increases;
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•
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dependence on and the timing of large transactions;
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•
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changes in product mix, pricing pressure or changes in product pricing;
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•
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changes in billings linearity;
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•
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the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and to finance infrastructure projects;
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•
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lower growth or contraction of our maintenance program;
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•
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failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services;
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•
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our inability to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, new computing platforms, and 3D printing;
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•
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the timing of the introduction of new products by us or our competitors;
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•
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the success of new business or sales initiatives and increasing our portfolio of product suites;
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•
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the financial and business condition of our reseller and distribution channels;
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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;
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•
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perceived or actual technical or other problems with a product or combination of products;
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•
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unexpected or negative outcomes of matters and expenses relating to litigation or regulatory inquiries;
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•
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increases in cloud services-related expenses;
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•
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security breaches and potential financial penalties to customers and government entities;
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•
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timing of additional investments in the development of our platform or deployment of our services;
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•
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timing of product releases and retirements;
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•
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changes in tax laws or regulations, tax arrangements with foreign governments or accounting rules, such as increased use of fair value measures;
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•
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changes in sales compensation practices;
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•
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failure to effectively implement our copyright legalization programs, especially in developing countries;
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•
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failure to achieve sufficient sell-through in our channels for new or existing products;
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•
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renegotiation or termination of royalty or intellectual property arrangements;
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•
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interruptions or terminations in the business of our consultants or third-party developers;
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•
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the timing and degree of expected investments in growth and efficiency opportunities;
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•
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failure to achieve continued success in technology advancements;
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•
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catastrophic events or natural disasters;
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•
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regulatory compliance costs;
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•
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potential goodwill impairment charges related to prior acquisitions;
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•
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failure to appropriately estimate the scope of services under consulting arrangements; and
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•
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adjustments arising from ongoing or future tax examinations.
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•
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the inability to retain customers, key employees, vendors, distributors, business partners, and other entities associated with the acquired business;
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•
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the potential that due diligence of the acquired business or product does not identify significant problems;
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•
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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;
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•
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the potential for incompatible business cultures;
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•
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significant higher than anticipated transaction or integration-related costs;
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•
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potential additional exposure to fluctuations in currency exchange rates; and
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•
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the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business.
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•
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enhancing our technical accounting review for complex income tax considerations;
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•
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enhancing our income tax controls to include specific activities to ensure proper classification of deferred taxes;
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•
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supplementing our accounting and tax professionals with the engagement of an internationally recognized accounting firm to assist us in the technical review regarding the application of tax rules around deferred tax assets and liabilities; and
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•
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assessed
an
d reorganized the structure of our tax function to enhance the level of documentation, technical oversight and review
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•
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shortfalls in our expected financial results, including net revenue, billings, earnings, subscriptions, or other key performance metrics;
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•
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results and future projections related to our business model transition, including the impact of the end of upgrades and perpetual licenses;
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•
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quarterly variations in our or our competitors' results of operations;
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•
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general socio-economic, political or market conditions;
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•
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changes in estimates of future results or recommendations or 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;
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•
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uncertainty about certain governments' abilities to repay debt or effect fiscal policy;
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•
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the announcement of new products or product enhancements by us or our competitors;
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•
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unusual events such as significant acquisitions, divestitures, regulatory actions, and litigation;
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•
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changes in laws, rules, or regulations applicable to our business;
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•
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outstanding debt service obligations; and
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•
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other factors, including factors unrelated to our operating performance, such as instability affecting the economy or the operating performance of our competitors.
|
•
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increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
|
•
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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
|
•
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limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
|
ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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High
|
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Low
|
||||
Fiscal 2016
|
|
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|
||||
First Quarter
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$
|
65.00
|
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$
|
53.02
|
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Second Quarter
|
59.42
|
|
|
49.50
|
|
||
Third Quarter
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55.82
|
|
|
42.06
|
|
||
Fourth Quarter
|
65.78
|
|
|
45.04
|
|
||
Fiscal 2015
|
|
|
|
||||
First Quarter
|
$
|
58.68
|
|
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$
|
44.76
|
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Second Quarter
|
57.59
|
|
|
46.09
|
|
||
Third Quarter
|
58.75
|
|
|
48.38
|
|
||
Fourth Quarter
|
63.00
|
|
|
53.89
|
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(Shares in millions)
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
|
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Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2)
|
|||||
November 1- November 30
|
0.2
|
|
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$
|
62.95
|
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|
0.2
|
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|
7.7
|
|
December 1 - December 31
|
1.3
|
|
|
62.16
|
|
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1.3
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|
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6.4
|
|
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January 1 - January 31
|
0.1
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|
|
59.84
|
|
|
0.1
|
|
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6.3
|
|
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Total
|
1.6
|
|
|
$
|
62.16
|
|
|
1.6
|
|
|
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(1)
|
Represents shares purchased in open-market transactions under the stock repurchase program approved by the Board of Directors.
|
(2)
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These amounts correspond to the plan approved by the Board of Directors in June 2012 that authorizes the repurchase of
30.0 million
shares. The plan does not have a fixed expiration date.
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(1)
|
Assumes $100 invested on January 31, 2011, in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S. Software Index, with reinvestment of all dividends. Total stockholder returns for prior periods are not an indication of future investment returns.
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ITEM 6.
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SELECTED FINANCIAL DATA
|
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Fiscal year ended January 31,
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||||||||||||||||||
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2016
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2015
|
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2014
|
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2013
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|
2012
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(In millions, except per share data)
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For the Fiscal Year:
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||||||||||
Net revenue
|
$
|
2,504.1
|
|
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$
|
2,512.2
|
|
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$
|
2,273.9
|
|
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$
|
2,312.2
|
|
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$
|
2,215.6
|
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Income from operations
|
1.3
|
|
|
120.7
|
|
|
284.8
|
|
|
305.9
|
|
|
355.6
|
|
|||||
Net (loss) income
|
(330.5
|
)
|
|
81.8
|
|
|
228.8
|
|
|
247.4
|
|
|
285.3
|
|
|||||
Cash flow from operations
|
414.0
|
|
|
708.1
|
|
|
563.5
|
|
|
559.1
|
|
|
573.5
|
|
|||||
Common Stock Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net (loss) income per share
|
$
|
(1.46
|
)
|
|
$
|
0.36
|
|
|
$
|
1.02
|
|
|
$
|
1.09
|
|
|
$
|
1.25
|
|
Diluted net (loss) income per share
|
(1.46
|
)
|
|
0.35
|
|
|
1.00
|
|
|
1.07
|
|
|
1.22
|
|
|||||
Dividends paid per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
At Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (1)
|
$
|
5,515.3
|
|
|
$
|
4,909.7
|
|
|
$
|
4,589.9
|
|
|
$
|
4,302.4
|
|
|
$
|
3,227.8
|
|
Long-term liabilities
|
2,304.7
|
|
|
1,294.5
|
|
|
1,262.0
|
|
|
1,221.5
|
|
|
390.8
|
|
|||||
Stockholders’ equity
|
1,619.6
|
|
|
2,219.2
|
|
|
2,261.5
|
|
|
2,043.2
|
|
|
1,882.9
|
|
(1)
|
Effective in the second quarter of fiscal 2016, Autodesk elected to retrospectively adopt ASU 2015-03, regarding Subtopic 835-30 “Interest - Imputation of Interest". The adoption resulted in the reclassification of debt issuance costs from other assets to a reduction of long term notes payable, net for the prior periods presented.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Level 1
- Quoted prices for identical instruments in active markets;
|
•
|
Level 2
- Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
|
•
|
Level 3
- Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
•
|
future expected cash flows from sales, maintenance agreements, and acquired developed technologies;
|
•
|
the acquired company’s trade name and customer relationships as well as assumptions about the period of time the acquired trade name and customer relationships will continue to be used in the combined company’s product portfolio;
|
•
|
expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed; and
|
•
|
discount rates used to determine the present value of estimated future cash flows.
|
|
Fiscal Year Ended January 31, 2016
|
|
As a % of Net Revenue
|
|
Fiscal Year Ended January 31, 2015
|
|
As a % of Net Revenue
|
||||||
|
|
|
|
||||||||||
|
(in millions)
|
||||||||||||
Net Revenue
|
$
|
2,504.1
|
|
|
100
|
%
|
|
$
|
2,512.2
|
|
|
100
|
%
|
Cost of revenue
|
370.7
|
|
|
15
|
%
|
|
342.1
|
|
|
14
|
%
|
||
Gross Profit
|
2,133.4
|
|
|
85
|
%
|
|
2,170.1
|
|
|
86
|
%
|
||
Operating expenses
|
2,132.1
|
|
|
85
|
%
|
|
2,049.4
|
|
|
82
|
%
|
||
Income from Operations
|
$
|
1.3
|
|
|
—
|
%
|
|
$
|
120.7
|
|
|
5
|
%
|
|
Balance at
|
|
(Decrease)/Increase compared to
prior fiscal year |
|||||||||||
(in thousands)
|
January 31, 2016
|
|
January 31, 2015
|
|
|
|
%
|
|||||||
Maintenance Subscriptions
|
2,151.0
|
|
|
2,013.3
|
|
|
137.7
|
|
|
7
|
%
|
|||
New Model Subscriptions
|
427.2
|
|
|
220.4
|
|
|
206.8
|
|
|
94
|
%
|
|||
Total Subscriptions
|
2,578.2
|
|
|
2,233.7
|
|
|
344.5
|
|
|
15
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Maintenance ARR
|
$
|
1,121.4
|
|
|
$
|
1,103.8
|
|
|
$
|
17.6
|
|
|
2
|
%
|
New Model ARR
|
255.0
|
|
|
151.6
|
|
|
103.4
|
|
|
68
|
%
|
|||
Total ARR
|
$
|
1,376.4
|
|
|
$
|
1,255.4
|
|
|
$
|
121.0
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|||||||
(ARR divided by Subscriptions)
|
|
|
|
|
|
|
|
|||||||
Maintenance ARPS
|
$
|
521
|
|
|
$
|
548
|
|
|
$
|
(27
|
)
|
|
(5
|
)%
|
New Model ARPS
|
597
|
|
|
688
|
|
|
(91
|
)
|
|
(13
|
)%
|
|||
Total ARPS
|
$
|
534
|
|
|
$
|
562
|
|
|
$
|
(28
|
)
|
|
(5
|
)%
|
FY17 Guidance Metrics
|
FY17 (ending January 31, 2017)
|
Revenue (in millions) (1)
|
$1,950 - $2,050
|
GAAP Spend
(cost of revenue plus operating expenses)
|
3% - 4%
|
Non-GAAP Spend
(cost of revenue plus operating expenses) (2)
|
(1%) - flat
|
EPS GAAP
|
($3.32) - ($2.91)
|
EPS Non-GAAP (3)
|
($0.85) - ($0.60)
|
Net Subscription Additions
|
475,000 - 525,000
|
|
Fiscal Year Ended January 31, 2016
|
|
Increase (decrease) compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
|
Increase (decrease) compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2014
|
||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
|||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License and other
|
$
|
1,226.9
|
|
|
$
|
(114.5
|
)
|
|
(9
|
)%
|
|
$
|
1,341.4
|
|
|
$
|
86.5
|
|
|
7
|
%
|
|
$
|
1,254.9
|
|
Subscription
|
1,277.2
|
|
|
106.4
|
|
|
9
|
%
|
|
1,170.8
|
|
|
151.8
|
|
|
15
|
%
|
|
1,019.0
|
|
|||||
|
$
|
2,504.1
|
|
|
$
|
(8.1
|
)
|
|
—
|
%
|
|
$
|
2,512.2
|
|
|
$
|
238.3
|
|
|
10
|
%
|
|
$
|
2,273.9
|
|
Net Revenue by Geographic Area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Americas
|
$
|
972.8
|
|
|
$
|
74.8
|
|
|
8
|
%
|
|
$
|
898.0
|
|
|
$
|
79.1
|
|
|
10
|
%
|
|
$
|
818.9
|
|
Europe, Middle East, and Africa
|
934.6
|
|
|
(45.4
|
)
|
|
(5
|
)%
|
|
980.0
|
|
|
128.2
|
|
|
15
|
%
|
|
851.8
|
|
|||||
Asia Pacific
|
596.7
|
|
|
(37.5
|
)
|
|
(6
|
)%
|
|
634.2
|
|
|
31.0
|
|
|
5
|
%
|
|
603.2
|
|
|||||
|
$
|
2,504.1
|
|
|
$
|
(8.1
|
)
|
|
—
|
%
|
|
$
|
2,512.2
|
|
|
$
|
238.3
|
|
|
10
|
%
|
|
$
|
2,273.9
|
|
Net Revenue by Operating Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Architecture, Engineering, and Construction
|
$
|
949.1
|
|
|
$
|
76.5
|
|
|
9
|
%
|
|
$
|
872.6
|
|
|
$
|
142.0
|
|
|
19
|
%
|
|
$
|
730.6
|
|
Manufacturing
|
724.6
|
|
|
49.0
|
|
|
7
|
%
|
|
675.6
|
|
|
96.2
|
|
|
17
|
%
|
|
579.4
|
|
|||||
Platform Solutions and Emerging Business
|
670.4
|
|
|
(126.3
|
)
|
|
(16
|
)%
|
|
796.7
|
|
|
7.5
|
|
|
1
|
%
|
|
789.2
|
|
|||||
Media and Entertainment
|
160.0
|
|
|
(7.3
|
)
|
|
(4
|
)%
|
|
167.3
|
|
|
(7.4
|
)
|
|
(4
|
)%
|
|
174.7
|
|
|||||
|
$
|
2,504.1
|
|
|
$
|
(8.1
|
)
|
|
—
|
%
|
|
$
|
2,512.2
|
|
|
$
|
238.3
|
|
|
10
|
%
|
|
$
|
2,273.9
|
|
|
Fiscal Year Ended January 31, 2016
|
|
Increase compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2015
|
|
Increase compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2014
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License and other
|
$
|
214.6
|
|
|
$
|
6.1
|
|
|
3
|
%
|
|
$
|
208.5
|
|
|
$
|
29.8
|
|
|
17
|
%
|
|
$
|
178.7
|
|
Subscription
|
156.1
|
|
|
22.5
|
|
|
17
|
%
|
|
133.6
|
|
|
38.0
|
|
|
40
|
%
|
|
95.6
|
|
|||||
|
$
|
370.7
|
|
|
$
|
28.6
|
|
|
8
|
%
|
|
$
|
342.1
|
|
|
$
|
67.8
|
|
|
25
|
%
|
|
$
|
274.3
|
|
As a percentage of net revenue
|
15
|
%
|
|
|
|
|
|
14
|
%
|
|
|
|
|
|
12
|
%
|
|
Fiscal Year Ended January 31, 2016
|
|
Increase compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2015
|
|
Increase compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2014
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Marketing and sales
|
$
|
1,015.5
|
|
|
$
|
17.5
|
|
|
2
|
%
|
|
$
|
998.0
|
|
|
$
|
155.4
|
|
|
18
|
%
|
|
$
|
842.6
|
|
As a percentage of net revenue
|
41
|
%
|
|
|
|
|
|
40
|
%
|
|
|
|
|
|
37
|
%
|
|
Fiscal Year Ended January 31, 2016
|
|
Increase compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
|
Increase compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2014
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Research and development
|
$
|
790.0
|
|
|
$
|
64.8
|
|
|
9
|
%
|
|
$
|
725.2
|
|
|
$
|
114.1
|
|
|
19
|
%
|
|
$
|
611.1
|
|
As a percentage of net revenue
|
32
|
%
|
|
|
|
|
|
29
|
%
|
|
|
|
|
|
27
|
%
|
|
Fiscal Year Ended January 31, 2016
|
|
Increase compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
|
Increase compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2014
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
General and administrative
|
$
|
293.4
|
|
|
$
|
10.1
|
|
|
4
|
%
|
|
$
|
283.3
|
|
|
$
|
71.5
|
|
|
34
|
%
|
|
$
|
211.8
|
|
As a percentage of net revenue
|
12
|
%
|
|
|
|
|
|
11
|
%
|
|
|
|
|
|
9
|
%
|
|
Fiscal Year Ended January 31, 2016
|
|
Decrease compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
|
Increase compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2014
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Amortization of purchased intangibles
|
$
|
33.2
|
|
|
$
|
(6.6
|
)
|
|
(17
|
)%
|
|
$
|
39.8
|
|
|
$
|
3.3
|
|
|
9
|
%
|
|
$
|
36.5
|
|
As a percentage of net revenue
|
1
|
%
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
2
|
%
|
|
Fiscal Year Ended January 31, 2016
|
|
Decrease compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
|
Decrease compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2014
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Restructuring charges, net
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
(100
|
)%
|
|
$
|
3.1
|
|
|
$
|
(9.7
|
)
|
|
(76
|
)%
|
|
$
|
12.8
|
|
As a percentage of net revenue
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
1
|
%
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Interest and investment expense, net
|
$
|
(33.9
|
)
|
|
$
|
(13.2
|
)
|
|
$
|
(9.8
|
)
|
(Loss) gain on foreign currency
|
—
|
|
|
(3.9
|
)
|
|
4.0
|
|
|||
Gain (loss) on strategic investments
|
3.8
|
|
|
(23.3
|
)
|
|
(1.8
|
)
|
|||
Other income
|
8.5
|
|
|
2.7
|
|
|
2.7
|
|
|||
Interest and other expense, net
|
$
|
(21.6
|
)
|
|
$
|
(37.7
|
)
|
|
$
|
(4.9
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(Unaudited)
|
|
|
||||||
Year-over-year change in total net revenue
|
—
|
%
|
|
10
|
%
|
|
(2
|
)%
|
|||
Year-over-year change in total net billings (1)
|
5
|
%
|
|
18
|
%
|
|
(4
|
)%
|
|||
Year-over-year change in net subscription revenue
|
9
|
%
|
|
15
|
%
|
|
7
|
%
|
|||
Year-over-year change in net subscription billings (1)
|
16
|
%
|
|
22
|
%
|
|
(1
|
)%
|
|||
Gross profit
|
$
|
2,133.4
|
|
|
$
|
2,170.1
|
|
|
$
|
1,999.6
|
|
Non-GAAP gross profit
|
$
|
2,194.2
|
|
|
$
|
2,232.2
|
|
|
$
|
2,049.8
|
|
Gross margin
|
85
|
%
|
|
86
|
%
|
|
88
|
%
|
|||
Non-GAAP gross margin
|
88
|
%
|
|
89
|
%
|
|
90
|
%
|
|||
Income from operations
|
$
|
1.3
|
|
|
$
|
120.7
|
|
|
$
|
284.8
|
|
Non-GAAP income from operations
|
$
|
280.7
|
|
|
$
|
382.4
|
|
|
$
|
510.5
|
|
Operating margin
|
—
|
%
|
|
5
|
%
|
|
13
|
%
|
|||
Non-GAAP operating margin
|
11
|
%
|
|
15
|
%
|
|
22
|
%
|
|||
Net (loss) income
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
|
$
|
228.8
|
|
Non-GAAP net income
|
$
|
194.1
|
|
|
$
|
272.3
|
|
|
$
|
385.6
|
|
Diluted net (loss) income per share (2)
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
|
$
|
1.00
|
|
Non-GAAP diluted income per share (2)
|
$
|
0.84
|
|
|
$
|
1.17
|
|
|
$
|
1.68
|
|
GAAP diluted shares used in per share calculation
|
226.0
|
|
|
227.1
|
|
|
224.0
|
|
|||
Non-GAAP diluted weighted average shares used in per share calculation
|
230.7
|
|
|
232.4
|
|
|
229.6
|
|
(1)
|
Prior period was adjusted to conform with current period's presentation to include the effects from hedging on billings.
|
(2)
|
Net (loss) income per share were computed independently for each of the periods presented; therefore the sum of the net (loss) income per share amount for the quarters may not equal the total for the year.
|
|
Fiscal Year Ended
January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Unaudited)
|
||||||||||
Year-over-year change in total net revenue
|
—
|
%
|
|
10
|
%
|
|
(2
|
)%
|
|||
Change in deferred revenue
|
4
|
%
|
|
8
|
%
|
|
(2
|
)%
|
|||
Change in hedge gain applicable to billings (1)
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Change in acquisition related deferred revenue and other
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Year-over-year change in total net billings
|
5
|
%
|
|
18
|
%
|
|
(4
|
)%
|
|||
Year-over-year change in net subscription revenue
|
9
|
%
|
|
15
|
%
|
|
7
|
%
|
|||
Change in deferred subscription revenue
|
5
|
%
|
|
10
|
%
|
|
(7
|
)%
|
|||
Change in hedge gain applicable to subscription billings (1)
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Change in acquisition related deferred subscription revenue and other
|
1
|
%
|
|
(3
|
)%
|
|
(1
|
)%
|
|||
Year-over-year change in net subscription billings (1)
|
16
|
%
|
|
22
|
%
|
|
(1
|
)%
|
|||
Gross profit
|
$
|
2,133.4
|
|
|
$
|
2,170.1
|
|
|
$
|
1,999.6
|
|
Stock-based compensation expense
|
11.8
|
|
|
8.9
|
|
|
6.0
|
|
|||
Amortization of developed technologies
|
49.0
|
|
|
53.2
|
|
|
44.2
|
|
|||
Non-GAAP gross profit
|
$
|
2,194.2
|
|
|
$
|
2,232.2
|
|
|
$
|
2,049.8
|
|
Gross margin
|
85
|
%
|
|
86
|
%
|
|
88
|
%
|
|||
Stock-based compensation expense
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|||
Amortization of developed technologies
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
Non-GAAP gross margin
|
88
|
%
|
|
89
|
%
|
|
90
|
%
|
|||
Income from operations
|
$
|
1.3
|
|
|
$
|
120.7
|
|
|
$
|
284.8
|
|
Stock-based compensation expense
|
197.2
|
|
|
165.6
|
|
|
132.2
|
|
|||
Amortization of developed technologies
|
49.0
|
|
|
53.2
|
|
|
44.2
|
|
|||
Amortization of purchased intangibles
|
33.2
|
|
|
39.8
|
|
|
36.5
|
|
|||
Restructuring charges, net
|
—
|
|
|
3.1
|
|
|
12.8
|
|
|||
Non-GAAP income from operations
|
$
|
280.7
|
|
|
$
|
382.4
|
|
|
$
|
510.5
|
|
Operating margin
|
—
|
%
|
|
5
|
%
|
|
13
|
%
|
|||
Stock-based compensation expense
|
8
|
%
|
|
7
|
%
|
|
6
|
%
|
|||
Amortization of developed technologies
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
Amortization of purchased intangibles
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|||
Restructuring charges, net
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Non-GAAP operating margin
|
11
|
%
|
|
15
|
%
|
|
22
|
%
|
|||
Net (loss) income
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
|
$
|
228.8
|
|
Stock-based compensation expense
|
197.2
|
|
|
165.6
|
|
|
132.2
|
|
|||
Amortization of developed technologies
|
49.0
|
|
|
53.2
|
|
|
44.2
|
|
|||
Amortization of purchased intangibles
|
33.2
|
|
|
39.8
|
|
|
36.5
|
|
|||
Restructuring charges, net
|
—
|
|
|
3.1
|
|
|
12.8
|
|
|||
Loss on strategic investments
|
(3.7
|
)
|
|
23.3
|
|
|
1.8
|
|
|||
Establishment of valuation allowance on deferred tax assets
|
230.9
|
|
|
—
|
|
|
—
|
|
|||
Discrete tax provision items
|
0.8
|
|
|
(18.7
|
)
|
|
(10.2
|
)
|
|||
Income tax effect of non-GAAP adjustments
|
17.2
|
|
|
(75.8
|
)
|
|
(60.5
|
)
|
|||
Non-GAAP net income
|
$
|
194.1
|
|
|
$
|
272.3
|
|
|
$
|
385.6
|
|
|
Fiscal Year Ended
January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Unaudited)
|
||||||||||
Diluted net (loss) income per share (2)
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
|
$
|
1.00
|
|
Stock-based compensation expense
|
0.86
|
|
|
0.71
|
|
|
0.57
|
|
|||
Amortization of developed technologies
|
0.21
|
|
|
0.23
|
|
|
0.19
|
|
|||
Amortization of purchased intangibles
|
0.15
|
|
|
0.17
|
|
|
0.16
|
|
|||
Restructuring charges, net
|
—
|
|
|
0.01
|
|
|
0.06
|
|
|||
Loss on strategic investments
|
(0.01
|
)
|
|
0.10
|
|
|
—
|
|
|||
Establishment of valuation allowance on deferred tax assets
|
1.01
|
|
|
—
|
|
|
—
|
|
|||
Discrete tax provision items
|
—
|
|
|
(0.08
|
)
|
|
(0.04
|
)
|
|||
Income tax effect of non-GAAP adjustments
|
0.08
|
|
|
(0.32
|
)
|
|
(0.26
|
)
|
|||
Non-GAAP diluted net income per share (2)
|
$
|
0.84
|
|
|
$
|
1.17
|
|
|
$
|
1.68
|
|
(1)
|
Prior period was adjusted to conform with current period's presentation to include the effects from hedging on billings.
|
(2)
|
Net (loss) income per share were computed independently for each of the periods presented; therefore the sum of the net (loss) income per share amount for the quarters may not equal the total for the year.
|
|
Total
|
|
Fiscal 2017
|
|
Fiscal Years 2018-2019
|
|
Fiscal Years 2020-2021
|
|
Thereafter
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Notes
|
$
|
1,785.9
|
|
|
$
|
47.6
|
|
|
$
|
486.4
|
|
|
$
|
520.8
|
|
|
$
|
731.1
|
|
Operating lease obligations
|
252.7
|
|
|
60.5
|
|
|
96.8
|
|
|
44.2
|
|
|
51.2
|
|
|||||
Purchase obligations
|
100.2
|
|
|
75.1
|
|
|
21.0
|
|
|
4.1
|
|
|
—
|
|
|||||
Deferred compensation obligations
|
38.0
|
|
|
1.9
|
|
|
4.5
|
|
|
5.5
|
|
|
26.1
|
|
|||||
Pension obligations
|
37.6
|
|
|
3.9
|
|
|
7.6
|
|
|
7.0
|
|
|
19.1
|
|
|||||
Asset retirement obligations
|
11.1
|
|
|
1.6
|
|
|
7.5
|
|
|
1.7
|
|
|
0.3
|
|
|||||
Total (1)
|
$
|
2,225.5
|
|
|
$
|
190.6
|
|
|
$
|
623.8
|
|
|
$
|
583.3
|
|
|
$
|
827.8
|
|
(1)
|
This table generally excludes amounts already recorded on the balance sheet as current liabilities, certain purchase obligations as discussed below, long term deferred revenue, and amounts related to income tax liabilities for uncertain tax positions, since we cannot predict with reasonable reliability the timing of cash settlements to the respective taxing authorities (see Note
4
, “
Income Taxes
” to the Notes to Consolidated Financial Statements).
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Fiscal year ended January 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Net revenue:
|
|
|
|
|
|
||||||
License and other
|
$
|
1,226.9
|
|
|
$
|
1,341.4
|
|
|
$
|
1,254.9
|
|
Subscription
|
1,277.2
|
|
|
1,170.8
|
|
|
1,019.0
|
|
|||
Total net revenue
|
2,504.1
|
|
|
2,512.2
|
|
|
2,273.9
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of license and other revenue
|
214.6
|
|
|
208.5
|
|
|
178.7
|
|
|||
Cost of subscription revenue
|
156.1
|
|
|
133.6
|
|
|
95.6
|
|
|||
Total cost of revenue
|
370.7
|
|
|
342.1
|
|
|
274.3
|
|
|||
Gross profit
|
2,133.4
|
|
|
2,170.1
|
|
|
1,999.6
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Marketing and sales
|
1,015.5
|
|
|
998.0
|
|
|
842.6
|
|
|||
Research and development
|
790.0
|
|
|
725.2
|
|
|
611.1
|
|
|||
General and administrative
|
293.4
|
|
|
283.3
|
|
|
211.8
|
|
|||
Amortization of purchased intangibles
|
33.2
|
|
|
39.8
|
|
|
36.5
|
|
|||
Restructuring charges, net
|
—
|
|
|
3.1
|
|
|
12.8
|
|
|||
Total operating expenses
|
2,132.1
|
|
|
2,049.4
|
|
|
1,714.8
|
|
|||
Income from operations
|
1.3
|
|
|
120.7
|
|
|
284.8
|
|
|||
Interest and other expense, net
|
(21.6
|
)
|
|
(37.7
|
)
|
|
(4.9
|
)
|
|||
(Loss) income before income taxes
|
(20.3
|
)
|
|
83.0
|
|
|
279.9
|
|
|||
Provision for income taxes
|
(310.2
|
)
|
|
(1.2
|
)
|
|
(51.1
|
)
|
|||
Net (loss) income
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
|
$
|
228.8
|
|
Basic net (loss) income per share
|
$
|
(1.46
|
)
|
|
$
|
0.36
|
|
|
$
|
1.02
|
|
Diluted net (loss) income per share
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
|
$
|
1.00
|
|
Weighted average shares used in computing basic net (loss) income per share
|
226.0
|
|
|
227.1
|
|
|
224.0
|
|
|||
Weighted average shares used in computing diluted net (loss) income per share
|
226.0
|
|
|
232.4
|
|
|
229.6
|
|
|
Fiscal year ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
|
$
|
228.8
|
|
Other comprehensive (loss) income, net of reclassifications:
|
|
|
|
|
|
||||||
Net (loss) gain on derivative instruments (net of tax effect of $0.6, ($0.7), and $1.1)
|
(27.1
|
)
|
|
39.3
|
|
|
0.7
|
|
|||
Change in net unrealized loss on available-for-sale securities (net of tax effect of $0.0, ($0.2), and $0.3)
|
(1.4
|
)
|
|
(0.2
|
)
|
|
(1.1
|
)
|
|||
Change in defined benefit pension items (net of tax effect of $0.9, $1.8, and $0.6)
|
(4.6
|
)
|
|
(16.0
|
)
|
|
5.4
|
|
|||
Net change in cumulative foreign currency translation (loss) gain (net of tax effect of $0.5, $4.9, and$2.1)
|
(34.7
|
)
|
|
(75.8
|
)
|
|
0.1
|
|
|||
Total other comprehensive (loss) income
|
(67.8
|
)
|
|
(52.7
|
)
|
|
5.1
|
|
|||
Total comprehensive (loss) income
|
$
|
(398.3
|
)
|
|
$
|
29.1
|
|
|
$
|
233.9
|
|
|
January 31,
2016 |
|
January 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,353.0
|
|
|
$
|
1,410.6
|
|
Marketable securities
|
897.9
|
|
|
615.8
|
|
||
Accounts receivable, net
|
653.6
|
|
|
458.9
|
|
||
Deferred income taxes, net
|
—
|
|
|
85.1
|
|
||
Prepaid expenses and other current assets
|
88.6
|
|
|
100.9
|
|
||
Total current assets
|
2,993.1
|
|
|
2,671.3
|
|
||
Marketable securities
|
532.3
|
|
|
273.0
|
|
||
Computer equipment, software, furniture, and leasehold improvements, net
|
169.3
|
|
|
159.2
|
|
||
Developed technologies, net
|
70.8
|
|
|
86.5
|
|
||
Goodwill
|
1,535.0
|
|
|
1,456.2
|
|
||
Deferred income taxes, net
|
9.2
|
|
|
100.0
|
|
||
Other assets
|
205.6
|
|
|
163.5
|
|
||
Total assets
|
$
|
5,515.3
|
|
|
$
|
4,909.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
119.9
|
|
|
$
|
100.5
|
|
Accrued compensation
|
243.3
|
|
|
253.3
|
|
||
Accrued income taxes
|
29.4
|
|
|
28.2
|
|
||
Deferred revenue
|
1,068.9
|
|
|
900.8
|
|
||
Other accrued liabilities
|
129.5
|
|
|
117.3
|
|
||
Total current liabilities
|
1,591.0
|
|
|
1,400.1
|
|
||
Deferred revenue
|
450.3
|
|
|
256.3
|
|
||
Long term income taxes payable
|
161.4
|
|
|
158.8
|
|
||
Long term deferred income taxes
|
67.7
|
|
|
—
|
|
||
Long term notes payable, net
|
1,487.7
|
|
|
743.1
|
|
||
Other liabilities
|
137.6
|
|
|
132.2
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; shares authorized 2.0; none issued or outstanding at January 31, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common stock and additional paid-in capital, $0.01 par value; shares authorized 750.0; 224.4 outstanding at January 31, 2016 and 227.0 outstanding at January 31, 2015
|
1,821.5
|
|
|
1,773.1
|
|
||
Accumulated other comprehensive loss
|
(121.1
|
)
|
|
(53.3
|
)
|
||
Retained earnings
|
(80.8
|
)
|
|
499.4
|
|
||
Total stockholders’ equity
|
1,619.6
|
|
|
2,219.2
|
|
||
Total liabilities and stockholders' equity
|
$
|
5,515.3
|
|
|
$
|
4,909.7
|
|
|
Fiscal year ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
|
$
|
228.8
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
145.8
|
|
|
145.9
|
|
|
128.9
|
|
|||
Stock-based compensation expense
|
197.2
|
|
|
165.6
|
|
|
132.2
|
|
|||
Deferred income taxes
|
235.9
|
|
|
(18.8
|
)
|
|
(49.4
|
)
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
(0.5
|
)
|
|
(9.1
|
)
|
|||
Restructuring charges, net
|
—
|
|
|
3.1
|
|
|
12.8
|
|
|||
Other operating activities
|
(25.0
|
)
|
|
16.2
|
|
|
(16.1
|
)
|
|||
Changes in operating assets and liabilities, net of business combinations:
|
|
|
|
|
|
||||||
Accounts receivable
|
(195.5
|
)
|
|
(17.3
|
)
|
|
72.3
|
|
|||
Prepaid expenses and other current assets
|
(2.8
|
)
|
|
6.8
|
|
|
(20.3
|
)
|
|||
Accounts payable and accrued liabilities
|
24.9
|
|
|
130.8
|
|
|
(19.6
|
)
|
|||
Deferred revenue
|
360.5
|
|
|
245.2
|
|
|
66.0
|
|
|||
Accrued income taxes
|
3.5
|
|
|
(50.7
|
)
|
|
37.0
|
|
|||
Net cash provided by operating activities
|
414.0
|
|
|
708.1
|
|
|
563.5
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of marketable securities
|
(2,250.1
|
)
|
|
(1,355.1
|
)
|
|
(1,214.2
|
)
|
|||
Sales of marketable securities
|
329.4
|
|
|
190.0
|
|
|
537.0
|
|
|||
Maturities of marketable securities
|
1,376.6
|
|
|
969.0
|
|
|
742.1
|
|
|||
Acquisitions, net of cash acquired
|
(148.5
|
)
|
|
(630.0
|
)
|
|
(176.1
|
)
|
|||
Capital expenditures
|
(72.4
|
)
|
|
(75.5
|
)
|
|
(64.2
|
)
|
|||
Other investing activities
|
(44.5
|
)
|
|
(4.0
|
)
|
|
(18.6
|
)
|
|||
Net cash used in investing activities
|
(809.5
|
)
|
|
(905.6
|
)
|
|
(194.0
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
110.8
|
|
|
175.4
|
|
|
312.8
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(51.6
|
)
|
|
(40.0
|
)
|
|
(24.6
|
)
|
|||
Repurchase and retirement of common shares
|
(458.0
|
)
|
|
(372.4
|
)
|
|
(423.8
|
)
|
|||
Proceeds from debt, net of discount
|
748.3
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
0.5
|
|
|
9.1
|
|
|||
Other financing activities
|
(6.3
|
)
|
|
(3.4
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
343.2
|
|
|
(239.9
|
)
|
|
(126.5
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5.3
|
)
|
|
(5.0
|
)
|
|
(2.2
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(57.6
|
)
|
|
(442.4
|
)
|
|
240.8
|
|
|||
Cash and cash equivalents at beginning of fiscal year
|
1,410.6
|
|
|
1,853.0
|
|
|
1,612.2
|
|
|||
Cash and cash equivalents at end of fiscal year
|
$
|
1,353.0
|
|
|
$
|
1,410.6
|
|
|
$
|
1,853.0
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
34.7
|
|
|
$
|
20.4
|
|
|
$
|
20.5
|
|
Net cash paid during the year for income taxes
|
$
|
59.1
|
|
|
$
|
63.4
|
|
|
$
|
75.7
|
|
|
Common stock and additional paid-in capital
|
|
Accumulated other comprehensive (loss) income
|
|
Retained earnings
|
|
Total stockholders' equity
|
|||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||
Balances, January 31, 2013
|
223.6
|
|
|
$
|
1,449.8
|
|
|
$
|
(5.7
|
)
|
|
$
|
599.1
|
|
|
$
|
2,043.2
|
|
Common shares issued under stock plans
|
13.6
|
|
|
288.2
|
|
|
—
|
|
|
—
|
|
|
288.2
|
|
||||
Stock-based compensation expense
|
—
|
|
|
132.2
|
|
|
—
|
|
|
—
|
|
|
132.2
|
|
||||
Tax benefits from employee stock plans
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
228.8
|
|
|
228.8
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
5.1
|
|
|
|
|
|
5.1
|
|
||||
Repurchase and retirement of common shares
|
(10.5
|
)
|
|
(220.7
|
)
|
|
—
|
|
|
(203.1
|
)
|
|
(423.8
|
)
|
||||
Balances, January 31, 2014
|
226.7
|
|
|
1,637.3
|
|
|
(0.6
|
)
|
|
624.8
|
|
|
2,261.5
|
|
||||
Common shares issued under stock plans
|
7.2
|
|
|
135.4
|
|
|
—
|
|
|
—
|
|
|
135.4
|
|
||||
Stock-based compensation expense
|
—
|
|
|
165.6
|
|
|
—
|
|
|
—
|
|
|
165.6
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
81.8
|
|
|
81.8
|
|
||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
(52.7
|
)
|
|
—
|
|
|
(52.7
|
)
|
||||
Repurchase and retirement of common shares
|
(6.9
|
)
|
|
(165.2
|
)
|
|
—
|
|
|
(207.2
|
)
|
|
(372.4
|
)
|
||||
Balances, January 31, 2015
|
227.0
|
|
|
1,773.1
|
|
|
(53.3
|
)
|
|
499.4
|
|
|
2,219.2
|
|
||||
Common shares issued under stock plans
|
5.9
|
|
|
59.2
|
|
|
—
|
|
|
—
|
|
|
59.2
|
|
||||
Stock-based compensation expense
|
—
|
|
|
197.2
|
|
|
—
|
|
|
—
|
|
|
197.2
|
|
||||
Tax benefits from employee stock plans
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(330.5
|
)
|
|
(330.5
|
)
|
||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
(67.8
|
)
|
|
—
|
|
|
(67.8
|
)
|
||||
Repurchase and retirement of common shares
|
(8.5
|
)
|
|
(208.3
|
)
|
|
—
|
|
|
(249.7
|
)
|
|
(458.0
|
)
|
||||
Balances, January 31, 2016
|
224.4
|
|
|
$
|
1,821.5
|
|
|
$
|
(121.1
|
)
|
|
$
|
(80.8
|
)
|
|
$
|
1,619.6
|
|
|
Fiscal year ended January 31,
|
||||||
|
2015
|
|
2014
|
||||
Reclassifications within operating expenses:
|
|
|
|
||||
(Decrease) to general and administrative
|
$
|
(10.9
|
)
|
|
$
|
(36.5
|
)
|
Increase to amortization of purchased intangibles
|
10.9
|
|
|
36.5
|
|
|
2016
|
|
2015
|
||||
Trade accounts receivable
|
$
|
700.1
|
|
|
$
|
495.4
|
|
Less: Allowance for doubtful accounts
|
(7.6
|
)
|
|
(6.3
|
)
|
||
Product returns reserve
|
(1.6
|
)
|
|
(2.6
|
)
|
||
Partner programs and other obligations
|
(37.3
|
)
|
|
(27.6
|
)
|
||
Accounts receivable, net
|
$
|
653.6
|
|
|
$
|
458.9
|
|
|
2016
|
|
2015
|
||
United States
|
26
|
%
|
|
19
|
%
|
Other Americas
|
1
|
%
|
|
1
|
%
|
Europe, Middle East, and Africa (“EMEA”)
|
50
|
%
|
|
56
|
%
|
Asia Pacific (“APAC”)
|
23
|
%
|
|
24
|
%
|
|
2016
|
|
2015
|
||||
Computer hardware, at cost
|
$
|
202.7
|
|
|
$
|
194.0
|
|
Computer software, at cost
|
85.6
|
|
|
84.9
|
|
||
Leasehold improvements, land, and buildings, at cost
|
202.9
|
|
|
176.3
|
|
||
Furniture and equipment, at cost
|
59.0
|
|
|
53.0
|
|
||
Computer software, hardware, leasehold improvements, furniture, and equipment, at cost
|
550.2
|
|
|
508.2
|
|
||
Less: Accumulated depreciation
|
(380.9
|
)
|
|
(349.0
|
)
|
||
Computer software, hardware, leasehold improvements, furniture, and equipment, net
|
$
|
169.3
|
|
|
$
|
159.2
|
|
|
2016
|
|
2015
|
||||
Developed technologies, at cost
|
$
|
571.4
|
|
|
$
|
538.4
|
|
Customer relationships, trade names, patents, and user lists, at cost (1)
|
371.6
|
|
|
348.9
|
|
||
Other intangible assets, at cost (2)
|
943.0
|
|
|
887.3
|
|
||
Less: Accumulated amortization
|
(796.2
|
)
|
|
(715.4
|
)
|
||
Other intangible assets, net
|
$
|
146.8
|
|
|
$
|
171.9
|
|
(1)
|
Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(2)
|
Includes the effects of foreign currency translation.
|
|
Platform Solutions and Emerging Business
|
|
Architecture, Engineering, and Construction
|
|
Manufacturing
|
|
Media and Entertainment
|
|
Delcam (1)
|
|
Total
|
||||||||||||
Balance as of January 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
327.5
|
|
|
$
|
427.0
|
|
|
$
|
422.7
|
|
|
$
|
245.2
|
|
|
$
|
183.0
|
|
|
$
|
1,605.4
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.2
|
)
|
|
—
|
|
|
(149.2
|
)
|
||||||
|
327.5
|
|
|
427.0
|
|
|
422.7
|
|
|
96.0
|
|
|
183.0
|
|
|
1,456.2
|
|
||||||
netfabb GmbH
|
32.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.8
|
|
||||||
Goodwill acquired from other acquisitions
|
33.4
|
|
|
4.1
|
|
|
16.6
|
|
|
10.4
|
|
|
—
|
|
|
64.5
|
|
||||||
Effect of foreign currency translation, purchase accounting adjustments, and other
|
(6.8
|
)
|
|
(3.9
|
)
|
|
(1.9
|
)
|
|
0.6
|
|
|
(6.5
|
)
|
|
(18.5
|
)
|
||||||
Balance as of January 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
386.9
|
|
|
427.2
|
|
|
437.4
|
|
|
256.2
|
|
|
176.5
|
|
|
1,684.2
|
|
||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.2
|
)
|
|
—
|
|
|
(149.2
|
)
|
||||||
|
$
|
386.9
|
|
|
$
|
427.2
|
|
|
$
|
437.4
|
|
|
$
|
107.0
|
|
|
$
|
176.5
|
|
|
$
|
1,535.0
|
|
(1)
|
Delcam is a separate reporting unit within the Manufacturing ("MFG") reporting segment.
|
|
Platform Solutions and Emerging Business
|
|
Architecture, Engineering, and Construction
|
|
Manufacturing
|
|
Media and Entertainment
|
|
Delcam (1)
|
|
Total
|
||||||||||||
Balance 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 plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196.1
|
|
|
196.1
|
|
||||||
Within Technologies Limited
|
80.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
80.6
|
|
||||||
Shotgun Software Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
43.2
|
|
|
|
|
|
43.2
|
|
||||||
Goodwill acquired from other acquisitions
|
117.8
|
|
|
28.1
|
|
|
20.1
|
|
|
15.3
|
|
|
|
|
|
181.3
|
|
||||||
Effect of foreign currency translation, purchase accounting adjustments, and other
|
(13.2
|
)
|
|
(16.3
|
)
|
|
(9.0
|
)
|
|
(3.3
|
)
|
|
(13.1
|
)
|
|
(54.9
|
)
|
||||||
Balance as of January 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
327.5
|
|
|
427.0
|
|
|
422.7
|
|
|
245.2
|
|
|
183.0
|
|
|
1,605.4
|
|
||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.2
|
)
|
|
—
|
|
|
(149.2
|
)
|
||||||
|
$
|
327.5
|
|
|
$
|
427.0
|
|
|
$
|
422.7
|
|
|
$
|
96.0
|
|
|
$
|
183.0
|
|
|
$
|
1,456.2
|
|
(1)
|
Delcam is a separate reporting unit within the Manufacturing ("MFG") reporting segment.
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of license and other revenue
|
$
|
6.1
|
|
|
$
|
4.6
|
|
|
$
|
3.8
|
|
Cost of subscription
|
5.7
|
|
|
4.3
|
|
|
2.2
|
|
|||
Marketing and sales
|
85.2
|
|
|
72.4
|
|
|
58.6
|
|
|||
Research and development
|
70.4
|
|
|
56.0
|
|
|
43.7
|
|
|||
General and administrative
|
29.8
|
|
|
28.3
|
|
|
23.9
|
|
|||
Stock-based compensation expense related to stock awards and ESP Plan purchases
|
197.2
|
|
|
165.6
|
|
|
132.2
|
|
|||
Tax benefit
|
(1.6
|
)
|
|
(45.2
|
)
|
|
(36.4
|
)
|
|||
Stock-based compensation expense related to stock awards and ESP Plan purchases, net
|
$
|
195.6
|
|
|
$
|
120.4
|
|
|
$
|
95.8
|
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
|
January 31, 2016
|
|
January 31, 2015
|
|
January 31, 2014
|
||||||
|
|
Performance Stock Unit
|
|
ESP Plan
|
|
Performance Stock Unit
|
|
ESP Plan
|
|
Performance Stock Unit
|
|
ESP Plan
|
Range of expected volatilities
|
|
27%
|
|
28 -29%
|
|
30%
|
|
29 - 33%
|
|
34%
|
|
27 - 36%
|
Range of expected lives (in years)
|
|
N/A
|
|
0.5 - 2.0
|
|
N/A
|
|
0.5 - 2.0
|
|
N/A
|
|
0.5 - 2.0
|
Expected dividends
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Range of risk-free interest rates
|
|
0.2%
|
|
0.1 - 0.7%
|
|
0.1%
|
|
0.0 - 0.6%
|
|
0.1%
|
|
0.1 - 0.4%
|
|
|
|
January 31, 2016
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Agency bonds
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Certificates of deposit
|
267.6
|
|
|
—
|
|
|
—
|
|
|
267.6
|
|
|
267.6
|
|
|
—
|
|
|
—
|
|
||||||||
|
Commercial paper
|
106.6
|
|
|
—
|
|
|
—
|
|
|
106.6
|
|
|
—
|
|
|
106.6
|
|
|
—
|
|
||||||||
|
Custody cash deposit
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
||||||||
|
Money market funds
|
382.4
|
|
|
—
|
|
|
—
|
|
|
382.4
|
|
|
—
|
|
|
382.4
|
|
|
—
|
|
||||||||
|
Municipal bonds
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
||||||||
|
U.S. treasury bills
|
103.0
|
|
|
—
|
|
|
—
|
|
|
103.0
|
|
|
103.0
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Asset backed securities
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|||||||
|
|
Certificates of deposit
|
190.3
|
|
|
—
|
|
|
—
|
|
|
190.3
|
|
|
190.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Commercial paper
|
141.1
|
|
|
—
|
|
|
—
|
|
|
141.1
|
|
|
—
|
|
|
141.1
|
|
|
—
|
|
|||||||
|
|
Corporate debt securities
|
377.1
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
376.9
|
|
|
376.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal bonds
|
9.7
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Sovereign debt
|
20.1
|
|
|
—
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|||||||
|
|
U.S. government agency bonds
|
40.0
|
|
|
—
|
|
|
(0.1
|
)
|
|
39.9
|
|
|
39.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
U.S. treasury bills
|
74.6
|
|
|
—
|
|
|
—
|
|
|
74.6
|
|
|
74.6
|
|
|
—
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
38.8
|
|
|
0.4
|
|
|
(1.2
|
)
|
|
38.0
|
|
|
38.0
|
|
|
—
|
|
|
—
|
|
|||||||
|
Long-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bonds
|
56.8
|
|
|
0.1
|
|
|
—
|
|
|
56.9
|
|
|
56.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Asset backed securities
|
36.5
|
|
|
0.1
|
|
|
—
|
|
|
36.6
|
|
|
—
|
|
|
36.6
|
|
|
—
|
|
|||||||
|
|
Corporate debt securities
|
320.9
|
|
|
0.3
|
|
|
(0.8
|
)
|
|
320.4
|
|
|
320.4
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal securities
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Sovereign debt
|
16.9
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|||||||
|
|
U.S. government agency securities
|
98.4
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
98.6
|
|
|
98.6
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible debt securities (2)
|
2.5
|
|
|
2.0
|
|
|
(1.1
|
)
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||||||
Derivative contracts (3)
|
1.5
|
|
|
7.8
|
|
|
(7.4
|
)
|
|
1.9
|
|
|
—
|
|
|
1.6
|
|
|
0.3
|
|
|||||||||
|
|
Total
|
$
|
2,310.6
|
|
|
$
|
11.1
|
|
|
$
|
(11.0
|
)
|
|
$
|
2,310.7
|
|
|
$
|
1,594.4
|
|
|
$
|
712.6
|
|
|
$
|
3.7
|
|
(1)
|
Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.
|
(2)
|
Considered "available for sale" and included in "Other assets" in the accompanying Consolidated Balance Sheets.
|
(3)
|
Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.
|
|
|
|
January 31, 2015
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Certificates of deposit
|
$
|
258.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258.6
|
|
|
$
|
258.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Commercial paper
|
161.0
|
|
|
—
|
|
|
—
|
|
|
161.0
|
|
|
—
|
|
|
161.0
|
|
|
—
|
|
||||||||
|
Corporate bond
|
11.5
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
||||||||
|
Custody cash deposit
|
141.5
|
|
|
—
|
|
|
—
|
|
|
141.5
|
|
|
141.5
|
|
|
—
|
|
|
—
|
|
||||||||
|
Money market funds
|
127.3
|
|
|
—
|
|
|
—
|
|
|
127.3
|
|
|
—
|
|
|
127.3
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bonds
|
37.9
|
|
|
—
|
|
|
—
|
|
|
37.9
|
|
|
37.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Certificates of deposit
|
101.9
|
|
|
—
|
|
|
—
|
|
|
101.9
|
|
|
101.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Commercial paper
|
258.4
|
|
|
—
|
|
|
—
|
|
|
258.4
|
|
|
—
|
|
|
258.4
|
|
|
—
|
|
|||||||
|
|
Corporate debt securities
|
148.0
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
148.0
|
|
|
148.0
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal bond
|
29.2
|
|
|
0.1
|
|
|
—
|
|
|
29.3
|
|
|
29.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
36.9
|
|
|
3.4
|
|
|
—
|
|
|
40.3
|
|
|
40.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
Long-term available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bond
|
50.6
|
|
|
0.2
|
|
|
—
|
|
|
50.8
|
|
|
50.8
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Corporate debt securities
|
199.4
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
199.8
|
|
|
199.8
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal securities
|
13.3
|
|
|
0.1
|
|
|
—
|
|
|
13.4
|
|
|
13.4
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
U.S. government agency securities
|
8.9
|
|
|
0.1
|
|
|
—
|
|
|
9.0
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible debt securities (2)
|
4.7
|
|
|
2.5
|
|
|
(2.1
|
)
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||||||
Derivative contracts (3)
|
3.5
|
|
|
19.5
|
|
|
(7.0
|
)
|
|
16.0
|
|
|
—
|
|
|
15.1
|
|
|
0.9
|
|
|||||||||
|
|
Total
|
$
|
1,592.6
|
|
|
$
|
26.6
|
|
|
$
|
(9.4
|
)
|
|
$
|
1,609.8
|
|
|
$
|
1,042.0
|
|
|
$
|
561.8
|
|
|
$
|
6.0
|
|
(1)
|
Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.
|
(2)
|
Considered "available for sale" securities and included in "Other assets" in the accompanying Consolidated Balance Sheets.
|
(3)
|
Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.
|
|
Fair Value Measurements Using
Significant Unobservable Inputs
|
|||||||||||
|
(Level 3)
|
|||||||||||
|
|
Derivative Contracts
|
|
Convertible Debt Securities
|
|
Total
|
||||||
Balances, January 31, 2014
|
|
$
|
9.1
|
|
|
$
|
20.2
|
|
|
$
|
29.3
|
|
Purchases
|
|
0.1
|
|
|
0.6
|
|
|
0.7
|
|
|||
Settlements
|
|
(0.8
|
)
|
|
(3.0
|
)
|
|
(3.8
|
)
|
|||
Losses included in interest and other expense
|
|
(7.5
|
)
|
|
(13.3
|
)
|
|
(20.8
|
)
|
|||
Gains included in OCI
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||
Balances, January 31, 2015
|
|
0.9
|
|
|
5.1
|
|
|
6.0
|
|
|||
Purchases
|
|
4.3
|
|
|
6.2
|
|
|
10.5
|
|
|||
Settlements
|
|
(5.9
|
)
|
|
(8.3
|
)
|
|
(14.2
|
)
|
|||
Gains included in interest and other expense
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||
Gains included in OCI
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||
Balances, January 31, 2016
|
|
$
|
0.3
|
|
|
$
|
3.4
|
|
|
$
|
3.7
|
|
|
January 31, 2016
|
||||||
|
Cost
|
|
Fair Value
|
||||
Due in 1 year
|
$
|
849.2
|
|
|
$
|
849.0
|
|
Due in 1 year through 5 years
|
542.5
|
|
|
543.2
|
|
||
Due in 5 years through 10 years
|
3.4
|
|
|
3.4
|
|
||
Total
|
$
|
1,395.1
|
|
|
$
|
1,395.6
|
|
(1)
|
Considering Autodesk's master netting arrangements, these contracts are presented net settled. The gross balance is $
5.1 million
and $
23.8 million
at
January 31, 2016
and
January 31, 2015
, respectively.
|
(2)
|
Considering Autodesk's master netting arrangements, these contracts are presented net settled. The gross balance is $
5.1 million
and $
8.7 million
at
January 31, 2016
and
January 31, 2015
, respectively.
|
|
Foreign Currency Contracts
|
||||||||||
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Amount of gain recognized in accumulated other comprehensive income on derivatives (effective portion)
|
$
|
2.2
|
|
|
$
|
46.4
|
|
|
$
|
12.2
|
|
Amount and location of gain reclassified from accumulated other comprehensive income into income (effective portion)
|
|
|
|
|
|
||||||
Net revenue
|
$
|
39.8
|
|
|
$
|
10.5
|
|
|
$
|
13.1
|
|
Operating expenses
|
(10.5
|
)
|
|
(3.5
|
)
|
|
(1.6
|
)
|
|||
Total
|
$
|
29.3
|
|
|
$
|
7.0
|
|
|
$
|
11.5
|
|
Amount and location of (loss) gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
|
|
|
|
||||||
Interest and other expense, net
|
$
|
(0.7
|
)
|
|
$
|
0.9
|
|
|
$
|
(0.1
|
)
|
|
Foreign Exchange Contracts
|
||||||||||
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Amount and location of (loss) gain recognized in income on derivatives not designated as hedging instruments
|
|
|
|
|
|
||||||
Interest and other expense, net
|
$
|
(1.7
|
)
|
|
$
|
(25.5
|
)
|
|
$
|
12.8
|
|
|
Number of Shares
|
|
Weighted average exercise price per share
|
|
Weighted average remaining contractual term
|
|
Aggregate Intrinsic Value (2)
|
|||||
|
(in millions)
|
|
|
|
(in years)
|
|
(in millions)
|
|||||
Options outstanding at January 31, 2015
|
2.7
|
|
|
$
|
34.46
|
|
|
|
|
|
||
Granted (1)
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(1.1
|
)
|
|
30.88
|
|
|
|
|
|
|||
Canceled/Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options vested, exercisable and outstanding at January 31, 2016
|
1.6
|
|
|
$
|
37.06
|
|
|
3.7
|
|
$
|
15.4
|
|
Options available for grant at January 31, 2016
|
19.6
|
|
|
|
|
|
|
|
(1)
|
Autodesk did not grant stock options in the twelve months ended
January 31, 2016
.
|
(2)
|
Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of
$46.82
per share as of
January 31, 2016
, which would have been received by the option holders had all option holders exercised their options as of that date.
|
|
Fiscal year ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Pre-tax intrinsic value of options exercised (1)
|
$
|
32.6
|
|
|
$
|
67.6
|
|
|
$
|
149.0
|
|
(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.
|
|
Number of Shares (in millions)
|
|
Weighted average exercise price per share
|
|||
Range of per-share exercise prices:
|
|
|
|
|||
$12.31 - $34.70
|
0.5
|
|
|
$
|
27.34
|
|
$36.06 - $41.62
|
0.6
|
|
|
40.62
|
|
|
$42.39 - $43.81
|
0.5
|
|
|
43.80
|
|
|
|
1.6
|
|
|
$
|
37.06
|
|
|
Unreleased Restricted Stock Units
|
|
Weighted average grant date fair value
|
|||
|
(in thousands)
|
|
|
|||
Unvested restricted stock units at January 31, 2015
|
7,801.3
|
|
|
$
|
48.46
|
|
Granted
|
4,035.1
|
|
|
52.53
|
|
|
Vested
|
(3,657.5
|
)
|
|
45.61
|
|
|
Canceled/Forfeited
|
(473.9
|
)
|
|
50.19
|
|
|
Performance Adjustment (1)
|
34.6
|
|
|
54.92
|
|
|
Unvested restricted stock units at January 31, 2016
|
7,739.6
|
|
|
$
|
51.80
|
|
(1)
|
Based on Autodesk's financial results for the performance period, the fiscal 2015, 2014 and 2013 performance stock units were earned at
113.8%
,
65.8%
, and
92.3%
of the target award, respectively. The vesting of the 2013 performance stock units was subject to the holders satisfying the remaining service condition of the awards, which ended in March 2015.
|
•
|
Up to one third of the PSU may vest following year one depending upon the achievement of Annual Financial Results 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 Annual Financial Results 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 Annual Financial Results for year three as well as 3 year Relative TSR (covering years one, two, and three).
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Plan category
|
Number of securities to be issued upon exercise of outstanding options
|
|
Weighted-average exercise price of outstanding options
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions)
|
|
||||
Equity compensation plans approved by security holders
|
9.3
|
|
|
$
|
37.06
|
|
|
62.9
|
|
(1)
|
Total
|
9.3
|
|
|
$
|
37.06
|
|
|
62.9
|
|
|
(1)
|
Included in this amount are
43.3 million
securities available for future issuance under Autodesk’s ESP Plan.
|
|
Fiscal year ended January 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Income tax provision at U.S. Federal statutory rate
|
$
|
(7.1
|
)
|
|
$
|
29.0
|
|
|
$
|
98.0
|
|
State income tax benefit, net of the U.S. Federal benefit
|
(7.6
|
)
|
|
(4.0
|
)
|
|
(2.9
|
)
|
|||
Foreign income taxed at rates different from the U.S. statutory rate
|
(29.4
|
)
|
|
(40.0
|
)
|
|
(57.1
|
)
|
|||
U.S. valuation allowance
|
345.0
|
|
|
2.9
|
|
|
2.1
|
|
|||
Tax effect of non-deductible stock-based compensation
|
19.3
|
|
|
15.7
|
|
|
10.8
|
|
|||
Research and development tax credit benefit
|
(9.4
|
)
|
|
(7.2
|
)
|
|
(8.8
|
)
|
|||
Closure of income tax audits and changes in uncertain tax positions
|
(4.7
|
)
|
|
(0.7
|
)
|
|
3.6
|
|
|||
Tax effect of officer compensation in excess of $1.0 million
|
1.4
|
|
|
2.4
|
|
|
3.0
|
|
|||
Non-deductible expenses
|
2.6
|
|
|
2.2
|
|
|
2.6
|
|
|||
Other
|
0.1
|
|
|
0.9
|
|
|
(0.2
|
)
|
|||
|
$
|
310.2
|
|
|
$
|
1.2
|
|
|
$
|
51.1
|
|
|
January 31,
|
||||||
2016
|
|
2015
|
|||||
Stock-based compensation
|
$
|
37.5
|
|
|
$
|
39.9
|
|
Research and development tax credit carryforwards
|
91.3
|
|
|
62.6
|
|
||
Foreign tax credit carryforwards
|
51.1
|
|
|
—
|
|
||
Accrued compensation and benefits
|
41.5
|
|
|
43.6
|
|
||
Other accruals not currently deductible for tax
|
23.6
|
|
|
18.4
|
|
||
Purchased technology and capitalized software
|
64.3
|
|
|
53.9
|
|
||
Fixed assets
|
18.6
|
|
|
16.2
|
|
||
Tax loss carryforwards
|
17.6
|
|
|
16.0
|
|
||
Deferred Revenue
|
56.7
|
|
|
48.0
|
|
||
Other
|
13.9
|
|
|
7.4
|
|
||
Total deferred tax assets
|
416.1
|
|
|
306.0
|
|
||
Less: valuation allowance
|
(398.0
|
)
|
|
(70.8
|
)
|
||
Net deferred tax assets
|
18.1
|
|
|
235.2
|
|
||
Indefinite lived intangibles
|
(54.1
|
)
|
|
(40.7
|
)
|
||
Unremitted earnings of foreign subsidiaries
|
(22.4
|
)
|
|
(9.4
|
)
|
||
Total deferred tax liabilities
|
(76.5
|
)
|
|
(50.1
|
)
|
||
Net deferred tax assets
|
$
|
(58.4
|
)
|
|
$
|
185.1
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Gross unrecognized tax benefits at the beginning of the fiscal year
|
$
|
245.8
|
|
|
$
|
222.1
|
|
|
$
|
212.7
|
|
Increases for tax positions of prior years
|
1.4
|
|
|
3.2
|
|
|
1.8
|
|
|||
Decreases for tax positions of prior years
|
(7.0
|
)
|
|
(2.5
|
)
|
|
(0.3
|
)
|
|||
Increases for tax positions related to the current year
|
15.8
|
|
|
33.2
|
|
|
15.3
|
|
|||
Decreases relating to settlements with taxing authorities
|
(0.5
|
)
|
|
(5.4
|
)
|
|
(4.6
|
)
|
|||
Reductions as a result of lapse of the statute of limitations
|
(1.2
|
)
|
|
(4.8
|
)
|
|
(2.8
|
)
|
|||
Gross unrecognized tax benefits at the end of the fiscal year
|
$
|
254.3
|
|
|
$
|
245.8
|
|
|
$
|
222.1
|
|
|
|
netfabb
|
|
Other
|
||||
Developed technologies
|
|
$
|
6.6
|
|
|
$
|
27.3
|
|
Customer relationships and other non-current intangible assets
|
|
6.2
|
|
|
12.9
|
|
||
Trade name
|
|
1.4
|
|
|
4.7
|
|
||
Goodwill
|
|
32.8
|
|
|
64.5
|
|
||
Deferred Revenue (current and non-current)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
||
Deferred tax liability
|
|
(3.9
|
)
|
|
(2.4
|
)
|
||
Net tangible assets (liabilities)
|
|
0.4
|
|
|
0.5
|
|
||
|
|
$
|
42.5
|
|
|
$
|
106.8
|
|
|
Shotgun
|
|
Within
|
|
Delcam
|
|
Other
|
||||||||
Developed technologies
|
$
|
5.4
|
|
|
$
|
4.6
|
|
|
$
|
28.9
|
|
|
$
|
39.0
|
|
Customer relationships
|
7.5
|
|
|
3.6
|
|
|
39.7
|
|
|
9.8
|
|
||||
Trade name
|
1.6
|
|
|
1.2
|
|
|
16.5
|
|
|
6.3
|
|
||||
Goodwill
|
43.2
|
|
|
80.6
|
|
|
190.4
|
|
|
180.6
|
|
||||
Deferred Revenue
|
(0.7
|
)
|
|
—
|
|
|
(10.4
|
)
|
|
(0.4
|
)
|
||||
Deferred tax (liability) asset
|
(2.6
|
)
|
|
(1.7
|
)
|
|
(13.2
|
)
|
|
(2.1
|
)
|
||||
Net tangible assets
|
0.1
|
|
|
(0.3
|
)
|
|
32.7
|
|
|
1.3
|
|
||||
Total
|
$
|
54.5
|
|
|
$
|
88.0
|
|
|
$
|
284.6
|
|
|
$
|
234.5
|
|
|
|
||
2017
|
$
|
61.0
|
|
2018
|
54.8
|
|
|
2019
|
43.1
|
|
|
2020
|
26.2
|
|
|
2021
|
18.0
|
|
|
Thereafter
|
51.2
|
|
|
|
254.3
|
|
|
Less: Sublease income
|
1.6
|
|
|
|
$
|
252.7
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Rent expense
|
$
|
58.7
|
|
|
$
|
55.0
|
|
|
$
|
50.2
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest and investment expense, net
|
$
|
(33.9
|
)
|
|
$
|
(13.2
|
)
|
|
$
|
(9.8
|
)
|
(Loss) gain on foreign currency
|
—
|
|
|
(3.9
|
)
|
|
4.0
|
|
|||
Gain (loss) on strategic investments
|
3.8
|
|
|
(23.3
|
)
|
|
(1.8
|
)
|
|||
Other income
|
8.5
|
|
|
2.7
|
|
|
2.7
|
|
|||
Interest and other expense, net
|
$
|
(21.6
|
)
|
|
$
|
(37.7
|
)
|
|
$
|
(4.9
|
)
|
|
Net Unrealized Gains (Losses) on Derivative Instruments
|
|
Net Unrealized Gains (Losses) on Available for Sale Securities
|
|
Defined Benefit Pension Components
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||||
Balances, January 31, 2014
|
$
|
3.5
|
|
|
$
|
1.8
|
|
|
$
|
(7.7
|
)
|
|
$
|
1.8
|
|
|
$
|
(0.6
|
)
|
Other comprehensive income (loss) before reclassifications
|
47.0
|
|
|
(1.7
|
)
|
|
(18.3
|
)
|
|
(80.7
|
)
|
|
(53.7
|
)
|
|||||
Pre-tax (gains) losses reclassified from accumulated other comprehensive income
|
(7.0
|
)
|
|
1.7
|
|
|
0.5
|
|
|
—
|
|
|
(4.8
|
)
|
|||||
Tax effects
|
(0.7
|
)
|
|
(0.2
|
)
|
|
1.8
|
|
|
4.9
|
|
|
5.8
|
|
|||||
Net current period other comprehensive income (loss)
|
39.3
|
|
|
(0.2
|
)
|
|
(16.0
|
)
|
|
(75.8
|
)
|
|
(52.7
|
)
|
|||||
Balances, January 31, 2015
|
42.8
|
|
|
1.6
|
|
|
(23.7
|
)
|
|
(74.0
|
)
|
|
(53.3
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
1.6
|
|
|
(1.3
|
)
|
|
(6.8
|
)
|
|
(35.2
|
)
|
|
(41.7
|
)
|
|||||
Pre-tax (gains) losses reclassified from accumulated other comprehensive income
|
(29.3
|
)
|
|
(0.1
|
)
|
|
1.3
|
|
|
—
|
|
|
(28.1
|
)
|
|||||
Tax effects
|
0.6
|
|
|
—
|
|
|
0.9
|
|
|
0.5
|
|
|
2.0
|
|
|||||
Net current period other comprehensive loss
|
(27.1
|
)
|
|
(1.4
|
)
|
|
(4.6
|
)
|
|
(34.7
|
)
|
|
(67.8
|
)
|
|||||
Balances, January 31, 2016
|
$
|
15.7
|
|
|
$
|
0.2
|
|
|
$
|
(28.3
|
)
|
|
$
|
(108.7
|
)
|
|
$
|
(121.1
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
|
$
|
228.8
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic net (loss) income per share—weighted average shares
|
226.0
|
|
|
227.1
|
|
|
224.0
|
|
|||
Effect of dilutive securities (1)
|
—
|
|
|
5.3
|
|
|
5.6
|
|
|||
Denominator for dilutive net (loss) income per share
|
226.0
|
|
|
232.4
|
|
|
229.6
|
|
|||
Basic net (loss) income per share
|
$
|
(1.46
|
)
|
|
$
|
0.36
|
|
|
$
|
1.02
|
|
Diluted net (loss) income per share
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
|
$
|
1.00
|
|
(1)
|
Dilutive securities of
4.7 million
shares for the fiscal year ended
January 31, 2016
have been excluded from the calculation of diluted net (loss) income per share as those shares would have been anti-dilutive due to the net loss incurred during this period.
|
|
Fiscal year ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Architecture, Engineering, and Construction
|
$
|
949.1
|
|
|
$
|
872.6
|
|
|
$
|
730.6
|
|
Manufacturing
|
724.6
|
|
|
675.6
|
|
|
579.4
|
|
|||
Platform Solutions and Emerging Business
|
670.4
|
|
|
796.7
|
|
|
789.2
|
|
|||
Media and Entertainment
|
160.0
|
|
|
167.3
|
|
|
174.7
|
|
|||
|
$
|
2,504.1
|
|
|
$
|
2,512.2
|
|
|
$
|
2,273.9
|
|
Gross profit:
|
|
|
|
|
|
||||||
Architecture, Engineering, and Construction
|
$
|
857.0
|
|
|
$
|
785.8
|
|
|
$
|
663.8
|
|
Manufacturing
|
638.1
|
|
|
604.0
|
|
|
531.5
|
|
|||
Platform Solutions and Emerging Business
|
572.0
|
|
|
712.3
|
|
|
716.8
|
|
|||
Media and Entertainment
|
127.1
|
|
|
127.3
|
|
|
137.8
|
|
|||
Unallocated (1)
|
(60.8
|
)
|
|
(59.3
|
)
|
|
(50.3
|
)
|
|||
|
$
|
2,133.4
|
|
|
$
|
2,170.1
|
|
|
$
|
1,999.6
|
|
Depreciation, amortization and accretion:
|
|
|
|
|
|
||||||
Architecture, Engineering, and Construction
|
$
|
1.5
|
|
|
$
|
1.3
|
|
|
$
|
0.2
|
|
Manufacturing
|
1.3
|
|
|
3.0
|
|
|
0.9
|
|
|||
Platform Solutions and Emerging Business
|
9.8
|
|
|
6.8
|
|
|
5.5
|
|
|||
Media and Entertainment
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|||
Unallocated
|
133.0
|
|
|
134.5
|
|
|
122.1
|
|
|||
|
$
|
145.8
|
|
|
$
|
145.9
|
|
|
$
|
128.9
|
|
(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.
|
|
Fiscal year ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Americas
|
|
|
|
|
|
||||||
U.S.
|
$
|
803.9
|
|
|
$
|
736.4
|
|
|
$
|
672.3
|
|
Other Americas
|
168.9
|
|
|
161.6
|
|
|
146.6
|
|
|||
Total Americas
|
972.8
|
|
|
898.0
|
|
|
818.9
|
|
|||
Europe, Middle East, and Africa
|
934.6
|
|
|
980.0
|
|
|
851.8
|
|
|||
Asia Pacific
|
|
|
|
|
|
||||||
Japan
|
219.7
|
|
|
269.0
|
|
|
274.5
|
|
|||
Other Asia Pacific
|
377.0
|
|
|
365.2
|
|
|
328.7
|
|
|||
Total Asia Pacific
|
596.7
|
|
|
634.2
|
|
|
603.2
|
|
|||
Total net revenue
|
$
|
2,504.1
|
|
|
$
|
2,512.2
|
|
|
$
|
2,273.9
|
|
|
January 31,
|
||||||
|
2016
|
|
2015
|
||||
Long-lived assets (1):
|
|
|
|
||||
Americas
|
|
|
|
||||
U.S.
|
$
|
118.8
|
|
|
$
|
108.8
|
|
Other Americas
|
3.2
|
|
|
3.1
|
|
||
Total Americas
|
122.0
|
|
|
111.9
|
|
||
Europe, Middle East, and Africa
|
25.7
|
|
|
25.0
|
|
||
Asia Pacific
|
21.6
|
|
|
22.3
|
|
||
Total long-lived assets
|
$
|
169.3
|
|
|
$
|
159.2
|
|
(1)
|
Long-lived assets exclude deferred tax assets, marketable securities, goodwill, and other intangible assets.
|
|
Fiscal year ended January 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning projected benefit obligation
|
$
|
144.7
|
|
|
$
|
62.2
|
|
Service cost
|
5.7
|
|
|
4.6
|
|
||
Interest cost
|
3.3
|
|
|
3.9
|
|
||
Actuarial loss (gain)
|
6.3
|
|
|
18.8
|
|
||
Benefits paid
|
(6.5
|
)
|
|
(7.5
|
)
|
||
Foreign currency exchange rate changes
|
(10.1
|
)
|
|
(1.2
|
)
|
||
Curtailments and settlements
|
(2.2
|
)
|
|
(2.9
|
)
|
||
Contributions by plan participants
|
4.0
|
|
|
5.9
|
|
||
Business combinations
|
—
|
|
|
60.9
|
|
||
Ending projected benefit obligation
|
$
|
145.2
|
|
|
$
|
144.7
|
|
|
|
|
|
||||
Beginning fair value of plan assets
|
$
|
104.2
|
|
|
$
|
40.7
|
|
Actual return on plan assets
|
1.3
|
|
|
4.1
|
|
||
Contributions paid by employer
|
4.5
|
|
|
4.9
|
|
||
Contributions paid by plan participants
|
4.0
|
|
|
5.9
|
|
||
Benefit payments
|
(6.5
|
)
|
|
(7.5
|
)
|
||
Curtailments and settlements
|
—
|
|
|
(2.9
|
)
|
||
Foreign currency exchange rate changes
|
(6.1
|
)
|
|
(1.2
|
)
|
||
Business combinations
|
—
|
|
|
60.2
|
|
||
Ending fair value of plan assets
|
$
|
101.4
|
|
|
$
|
104.2
|
|
Funded status
|
$
|
(43.8
|
)
|
|
$
|
(40.5
|
)
|
|
Fiscal Year Ended January 31,
|
||||||
|
2016
|
|
2015
|
||||
Other long-term liabilities
|
$
|
43.8
|
|
|
$
|
40.5
|
|
Accumulated other comprehensive loss, before tax
|
32.2
|
|
|
26.6
|
|
||
Net amount recognized
|
$
|
76.0
|
|
|
$
|
67.1
|
|
|
|
Fiscal Year Ended January 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
||||
Accumulated benefit obligations
|
|
$
|
127.1
|
|
|
$
|
124.0
|
|
Plan Assets
|
|
101.4
|
|
|
103.9
|
|
||
Plans with projected benefit obligations in excess of plan assets:
|
|
|
|
|
||||
Projected benefit obligations
|
|
$
|
145.2
|
|
|
$
|
144.7
|
|
Plan Assets
|
|
101.4
|
|
|
104.2
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Total
|
|||||||
Investment fund
|
$
|
—
|
|
|
$
|
58.5
|
|
|
$
|
—
|
|
|
$
|
58.5
|
|
|
$
|
60.6
|
|
Insurance contracts
|
—
|
|
|
42.6
|
|
|
—
|
|
|
42.6
|
|
|
43.5
|
|
|||||
Total assets measured at fair value
|
—
|
|
|
101.1
|
|
|
—
|
|
|
101.1
|
|
|
104.1
|
|
|||||
Cash
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|||||
Total pension plan assets at fair value
|
$
|
0.3
|
|
|
$
|
101.1
|
|
|
$
|
—
|
|
|
$
|
101.4
|
|
|
$
|
104.2
|
|
|
Pension Benefits
|
||
2017
|
$
|
3.9
|
|
2018
|
3.9
|
|
|
2019
|
3.7
|
|
|
2020
|
3.5
|
|
|
2021
|
3.5
|
|
|
2022-2026
|
19.1
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost for benefits earned during the period
|
$
|
5.7
|
|
|
$
|
4.6
|
|
|
$
|
5.4
|
|
Interest cost on projected benefit obligation
|
3.3
|
|
|
3.9
|
|
|
1.1
|
|
|||
Expected return on plan assets
|
(3.9
|
)
|
|
(4.6
|
)
|
|
(0.8
|
)
|
|||
Amortization of prior service credit
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Amortization of loss
|
1.4
|
|
|
0.6
|
|
|
1.0
|
|
|||
Net periodic benefit cost
|
$
|
6.4
|
|
|
$
|
4.4
|
|
|
$
|
6.6
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Prior service credit for period
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss (gain) for period
|
9.1
|
|
|
18.4
|
|
|
(3.9
|
)
|
|||
Amortization of prior service credit
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Amortization of net loss
|
(1.4
|
)
|
|
(0.6
|
)
|
|
(1.0
|
)
|
|||
Other comprehensive loss (income)
|
$
|
5.6
|
|
|
$
|
17.9
|
|
|
$
|
(4.8
|
)
|
|
Fiscal Year Ended January 31,
|
||||||
|
2016
|
|
2015
|
||||
Net prior service credit
|
$
|
(3.9
|
)
|
|
$
|
(1.8
|
)
|
Net actuarial loss
|
36.1
|
|
|
28.4
|
|
||
Accumulated other comprehensive loss, before tax
|
$
|
32.2
|
|
|
$
|
26.6
|
|
|
Pension Benefits
|
||
Amortization of prior service credit
|
$
|
(0.1
|
)
|
Amortization of the net loss
|
1.5
|
|
|
Total amortization
|
$
|
1.4
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
3.2
|
%
|
|
3.3
|
%
|
|
2.3
|
%
|
Expected long-term rate of return on plan assets
|
3.8
|
%
|
|
3.9
|
%
|
|
1.9
|
%
|
Rate of compensation increase
|
2.2
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
|
Fiscal Year Ended January 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
2.2
|
%
|
|
2.4
|
%
|
|
2.2
|
%
|
Rate of compensation increase
|
2.6
|
%
|
|
1.2
|
%
|
|
2.2
|
%
|
|
Balances, January 31, 2015
|
|
Additions
|
|
Payments
|
|
Adjustments (1)
|
|
Balances, January 31, 2016
|
||||||||||
Fiscal 2013 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease termination and asset costs
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Fiscal 2014 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease termination and asset costs
|
1.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.2
|
|
|
1.2
|
|
|||||
Total
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.2
|
|
|
$
|
1.3
|
|
Current portion (2)
|
$
|
0.7
|
|
|
|
|
|
|
|
|
$
|
0.8
|
|
||||||
Non-current portion (2)
|
0.9
|
|
|
|
|
|
|
|
|
0.5
|
|
||||||||
Total
|
$
|
1.6
|
|
|
|
|
|
|
|
|
$
|
1.3
|
|
(1)
|
Adjustments include the impact of foreign currency translation.
|
(2)
|
The current and non-current portions of the reserve are recorded in the Consolidated Balance Sheets under “Other accrued liabilities” and “Other liabilities,” respectively.
|
|
Balances, January 31, 2014
|
|
Additions
|
|
Payments
|
|
Adjustments (1)
|
|
Balances, January 31, 2015
|
||||||||||
Fiscal 2013 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination costs
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
Lease termination and asset costs
|
0.2
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Fiscal 2014 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination costs
|
3.5
|
|
|
2.5
|
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Lease termination and asset costs
|
1.3
|
|
|
0.3
|
|
|
(0.5
|
)
|
|
0.3
|
|
|
1.4
|
|
|||||
Total
|
$
|
5.1
|
|
|
$
|
3.1
|
|
|
$
|
(6.8
|
)
|
|
$
|
0.2
|
|
|
$
|
1.6
|
|
Current portion (2)
|
$
|
4.0
|
|
|
|
|
|
|
|
|
$
|
0.7
|
|
||||||
Non-current portion (2)
|
1.1
|
|
|
|
|
|
|
|
|
0.9
|
|
||||||||
Total
|
$
|
5.1
|
|
|
|
|
|
|
|
|
$
|
1.6
|
|
(1)
|
Adjustments include the impact of foreign currency translation.
|
(2)
|
The current and non-current portions of the reserve are recorded in the Consolidated Balance Sheets under “Other accrued liabilities” and “Other liabilities,” respectively.
|
2016
|
1st quarter
|
|
2nd quarter (1)
|
|
3rd quarter
|
|
4th quarter (2)
|
|
Fiscal year
|
||||||||||
Net revenue
|
$
|
646.5
|
|
|
$
|
609.5
|
|
|
$
|
599.8
|
|
|
$
|
648.3
|
|
|
$
|
2,504.1
|
|
Gross profit
|
554.7
|
|
|
516.5
|
|
|
508.8
|
|
|
553.4
|
|
|
2,133.4
|
|
|||||
Income (loss) from operations
|
21.5
|
|
|
4.3
|
|
|
(14.8
|
)
|
|
(9.7
|
)
|
|
1.3
|
|
|||||
Provision for income taxes
|
(2.7
|
)
|
|
(269.5
|
)
|
|
(21.3
|
)
|
|
(16.7
|
)
|
|
(310.2
|
)
|
|||||
Net income (loss)
|
19.1
|
|
|
(268.6
|
)
|
|
(43.8
|
)
|
|
(37.2
|
)
|
|
(330.5
|
)
|
|||||
Basic net income (loss) per share
|
$
|
0.08
|
|
|
$
|
(1.18
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(1.46
|
)
|
Diluted net income (loss) per share
|
$
|
0.08
|
|
|
$
|
(1.18
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(1.46
|
)
|
Income (loss) from operations includes the following items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation expense
|
$
|
50.2
|
|
|
$
|
40.7
|
|
|
$
|
50.2
|
|
|
$
|
56.1
|
|
|
$
|
197.2
|
|
Amortization of acquisition related intangibles
|
22.4
|
|
|
20.2
|
|
|
19.7
|
|
|
19.9
|
|
|
82.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
1st quarter
|
|
2nd quarter
|
|
3rd quarter
|
|
4th quarter
|
|
Fiscal year
|
||||||||||
Net revenue
|
$
|
592.5
|
|
|
$
|
637.1
|
|
|
$
|
618.0
|
|
|
$
|
664.6
|
|
|
$
|
2,512.2
|
|
Gross profit
|
513.8
|
|
|
549.2
|
|
|
532.0
|
|
|
575.1
|
|
|
2,170.1
|
|
|||||
Income from operations
|
42.2
|
|
|
49.9
|
|
|
14.6
|
|
|
14.0
|
|
|
120.7
|
|
|||||
Provision for income taxes
|
(7.3
|
)
|
|
(11.6
|
)
|
|
(0.9
|
)
|
|
18.6
|
|
|
(1.2
|
)
|
|||||
Net income
|
28.3
|
|
|
31.3
|
|
|
10.7
|
|
|
11.5
|
|
|
81.8
|
|
|||||
Basic net income per share
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.36
|
|
Diluted net income per share
|
$
|
0.12
|
|
|
$
|
0.13
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.35
|
|
Income from operations includes the following items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation expense
|
$
|
33.6
|
|
|
$
|
39.8
|
|
|
$
|
43.1
|
|
|
$
|
49.1
|
|
|
$
|
165.6
|
|
Amortization of acquisition related intangibles
|
23.9
|
|
|
24.6
|
|
|
22.6
|
|
|
21.9
|
|
|
93.0
|
|
|||||
Restructuring charges, net
|
2.3
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
(1)
|
Certain second quarter fiscal 2016 balances have been revised to include the correction of an error identified in the third quarter of fiscal 2016, resulting in an additional
$33.1 million
of income tax expense from the previously reported results, primarily related to the establishment of a valuation allowance. See Note 1, "
Business and Summary of Significant Accounting Policies
" for further discussion.
|
(2)
|
Subsequent to furnishing preliminary financial statements on Form 8-K on February 25, 2016 for the three and twelve months ended January 31, 2016, Autodesk identified a
$4.5 million
tax adjustment associated with deemed foreign withholding taxes related to non-permanently reinvested earnings in foreign jurisdictions which have not yet repatriated resulting in changes to the Consolidated Financial Statements as reflected in this Annual Report on Form 10-K. This non-cash adjustment resulted in an increase to GAAP diluted loss per share from
$(0.15)
to
$(0.17)
for the three months ended January 31, 2016.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
enhancing our technical accounting review for complex income tax considerations;
|
•
|
enhancing our income tax controls to include specific activities to ensure proper classification of deferred taxes;
|
•
|
supplementing our accounting and tax professionals with the engagement of an internationally recognized accounting firm to assist us in the technical review regarding the application of tax rules around deferred tax assets and liabilities; and
|
•
|
assessed and reorganized the structure of our tax function to enhance the level of documentation, technical oversight, and review.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
|
Position
|
Carl Bass
|
58
|
|
President and Chief Executive Officer
|
R. Scott Herren
|
54
|
|
Senior Vice President and Chief Financial Officer
|
Andrew Anagnost
|
51
|
|
Senior Vice President, Industry Strategy and Marketing
|
Jan Becker
|
63
|
|
Senior Vice President, Human Resources and Corporate Real Estate
|
Steve M. Blum
|
51
|
|
Senior Vice President, Worldwide Sales and Services
|
Pascal W. Di Fronzo
|
51
|
|
Senior Vice President, General Counsel and Secretary
|
Amar Hanspal
|
52
|
|
Senior Vice President, Autodesk Product Group
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
1.
|
Financial Statements
: The information concerning Autodesk’s financial statements, and Report of Ernst & Young LLP, Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to the section of this Report in
Item 8
, entitled “
Financial Statements and Supplementary Data
.”
|
2.
|
Financial Statement Schedule
: The following financial statement schedule of Autodesk, Inc., for the fiscal years ended
January 31, 2016
,
2015
, and
2014
, is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Autodesk, Inc.:
|
3.
|
Exhibits
: See Item 15(b) below. We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately following the signature page of this Form 10-K.
|
ITEM 15(A)(2)
|
FINANCIAL STATEMENT SCHEDULE II
|
Description
|
Balance at
Beginning
of Fiscal Year
|
|
Additions
Charged to
Costs and
Expenses or
Revenues
|
|
Deductions
and
Write-Offs
|
|
Balance at
End of Fiscal Year
|
||||||||
|
(in millions)
|
||||||||||||||
Fiscal Year Ended January 31, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
6.3
|
|
|
$
|
2.3
|
|
|
$
|
1.0
|
|
|
$
|
7.6
|
|
Product returns reserves
|
2.6
|
|
|
10.4
|
|
|
11.4
|
|
|
1.6
|
|
||||
Partner Program reserves (1)
|
36.5
|
|
|
267.4
|
|
|
258.7
|
|
|
45.2
|
|
||||
Restructuring
|
1.6
|
|
|
—
|
|
|
0.3
|
|
|
1.3
|
|
||||
Fiscal Year Ended January 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
4.9
|
|
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
$
|
6.3
|
|
Product returns reserves
|
4.0
|
|
|
17.4
|
|
|
18.8
|
|
|
2.6
|
|
||||
Partner Program reserves (1)
|
38.4
|
|
|
237.3
|
|
|
239.2
|
|
|
36.5
|
|
||||
Restructuring
|
5.6
|
|
|
3.2
|
|
|
7.2
|
|
|
1.6
|
|
||||
Fiscal Year Ended January 31, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
2.0
|
|
|
$
|
4.9
|
|
Product returns reserves
|
4.9
|
|
|
23.1
|
|
|
24.0
|
|
|
4.0
|
|
||||
Partner Program reserves (1)
|
48.3
|
|
|
278.6
|
|
|
288.5
|
|
|
38.4
|
|
||||
Restructuring
|
8.9
|
|
|
12.8
|
|
|
16.1
|
|
|
5.6
|
|
(1)
|
The partner program reserves balance impacts "Accounts receivable, net" and "Accounts payable" on the accompanying Consolidated Balance Sheets.
|
|
|
AUTODESK, INC.
|
|
|
|
By:
|
/s/ CARL BASS
|
|
|
|
Carl Bass
|
|
|
|
President and Chief Executive Officer
|
Dated:
|
March 23, 2016
|
|
|
Signature
|
|
Title
|
/s/ CARL BASS
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
Carl Bass
|
|
|
|
|
|
/s/ R. SCOTT HERREN
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
R. Scott Herren
|
|
|
|
|
|
/s/ PAUL UNDERWOOD
|
|
Vice President and Controller
(Principal Accounting Officer)
|
Paul Underwood
|
|
|
|
|
|
/s/ CRAWFORD W. BEVERIDGE
|
|
Director
(Non-executive Chairman of the Board) |
Crawford W. Beveridge
|
|
|
|
|
|
|
|
Director
|
Jeff Clarke
|
|
|
|
|
|
/s/ J. HALLAM DAWSON
|
|
Director
|
J. Hallam Dawson
|
|
|
|
|
|
|
|
Director
|
Scott Ferguson
|
|
|
|
|
|
/s/ THOMAS GEORGENS
|
|
Director
|
Thomas Georgens
|
|
|
|
|
|
/s/ PER-KRISTIAN HALVORSEN
|
|
Director
|
Per-Kristian Halvorsen
|
|
|
|
|
|
|
|
Director
|
Rick Hill
|
|
|
|
|
|
/s/ MARY T. MCDOWELL
|
|
Director
|
Mary T. McDowell
|
|
|
|
|
|
/s/ LORRIE M. NORRINGTON
|
|
Director
|
Lorrie M. Norrington
|
|
|
|
|
|
/s/ ELIZABETH RAFAEL
|
|
Director
|
Elizabeth Rafael
|
|
|
|
|
|
/s/ STACY J. SMITH
|
|
Director
|
Stacy J. Smith
|
|
|
|
|
|
/s/ STEVEN M. WEST
|
|
Director
|
Steven M. West
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006, file no. 000-14338)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Registrant (
incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K filed on March 11, 2016
)
|
|
|
|
4.1
|
|
Indenture dated December 13, 2012, by and between Autodesk, Inc. and U.S. Bank National Association (
incorporated by reference to Exhibit 4.1 filed with the Registrant's Current Report on Form 8-K filed on December 13, 2012
)
|
|
|
|
4.2
|
|
First Supplemental Indenture (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
)
|
|
|
|
4.3
|
|
Second Supplemental Indenture (including Form of Notes), dated June 5, 2015, by and between Autodesk, Inc. and U.S. Bank National Association.
(incorporated by reference from Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on June 8, 2015)
|
|
|
|
10.1*
|
|
Description of Registrant's Performance Stock Unit Program (
incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K filed on March 17, 2015
)
|
|
|
|
10.2*
|
|
Description of Registrant's Sales Commission Plan (
incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K filed on March 17, 2015
)
|
|
|
|
10.3*
|
|
Registrant’s 1998 Employee Qualified Stock Purchase Plan, as amended on June 10, 2010
(incorporated by reference to Exhibit 10.3 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2013)
|
|
|
|
10.4*
|
|
Registrant’s 1998 Employee Qualified Stock Purchase Plan Forms of Agreement (
incorporated by reference to Exhibit 10.2 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005
)
|
|
|
|
10.5*
|
|
Registrant’s 1998 Employee Qualified Stock Purchase Plan Form of Agreement (non-U.S. Employees) (
incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014
)
|
|
|
|
10.6*
|
|
Registrant’s 2000 Directors’ Option Plan, as amended (
incorporated by reference to Exhibit 10.3 filed with the Registrant’s Current Report on Form 8-K filed on June 18, 2008
)
|
|
|
|
10.7*
|
|
Registrant’s 2000 Directors’ Option Plan Forms of Agreements (
incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008
)
|
|
|
|
10.8*
|
|
Registrant’s 2008 Employee Stock Plan, as amended and restated (
incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010)
|
|
|
|
10.9*
|
|
Registrant’s 2008 Employee Stock Plan Forms of Agreement (
incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008
)
|
|
|
|
10.10*
|
|
Registrant’s 2008 Employee Stock Plan Form of Agreement (
incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on February 6, 2009
)
|
|
|
|
10.11*
|
|
Registrant’s 2008 Employee Stock Plan Forms of Restricted Stock Unit Agreements (
incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K filed on June 18, 2008
)
|
|
|
|
10.12*
|
|
Registrant’s 2008 Employee Stock Plan Forms of Agreement (non-U.S. Employees) (
incorporated by reference to Exhibit 10.14 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009
)
|
Exhibit No.
|
|
Description
|
10.13*
|
|
Registrant's 2012 Employee Stock Plan, as amended and restated (
incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on June 11, 2015
)
|
|
|
|
10.14*
|
|
Registrant's 2012 Employee Stock Plan Form of Restricted Stock Unit Agreement (
incorporated by reference to Exhibit 10.3 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012
)
|
|
|
|
10.15*
|
|
Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (
incorporated by reference to Exhibit 10.2 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
|
|
|
|
10.16*
|
|
Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (non-U.S. Employees)
(incorporated by reference to Exhibit 10.4 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
|
|
|
|
10.17*
|
|
Amendments to certain stock option agreements (
incorporated by reference to Exhibit 10.16 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009
)
|
|
|
|
10.18*
|
|
Registrant’s 2010 Outside Directors’ Stock Plan (
incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on June 16, 2009
)
|
|
|
|
10.19*
|
|
Registrant’s 2010 Outside Directors’ Stock Plan Form of Stock Option Agreement (
incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on March 31, 2010
)
|
|
|
|
10.20*
|
|
Registrant’s 2010 Outside Directors’ Stock Plan Form of Restricted Stock Award Agreement (
incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K filed on March 31, 2010
)
|
|
|
|
10.21*
|
|
Registrant's 2012 Outside Directors' Stock Plan, as amended and restated (
filed herewith
)
|
|
|
|
10.22*
|
|
Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement
(incorporated by reference to Exhibit 10.5 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
|
|
|
|
10.23*
|
|
Registrant’s Executive Incentive Plan, as amended and restated (
filed herewith
)
|
|
|
|
10.24*
|
|
Registrant’s 2005 Non-Qualified Deferred Compensation Plan, as amended and restated, effective as of January 1, 2010
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2009)
|
|
|
|
10.25*
|
|
Participants, target awards and payout formulas for fiscal year 2016 under the Registrant's Executive Incentive Plan (
incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K filed on March 17, 2015
)
|
|
|
|
10.26*
|
|
Executive Change in Control Program, as amended and restated (
incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current report on Form 8-K filed on September 23, 2013
)
|
|
|
|
10.27*
|
|
Sub-Plan of the Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, as amended and restated (
incorporated by reference to Exhibit 10.2 filed with the Registrant’s Form 10-Q for the fiscal quarter ended July 31, 2014
)
|
|
|
|
10.28*
|
|
Form of Indemnification 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
)
|
|
|
|
10.29*
|
|
Third Amended and Restated Employment Agreement between Registrant and Carl Bass dated March 21, 2013 (
incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on March 25, 2013
)
|
|
|
|
10.30*
|
|
R. Scott Herren Offer Letter dated September 23, 2014 (
incorporated by reference to Exhibit 10.1 filed with the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014
)
|
Exhibit No.
|
|
Description
|
|
|
|
10.31*
|
|
Registrant’s Equity Incentive Deferral Plan as amended and restated effective as of June 12, 2008 (
incorporated by reference to Exhibit 10.4 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2008
)
|
|
|
|
10.32*
|
|
Amendment to Registrant's Equity Incentive Deferral Plan effective as of February 17, 2012
(incorporated by reference to Exhibit 10.37 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2012)
|
|
|
|
10.33
|
|
Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as amended
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2004)
|
|
|
|
10.34
|
|
Fourth Amendment to Lease between Registrant and the J.H.S. Holdings L.P. for 111 McInnis Parkway, San Rafael, CA
(incorporated by reference to Exhibit 10.30 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010)
|
|
|
|
10.35
|
|
Amended and Restated Credit Agreement, dated as of May 29, 2015, by and among the Registrant, the lenders from time to time party thereto and Citibank, N.A., as agent
(incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on May 29, 2015)
|
|
|
|
21.1
|
|
List of Subsidiaries
(filed herewith)
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)
(filed herewith)
|
|
|
|
24.1
|
|
Power of Attorney (contained in the signature page to this Annual Report)
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (
filed herewith
)
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (
filed herewith
)
|
|
|
|
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
(filed herewith)
|
|
|
|
101.INS ††
|
|
XBRL Instance Document
|
|
|
|
101.SCH ††
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL ††
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF ††
|
|
XBRL Taxonomy Extension 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 32.1 that accompany this Annual Report on Form 10-K, 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-K, irrespective of any general incorporation language contained in such filing.
|
††
|
The financial information contained in these XBRL documents is unaudited.
|
Subsidiary Name
|
|
Jurisdiction of Incorporation
|
ADSK Ireland Limited
|
|
Ireland
|
Autodesk (China) Software Research and Development Co., Ltd.
|
|
China
|
Autodesk (EMEA) Sàrl
|
|
Switzerland
|
Autodesk AB
|
|
Sweden
|
Autodesk ApS
|
|
Denmark
|
Autodesk Asia Pte Ltd
|
|
Singapore
|
Autodesk Australia Pty Ltd.
|
|
Australia
|
Autodesk B.V.
|
|
The Netherlands
|
Autodesk Canada Co.
|
|
Canada
|
Autodesk Colombia S.A.S.
|
|
Colombia
|
Autodesk DC B.V.
|
|
The Netherlands
|
Autodesk DC Limited
|
|
United Kingdom
|
Autodesk de Argentina S.A.
|
|
Argentina
|
Autodesk de Mexico, S.A. de C.V.
|
|
Mexico
|
Autodesk de Venezuela, S.A.
|
|
Venezuela
|
Autodesk Development B.V.
|
|
The Netherlands
|
Autodesk Development S.à r.l.
|
|
Switzerland
|
Autodesk Direct Limited
|
|
United Kingdom
|
Autodesk do Brasil Ltda
|
|
Brazil
|
Autodesk ehf.
|
|
Iceland
|
Autodesk Far East Ltd.
|
|
Hong Kong
|
Autodesk France
|
|
France
|
Autodesk Ges.mbH
|
|
Austria
|
Autodesk GmbH
|
|
Germany
|
Autodesk Hungary Kft
|
|
Hungary
|
Autodesk India Private Limited
|
|
India
|
Autodesk International Holding Co.
|
|
U.S.
|
Autodesk Israel Ltd.
|
|
Israel
|
Autodesk Korea Ltd.
|
|
South Korea
|
Autodesk Limited
|
|
United Kingdom
|
Autodesk Limited
|
|
Saudi Arabia
|
Autodesk Ltd. Japan
|
|
Japan
|
Autodesk S.r.l.
|
|
Italy
|
Autodesk S.R.L.
|
|
Romania
|
Autodesk SA
|
|
Switzerland
|
Autodesk Software (China) Co., Ltd.
|
|
China
|
Autodesk Software, Unipessoal, Lda.
|
|
Portugal
|
Autodesk Sp. z.o.o.
|
|
Poland
|
Autodesk Spol. S.R.O.
|
|
Czech Republic
|
Autodesk Strategies Ltd.
|
|
China
|
Autodesk Taiwan Limited
|
|
Taiwan
|
|
Turkey
|
|
Autodesk, S.A.
|
|
Spain
|
Configure One, Inc.
|
|
U.S.
|
Configure One Europe Limited
|
|
United Kingdom
|
Configure One Holdings Limited
|
|
United Kingdom
|
Creative Market Labs, Inc.
|
|
Delaware
|
Delcam Limited*
|
|
United Kingdom
|
Firehole Technologies, Inc.
|
|
U.S.
|
Graitec GmbH
|
|
Germany
|
Graitec SAS
|
|
France
|
Hanna Strategies Holdings, Inc.
|
|
U.S.
|
Limited Liability Company Autodesk (CIS)
|
|
Russia
|
Magestic Systems, Inc.
|
|
U.S.
|
Moldflow B.V.
|
|
The Netherlands
|
Moldflow International Pty Ltd.
|
|
Australia
|
Moldflow Netherlands Limited
|
|
Ireland
|
Moldflow Pty Ltd.
|
|
Australia
|
Moldflow Singapore Pte Ltd
|
|
Singapore
|
netfabb GmbH
|
|
Germany
|
netfabb, Inc.
|
|
U.S.
|
SeeControl, Inc.
|
|
U.S.
|
SCI Topole
|
|
France
|
Shotgun Software Inc.
|
|
U.S.
|
Within Technologies
|
|
United Kingdom
|
Form S-8
|
333-08693
|
1996 Stock Plan, 1990 Directors' Option Plan, 1998 Employee Qualified Stock Purchase Plan and Teleos Research 1996 Stock Plan
|
Form S-8
|
333-62655
|
1996 Stock Plan and 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-81207
|
1996 Stock Plan, 1998 Employee Qualified Stock Purchase Plan and Nonstatutory Stock Option Plan
|
Form S-8
|
333-45928
|
1996 Stock Plan, 2000 Directors' Option Plan and 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-67974
|
1996 Stock Plan, 1998 Employee Qualified Stock Purchase Plan and Nonstatutory Stock Option Plan
|
Form S-8
|
333-88682
|
Revit Technology Corporation 1998 Stock Plan, 1996 Stock Plan and 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-106556
|
1996 Stock Plan and 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-116203
|
1996 Stock Plan and 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-134560
|
Autodesk, Inc. 2006 Employee Stock Plan, Autodesk, Inc. 2000 Directors' Option Plan, Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, and Alias Systems Holdings Inc. 2004 Stock Option Plan
|
Form S-8
|
333-149964
|
Autodesk, Inc. 2008 Employee Stock Plan, Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-153372
|
Autodesk, Inc. 2000 Directors' Option Plan
|
Form S-8
|
333-158131
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-165561
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan and Autodesk, Inc. 2010 Outside Directors' Stock Plan
|
Form S-8
|
333-169137
|
Autodesk, Inc. 2008 Employee Stock Plan, As Amended and Restated
|
Form S-8
|
333-172936
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-179514
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, Autodesk, Inc. 2012 Employee Stock Plan and Autodesk, Inc. 2012 Outside Directors' Stock Plan
|
Form S-3ASR
|
333-185265
|
Senior Debt Securities
|
Form S-8
|
333-187338
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan
|
Form S-8
|
333-194463
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan and Autodesk, Inc. 2012 Employee Stock Plan
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Form S-8
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333-205038
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Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan and Autodesk, Inc. 2012 Employee Stock Plan
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1.
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I have reviewed this report on Form 10-K 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)
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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):
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a)
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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.
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I have reviewed this report on Form 10-K 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:
|
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)
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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/ R. SCOTT HERREN
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R. Scott Herren
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ C
ARL
B
ASS
|
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Carl Bass
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ R. SCOTT HERREN
|
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R. Scott Herren
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
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