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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 16.
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ITEM 1.
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BUSINESS
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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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Industry Collections
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•
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3ds Max
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•
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Maya
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•
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Revit
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•
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Inventor
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•
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AutoCAD Civil 3D
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•
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CAM Solutions
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•
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Fusion 360
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•
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BIM 360
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•
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Shotgun
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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”) provided Autodesk with software solutions that reduced production costs and increased efficiency in 3D printing and additive manufacturing.
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June 2014
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Shotgun Software Inc. ("Shotgun")
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The acquisition of Shotgun provided a cloud-based production management solution that enabled digital studios to track, schedule, review, and collaborate on projects and images.
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May 2014
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Within Technologies Limited ("Within”)
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The acquisition of Within accelerated Autodesk’s development of tools and technologies for advanced manufacturing, including 3D printing.
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February 2014
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Delcam plc (“Delcam”)
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The acquisition of Delcam provided Autodesk a range of design, manufacturing and inspection software that enabled automated CADCAM solutions for a variety of industries, ranging from aerospace to toys and sports equipment.
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ITEM 1A.
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RISK FACTORS
|
•
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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, and 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 of 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;
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•
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the financial and business condition of our reseller and distribution channels;
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•
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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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significantly 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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enhanced our technical accounting review for complex income tax considerations;
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•
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enhanced the design of our income tax controls to include specific activities to ensure proper classification of deferred taxes and calculation of income tax expense;
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•
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supplemented 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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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, annualized recurring revenue, 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;
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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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•
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disruption of our business and to our relationships with our customers and employees;
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•
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distraction of our employees and management;
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•
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difficulty recruiting, hiring, motivating and retaining talented and skilled personnel, including a permanent CEO; and
|
•
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increased stock price volatility.
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•
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increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
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•
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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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•
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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
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
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Low
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||||
Fiscal 2017
|
|
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|
||||
First Quarter
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$
|
62.42
|
|
|
$
|
41.60
|
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Second Quarter
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61.42
|
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49.82
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||
Third Quarter
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73.40
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56.80
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Fourth Quarter
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83.96
|
|
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67.15
|
|
||
Fiscal 2016
|
|
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|
||||
First Quarter
|
$
|
65.00
|
|
|
$
|
53.02
|
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Second Quarter
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59.42
|
|
|
49.50
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|
||
Third Quarter
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55.82
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42.06
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||
Fourth Quarter
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65.78
|
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|
45.04
|
|
(Shares in millions)
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2)
|
|||||
November 1- November 30
|
1.2
|
|
|
$
|
73.51
|
|
|
1.2
|
|
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28.3
|
|
December 1 - December 31
|
0.9
|
|
|
75.47
|
|
|
0.9
|
|
|
27.4
|
|
|
January 1 - January 31
|
0.8
|
|
|
80.01
|
|
|
0.8
|
|
|
26.6
|
|
|
Total
|
2.9
|
|
|
$
|
75.98
|
|
|
2.9
|
|
|
|
(1)
|
Represents shares purchased in open-market transactions under the stock repurchase program approved by the Board of Directors.
|
(2)
|
These amounts correspond to the plan approved by the Board of Directors in September 2016 that authorizes the repurchase of
30.0 million
shares. The plan does not have a fixed expiration date.
|
(1)
|
Assumes $100 invested on January 31, 2012, 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.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal year ended January 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
For the Fiscal Year:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
2,031.0
|
|
|
$
|
2,504.1
|
|
|
$
|
2,512.2
|
|
|
$
|
2,273.9
|
|
|
$
|
2,312.2
|
|
(Loss) income from operations
|
(499.6
|
)
|
|
1.3
|
|
|
120.7
|
|
|
284.8
|
|
|
305.9
|
|
|||||
Net (loss) income
|
(582.1
|
)
|
|
(330.5
|
)
|
|
81.8
|
|
|
228.8
|
|
|
247.4
|
|
|||||
Cash flow from operations (1)
|
169.7
|
|
|
414.0
|
|
|
708.6
|
|
|
572.6
|
|
|
572.0
|
|
|||||
Common Stock Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net (loss) income per share
|
$
|
(2.61
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
0.36
|
|
|
$
|
1.02
|
|
|
$
|
1.09
|
|
Diluted net (loss) income per share
|
(2.61
|
)
|
|
(1.46
|
)
|
|
0.35
|
|
|
1.00
|
|
|
1.07
|
|
|||||
At Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
4,798.1
|
|
|
$
|
5,515.3
|
|
|
$
|
4,909.7
|
|
|
$
|
4,589.9
|
|
|
$
|
4,302.4
|
|
Long-term liabilities
|
1,879.1
|
|
|
2,304.7
|
|
|
1,294.5
|
|
|
1,262.0
|
|
|
1,221.5
|
|
|||||
Stockholders’ equity
|
733.6
|
|
|
1,619.6
|
|
|
2,219.2
|
|
|
2,261.5
|
|
|
2,043.2
|
|
(1)
|
During the three months ended July 31, 2016, the Company early adopted Accounting Standards Update No. 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718)” (“ASU 2016-09”), which addresses among other items, updates to the presentation and treatment of excess tax benefits related to stock based compensation. The Company has adopted changes to the consolidated statements of cash flows on a retrospective basis. The impact for the fiscal years ended January 31, 2015, 2014, and 2013 to net cash provided by operating activities and net cash used in financing activities was $0.5 million, $9.1 million, and $12.9 million, respectively. There was no impact to the fiscal year ended January 31, 2016.
|
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, trademark and existing customer relationship, as well as assumptions about the period of time the acquired trade name and trademark will continue to be used in the our 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, 2017
|
|
As a % of Net Revenue
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2016
|
|
As a % of Net Revenue
|
|||||||||||
|
|
|
$
|
|
%
|
|
|
|||||||||||||
|
(in millions)
|
|||||||||||||||||||
Net Revenue
|
$
|
2,031.0
|
|
|
100
|
%
|
|
$
|
(473.1
|
)
|
|
(19
|
)%
|
|
$
|
2,504.1
|
|
|
100
|
%
|
Cost of revenue
|
341.9
|
|
|
17
|
%
|
|
(28.8
|
)
|
|
(8
|
)%
|
|
370.7
|
|
|
15
|
%
|
|||
Gross Profit
|
1,689.1
|
|
|
83
|
%
|
|
(444.3
|
)
|
|
(21
|
)%
|
|
2,133.4
|
|
|
85
|
%
|
|||
Operating expenses
|
2,188.7
|
|
|
108
|
%
|
|
56.6
|
|
|
3
|
%
|
|
2,132.1
|
|
|
85
|
%
|
|||
Income from Operations
|
$
|
(499.6
|
)
|
|
(25
|
)%
|
|
$
|
(500.9
|
)
|
|
*
|
|
$
|
1.3
|
|
|
—
|
%
|
*
|
Percentage is not meaningful.
|
(1)
|
Includes the portion of revenue for new model subscription offerings allocated to license & other revenue within our Condensed Consolidated Statements of Operations.
|
(2)
|
Other adjustments include subscription revenue related to select Creative Finishing product offerings, Autodesk Buzzsaw, Autodesk Constructware, education offerings, and third party products which are excluded from recurring revenue.
|
(3)
|
Total recurring revenue as presented does not represent total ARR in the next table, which is the annualized value of our recurring revenue for the trailing three months.
|
|
Balance at
|
|
(Decrease)/Increase compared to
prior fiscal year |
|||||||||||
(in thousands)
|
January 31, 2017
|
|
January 31, 2016
|
|
|
|
%
|
|||||||
Maintenance Subscriptions
|
2,020.1
|
|
|
2,151.0
|
|
|
(130.9
|
)
|
|
(6
|
)%
|
|||
New Model Subscriptions
|
1,087.8
|
|
|
427.2
|
|
|
660.6
|
|
|
155
|
%
|
|||
Total Subscriptions
|
3,107.9
|
|
|
2,578.2
|
|
|
529.7
|
|
|
21
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Maintenance ARR
|
$
|
1,071.3
|
|
|
$
|
1,121.4
|
|
|
$
|
(50.1
|
)
|
|
(4
|
)%
|
New Model ARR
|
528.6
|
|
|
255.0
|
|
|
273.6
|
|
|
107
|
%
|
|||
Total ARR
|
$
|
1,599.9
|
|
|
$
|
1,376.4
|
|
|
$
|
223.5
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|||||||
(ARR divided by Subscriptions)
|
|
|
|
|
|
|
|
|||||||
Maintenance ARPS
|
$
|
530
|
|
|
$
|
521
|
|
|
$
|
9
|
|
|
2
|
%
|
New Model ARPS
|
486
|
|
|
597
|
|
|
(111
|
)
|
|
(19
|
)%
|
|||
Total ARPS
|
$
|
515
|
|
|
$
|
534
|
|
|
$
|
(19
|
)
|
|
(4
|
)%
|
(in millions, except per share)
|
|
As furnished in the March 2, 2017 8-K
|
|
Adjustment
|
|
Adjusted balances as reflected within this 10-K
|
||||||
Income Statement
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
$
|
(55.4
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(58.3
|
)
|
Net loss
|
|
$
|
(579.2
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(582.1
|
)
|
Basic net loss per share
|
|
$
|
(2.60
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(2.61
|
)
|
Diluted net loss per share
|
|
$
|
(2.60
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(2.61
|
)
|
Balance Sheet
|
|
|
|
|
|
|
||||||
Short term deferred revenue
|
|
$
|
1,282.8
|
|
|
$
|
(12.7
|
)
|
|
$
|
1,270.1
|
|
Long term deferred revenue
|
|
$
|
505.2
|
|
|
$
|
12.7
|
|
|
$
|
517.9
|
|
|
Fiscal Year Ended January 31, 2017
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2016
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
|||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription
|
$
|
1,290.0
|
|
|
$
|
12.8
|
|
|
1
|
%
|
|
$
|
1,277.2
|
|
|
$
|
106.4
|
|
|
9
|
%
|
|
$
|
1,170.8
|
|
License and other
|
741.0
|
|
|
(485.9
|
)
|
|
(40
|
)%
|
|
1,226.9
|
|
|
(114.5
|
)
|
|
(9
|
)%
|
|
1,341.4
|
|
|||||
|
$
|
2,031.0
|
|
|
$
|
(473.1
|
)
|
|
(19
|
)%
|
|
$
|
2,504.1
|
|
|
$
|
(8.1
|
)
|
|
—
|
%
|
|
$
|
2,512.2
|
|
Net Revenue by Product Family:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Architecture, Engineering, and Construction
|
$
|
880.9
|
|
|
$
|
(68.2
|
)
|
|
(7
|
)%
|
|
$
|
949.1
|
|
|
$
|
76.5
|
|
|
9
|
%
|
|
$
|
872.6
|
|
Manufacturing
|
625.8
|
|
|
(98.8
|
)
|
|
(14
|
)%
|
|
724.6
|
|
|
49.0
|
|
|
7
|
%
|
|
675.6
|
|
|||||
AutoCAD and AutoCAD LT (1)
|
326.7
|
|
|
(268.1
|
)
|
|
(45
|
)%
|
|
594.8
|
|
|
(100.3
|
)
|
|
(14
|
)%
|
|
695.1
|
|
|||||
Media and Entertainment
|
138.9
|
|
|
(21.1
|
)
|
|
(13
|
)%
|
|
160.0
|
|
|
(7.3
|
)
|
|
(4
|
)%
|
|
167.3
|
|
|||||
Other (1)
|
58.7
|
|
|
(16.9
|
)
|
|
(22
|
)%
|
|
75.6
|
|
|
(26.0
|
)
|
|
(26
|
)%
|
|
101.6
|
|
|||||
|
$
|
2,031.0
|
|
|
$
|
(473.1
|
)
|
|
(19
|
)%
|
|
$
|
2,504.1
|
|
|
$
|
(8.1
|
)
|
|
—
|
%
|
|
$
|
2,512.2
|
|
(1)
|
Prior periods have been adjusted to conform with current period's presentation.
|
|
Fiscal Year Ended January 31, 2017
|
|
Change compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2016
|
|
Change compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2015
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription
|
$
|
151.3
|
|
|
$
|
(4.8
|
)
|
|
(3
|
)%
|
|
$
|
156.1
|
|
|
$
|
22.5
|
|
|
17
|
%
|
|
$
|
133.6
|
|
License and other
|
190.6
|
|
|
(24.0
|
)
|
|
(11
|
)%
|
|
214.6
|
|
|
6.1
|
|
|
3
|
%
|
|
208.5
|
|
|||||
|
$
|
341.9
|
|
|
$
|
(28.8
|
)
|
|
(8
|
)%
|
|
$
|
370.7
|
|
|
$
|
28.6
|
|
|
8
|
%
|
|
$
|
342.1
|
|
As a percentage of net revenue
|
17
|
%
|
|
|
|
|
|
15
|
%
|
|
|
|
|
|
14
|
%
|
|
Fiscal Year Ended January 31, 2017
|
|
Change compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2016
|
|
Change compared to
prior fiscal year |
|
Fiscal Year Ended January 31, 2015
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Marketing and sales
|
$
|
1,022.5
|
|
|
$
|
7.0
|
|
|
1
|
%
|
|
$
|
1,015.5
|
|
|
$
|
17.5
|
|
|
2
|
%
|
|
$
|
998.0
|
|
As a percentage of net revenue
|
50
|
%
|
|
|
|
|
|
41
|
%
|
|
|
|
|
|
40
|
%
|
|
Fiscal Year Ended January 31, 2017
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2016
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Research and development
|
$
|
766.1
|
|
|
$
|
(23.9
|
)
|
|
(3
|
)%
|
|
$
|
790.0
|
|
|
$
|
64.8
|
|
|
9
|
%
|
|
$
|
725.2
|
|
As a percentage of net revenue
|
38
|
%
|
|
|
|
|
|
32
|
%
|
|
|
|
|
|
29
|
%
|
|
Fiscal Year Ended January 31, 2017
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2016
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
General and administrative
|
$
|
287.8
|
|
|
$
|
(5.6
|
)
|
|
(2
|
)%
|
|
$
|
293.4
|
|
|
$
|
10.1
|
|
|
4
|
%
|
|
$
|
283.3
|
|
As a percentage of net revenue
|
14
|
%
|
|
|
|
|
|
12
|
%
|
|
|
|
|
|
11
|
%
|
|
Fiscal Year Ended January 31, 2017
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2016
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
||||||||||||||||
|
|||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||
Amortization of purchased intangibles
|
$
|
31.8
|
|
|
$
|
(1.4
|
)
|
|
(4
|
)%
|
|
$
|
33.2
|
|
|
$
|
(6.6
|
)
|
|
(17
|
)%
|
|
$
|
39.8
|
|
As a percentage of net revenue
|
2
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
1
|
%
|
|
Fiscal Year Ended January 31, 2017
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2016
|
|
Change compared to prior fiscal year
|
|
Fiscal Year Ended January 31, 2015
|
|||||||||||||||
|
||||||||||||||||||||||||
|
$
|
|
%
|
$
|
|
%
|
||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Restructuring charges and other facility exit costs, net
|
$
|
80.5
|
|
|
$
|
80.5
|
|
|
*
|
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
(100
|
)%
|
|
$
|
3.1
|
|
As a percentage of net revenue
|
4
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
—
|
%
|
*
|
Percentage is not meaningful.
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Interest and investment expense, net
|
$
|
(29.7
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(13.2
|
)
|
Loss on foreign currency
|
(3.3
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||
Gain (loss) on strategic investments
|
0.3
|
|
|
3.8
|
|
|
(23.3
|
)
|
|||
Other income
|
8.5
|
|
|
8.5
|
|
|
2.7
|
|
|||
Interest and other expense, net
|
$
|
(24.2
|
)
|
|
$
|
(21.6
|
)
|
|
$
|
(37.7
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Gross profit
|
$
|
1,689.1
|
|
|
$
|
2,133.4
|
|
|
$
|
2,170.1
|
|
Non-GAAP gross profit
|
$
|
1,743.2
|
|
|
$
|
2,194.2
|
|
|
$
|
2,232.2
|
|
Gross margin
|
83
|
%
|
|
85
|
%
|
|
86
|
%
|
|||
Non-GAAP gross margin
|
86
|
%
|
|
88
|
%
|
|
89
|
%
|
|||
(Loss) income from operations
|
$
|
(499.6
|
)
|
|
$
|
1.3
|
|
|
$
|
120.7
|
|
Non-GAAP (loss) income from operations
|
$
|
(125.5
|
)
|
|
$
|
280.7
|
|
|
$
|
382.4
|
|
Operating margin
|
(25
|
)%
|
|
—
|
%
|
|
5
|
%
|
|||
Non-GAAP operating margin
|
(6
|
)%
|
|
11
|
%
|
|
15
|
%
|
|||
Net (loss) income
|
$
|
(582.1
|
)
|
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
Non-GAAP net (loss) income
|
$
|
(111.0
|
)
|
|
$
|
194.1
|
|
|
$
|
272.3
|
|
Diluted net (loss) income per share (1)
|
$
|
(2.61
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
Non-GAAP diluted (loss) income per share (1)
|
$
|
(0.50
|
)
|
|
$
|
0.84
|
|
|
$
|
1.17
|
|
GAAP diluted weighted average shares used in per share calculation
|
222.7
|
|
|
226.0
|
|
|
232.4
|
|
|||
Non-GAAP diluted weighted average shares used in per share calculation
|
222.7
|
|
|
230.7
|
|
|
232.4
|
|
(1)
|
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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Gross profit
|
$
|
1,689.1
|
|
|
$
|
2,133.4
|
|
|
$
|
2,170.1
|
|
Stock-based compensation expense
|
14.1
|
|
|
11.8
|
|
|
8.9
|
|
|||
Amortization of developed technologies
|
40.0
|
|
|
49.0
|
|
|
53.2
|
|
|||
Non-GAAP gross profit
|
$
|
1,743.2
|
|
|
$
|
2,194.2
|
|
|
$
|
2,232.2
|
|
Gross margin
|
83
|
%
|
|
85
|
%
|
|
86
|
%
|
|||
Stock-based compensation expense
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|||
Amortization of developed technologies
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
Non-GAAP gross margin
|
86
|
%
|
|
88
|
%
|
|
89
|
%
|
|||
(Loss) income from operations
|
$
|
(499.6
|
)
|
|
$
|
1.3
|
|
|
$
|
120.7
|
|
Stock-based compensation expense
|
221.8
|
|
|
197.2
|
|
|
165.6
|
|
|||
Amortization of developed technologies
|
40.0
|
|
|
49.0
|
|
|
53.2
|
|
|||
Amortization of purchased intangibles
|
31.8
|
|
|
33.2
|
|
|
39.8
|
|
|||
Restructuring charges and other facility exit costs, net
|
80.5
|
|
|
—
|
|
|
3.1
|
|
|||
Non-GAAP (loss) income from operations
|
$
|
(125.5
|
)
|
|
$
|
280.7
|
|
|
$
|
382.4
|
|
Operating margin
|
(25
|
)%
|
|
—
|
%
|
|
5
|
%
|
|||
Stock-based compensation expense
|
11
|
%
|
|
8
|
%
|
|
7
|
%
|
|||
Amortization of developed technologies
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
Amortization of purchased intangibles
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
|||
Restructuring charges and other facility exit costs, net
|
4
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Non-GAAP operating margin
|
(6
|
)%
|
|
11
|
%
|
|
15
|
%
|
|||
Net (loss) income
|
$
|
(582.1
|
)
|
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
Stock-based compensation expense
|
221.8
|
|
|
197.2
|
|
|
165.6
|
|
|||
Amortization of developed technologies
|
40.0
|
|
|
49.0
|
|
|
53.2
|
|
|||
Amortization of purchased intangibles
|
31.8
|
|
|
33.2
|
|
|
39.8
|
|
|||
Restructuring charges and other facility exit costs, net
|
80.5
|
|
|
—
|
|
|
3.1
|
|
|||
(Gain) Loss on strategic investments
|
(0.3
|
)
|
|
(3.7
|
)
|
|
23.3
|
|
|||
Establishment of valuation allowance on deferred tax assets
|
—
|
|
|
230.9
|
|
|
—
|
|
|||
Discrete tax provision items
|
(2.7
|
)
|
|
0.8
|
|
|
(18.7
|
)
|
|||
Income tax effect of non-GAAP adjustments
|
100.0
|
|
|
17.2
|
|
|
(75.8
|
)
|
|||
Non-GAAP net (loss) income
|
$
|
(111.0
|
)
|
|
$
|
194.1
|
|
|
$
|
272.3
|
|
Diluted net (loss) income per share (1)
|
$
|
(2.61
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
Stock-based compensation expense
|
1.00
|
|
|
0.86
|
|
|
0.71
|
|
|||
Amortization of developed technologies
|
0.18
|
|
|
0.21
|
|
|
0.23
|
|
|||
Amortization of purchased intangibles
|
0.14
|
|
|
0.15
|
|
|
0.17
|
|
|||
Restructuring charges and other facility exit costs, net
|
0.35
|
|
|
—
|
|
|
0.01
|
|
|||
(Gain) Loss on strategic investments
|
—
|
|
|
(0.01
|
)
|
|
0.10
|
|
|||
Establishment of valuation allowance on deferred tax assets
|
—
|
|
|
1.01
|
|
|
—
|
|
|||
Discrete tax provision items
|
(0.01
|
)
|
|
—
|
|
|
(0.08
|
)
|
|||
Income tax effect of non-GAAP adjustments
|
0.45
|
|
|
0.08
|
|
|
(0.32
|
)
|
|||
Non-GAAP diluted (loss) income per share (1)
|
$
|
(0.50
|
)
|
|
$
|
0.84
|
|
|
$
|
1.17
|
|
(1)
|
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 2018
|
|
Fiscal Years 2019-2020
|
|
Fiscal Years 2021-2022
|
|
Thereafter
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Notes
|
$
|
1,738.3
|
|
|
$
|
446.7
|
|
|
$
|
79.6
|
|
|
$
|
506.7
|
|
|
$
|
705.3
|
|
Operating lease obligations
|
212.5
|
|
|
59.3
|
|
|
78.7
|
|
|
33.3
|
|
|
41.2
|
|
|||||
Purchase obligations
|
166.4
|
|
|
75.7
|
|
|
90.7
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation obligations
|
47.3
|
|
|
3.1
|
|
|
6.6
|
|
|
6.5
|
|
|
31.1
|
|
|||||
Pension obligations
|
37.5
|
|
|
4.2
|
|
|
7.3
|
|
|
6.9
|
|
|
19.1
|
|
|||||
Asset retirement obligations
|
10.4
|
|
|
5.2
|
|
|
4.7
|
|
|
0.5
|
|
|
—
|
|
|||||
Total (1)
|
$
|
2,212.4
|
|
|
$
|
594.2
|
|
|
$
|
267.6
|
|
|
$
|
553.9
|
|
|
$
|
796.7
|
|
(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,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Net revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
1,290.0
|
|
|
$
|
1,277.2
|
|
|
$
|
1,170.8
|
|
License and other
|
741.0
|
|
|
1,226.9
|
|
|
1,341.4
|
|
|||
Total net revenue
|
2,031.0
|
|
|
2,504.1
|
|
|
2,512.2
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of subscription revenue
|
151.3
|
|
|
156.1
|
|
|
133.6
|
|
|||
Cost of license and other revenue
|
190.6
|
|
|
214.6
|
|
|
208.5
|
|
|||
Total cost of revenue
|
341.9
|
|
|
370.7
|
|
|
342.1
|
|
|||
Gross profit
|
1,689.1
|
|
|
2,133.4
|
|
|
2,170.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Marketing and sales
|
1,022.5
|
|
|
1,015.5
|
|
|
998.0
|
|
|||
Research and development
|
766.1
|
|
|
790.0
|
|
|
725.2
|
|
|||
General and administrative
|
287.8
|
|
|
293.4
|
|
|
283.3
|
|
|||
Amortization of purchased intangibles
|
31.8
|
|
|
33.2
|
|
|
39.8
|
|
|||
Restructuring charges and other facility exit costs, net
|
80.5
|
|
|
—
|
|
|
3.1
|
|
|||
Total operating expenses
|
2,188.7
|
|
|
2,132.1
|
|
|
2,049.4
|
|
|||
(Loss) income from operations
|
(499.6
|
)
|
|
1.3
|
|
|
120.7
|
|
|||
Interest and other expense, net
|
(24.2
|
)
|
|
(21.6
|
)
|
|
(37.7
|
)
|
|||
(Loss) income before income taxes
|
(523.8
|
)
|
|
(20.3
|
)
|
|
83.0
|
|
|||
Provision for income taxes
|
(58.3
|
)
|
|
(310.2
|
)
|
|
(1.2
|
)
|
|||
Net (loss) income
|
$
|
(582.1
|
)
|
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
Basic net (loss) income per share
|
$
|
(2.61
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
0.36
|
|
Diluted net (loss) income per share
|
$
|
(2.61
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
Weighted average shares used in computing basic net (loss) income per share
|
222.7
|
|
|
226.0
|
|
|
227.1
|
|
|||
Weighted average shares used in computing diluted net (loss) income per share
|
222.7
|
|
|
226.0
|
|
|
232.4
|
|
|
Fiscal year ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) income
|
$
|
(582.1
|
)
|
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
Other comprehensive loss, net of reclassifications:
|
|
|
|
|
|
||||||
Net (loss) gain on derivative instruments (net of tax effect of ($1.1), $0.6, and ($0.7))
|
(1.1
|
)
|
|
(27.1
|
)
|
|
39.3
|
|
|||
Change in net unrealized gain (loss) on available-for-sale securities (net of tax effect of ($0.5), $0.0, and ($0.2))
|
1.3
|
|
|
(1.4
|
)
|
|
(0.2
|
)
|
|||
Change in defined benefit pension items (net of tax effect of ($0.9), $0.9, and $1.8)
|
(5.5
|
)
|
|
(4.6
|
)
|
|
(16.0
|
)
|
|||
Net change in cumulative foreign currency translation loss (net of tax effect of $0.2, $0.5, and $4.9)
|
(52.1
|
)
|
|
(34.7
|
)
|
|
(75.8
|
)
|
|||
Total other comprehensive loss
|
(57.4
|
)
|
|
(67.8
|
)
|
|
(52.7
|
)
|
|||
Total comprehensive (loss) income
|
$
|
(639.5
|
)
|
|
$
|
(398.3
|
)
|
|
$
|
29.1
|
|
|
January 31,
2017 |
|
January 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,213.1
|
|
|
$
|
1,353.0
|
|
Marketable securities
|
686.8
|
|
|
897.9
|
|
||
Accounts receivable, net
|
452.3
|
|
|
653.6
|
|
||
Prepaid expenses and other current assets
|
108.4
|
|
|
88.6
|
|
||
Total current assets
|
2,460.6
|
|
|
2,993.1
|
|
||
Marketable securities
|
306.2
|
|
|
532.3
|
|
||
Computer equipment, software, furniture, and leasehold improvements, net
|
158.6
|
|
|
169.3
|
|
||
Developed technologies, net
|
45.7
|
|
|
70.8
|
|
||
Goodwill
|
1,561.1
|
|
|
1,535.0
|
|
||
Deferred income taxes, net
|
63.9
|
|
|
9.2
|
|
||
Other assets
|
202.0
|
|
|
205.6
|
|
||
Total assets
|
$
|
4,798.1
|
|
|
$
|
5,515.3
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
93.5
|
|
|
$
|
119.9
|
|
Accrued compensation
|
238.2
|
|
|
243.3
|
|
||
Accrued income taxes
|
50.0
|
|
|
29.4
|
|
||
Deferred revenue
|
1,270.1
|
|
|
1,068.9
|
|
||
Current portion of long-term notes payable, net
|
398.7
|
|
|
—
|
|
||
Other accrued liabilities
|
134.9
|
|
|
129.5
|
|
||
Total current liabilities
|
2,185.4
|
|
|
1,591.0
|
|
||
Long-term deferred revenue
|
517.9
|
|
|
450.3
|
|
||
Long-term income taxes payable
|
39.3
|
|
|
161.4
|
|
||
Long-term deferred income taxes
|
91.5
|
|
|
67.7
|
|
||
Long-term notes payable, net
|
1,092.0
|
|
|
1,487.7
|
|
||
Long-term other liabilities
|
138.4
|
|
|
137.6
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; shares authorized 2.0; none issued or outstanding at January 31, 2017 and 2016
|
—
|
|
|
—
|
|
||
Common stock and additional paid-in capital, $0.01 par value; shares authorized 750.0; 220.3 outstanding at January 31, 2017 and 224.4 outstanding at January 31, 2016
|
1,876.3
|
|
|
1,821.5
|
|
||
Accumulated other comprehensive loss
|
(178.5
|
)
|
|
(121.1
|
)
|
||
Accumulated deficit
|
(964.2
|
)
|
|
(80.8
|
)
|
||
Total stockholders’ equity
|
733.6
|
|
|
1,619.6
|
|
||
Total liabilities and stockholders' equity
|
$
|
4,798.1
|
|
|
$
|
5,515.3
|
|
|
Fiscal year ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(582.1
|
)
|
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
139.2
|
|
|
145.8
|
|
|
145.9
|
|
|||
Stock-based compensation expense
|
221.8
|
|
|
197.2
|
|
|
165.6
|
|
|||
Deferred income taxes
|
(38.8
|
)
|
|
235.9
|
|
|
(18.8
|
)
|
|||
Restructuring charges and other facility exit costs, net
|
80.5
|
|
|
—
|
|
|
3.1
|
|
|||
Other operating activities
|
(7.7
|
)
|
|
(25.0
|
)
|
|
16.2
|
|
|||
Changes in operating assets and liabilities, net of business combinations:
|
|
|
|
|
|
||||||
Accounts receivable
|
201.5
|
|
|
(195.5
|
)
|
|
(17.3
|
)
|
|||
Prepaid expenses and other current assets
|
(13.5
|
)
|
|
(2.8
|
)
|
|
6.8
|
|
|||
Accounts payable and accrued liabilities
|
2.7
|
|
|
24.9
|
|
|
130.8
|
|
|||
Deferred revenue
|
267.0
|
|
|
360.5
|
|
|
245.2
|
|
|||
Accrued income taxes
|
(100.9
|
)
|
|
3.5
|
|
|
(50.7
|
)
|
|||
Net cash provided by operating activities (1)
|
169.7
|
|
|
414.0
|
|
|
708.6
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of marketable securities
|
(1,867.9
|
)
|
|
(2,250.1
|
)
|
|
(1,355.1
|
)
|
|||
Sales of marketable securities
|
1,257.7
|
|
|
329.4
|
|
|
190.0
|
|
|||
Maturities of marketable securities
|
1,057.2
|
|
|
1,376.6
|
|
|
969.0
|
|
|||
Acquisitions, net of cash acquired
|
(85.2
|
)
|
|
(148.5
|
)
|
|
(630.0
|
)
|
|||
Capital expenditures
|
(76.0
|
)
|
|
(72.4
|
)
|
|
(75.5
|
)
|
|||
Other investing activities
|
(13.8
|
)
|
|
(44.5
|
)
|
|
(4.0
|
)
|
|||
Net cash provided by (used in) investing activities
|
272.0
|
|
|
(809.5
|
)
|
|
(905.6
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
119.6
|
|
|
110.8
|
|
|
175.4
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(76.2
|
)
|
|
(51.6
|
)
|
|
(40.0
|
)
|
|||
Repurchase and retirement of common shares
|
(621.7
|
)
|
|
(458.0
|
)
|
|
(372.4
|
)
|
|||
Proceeds from debt, net of discount
|
—
|
|
|
748.3
|
|
|
—
|
|
|||
Other financing activities
|
—
|
|
|
(6.3
|
)
|
|
(3.4
|
)
|
|||
Net cash provided by (used in) financing activities (1)
|
(578.3
|
)
|
|
343.2
|
|
|
(240.4
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(3.3
|
)
|
|
(5.3
|
)
|
|
(5.0
|
)
|
|||
Net decrease in cash and cash equivalents
|
(139.9
|
)
|
|
(57.6
|
)
|
|
(442.4
|
)
|
|||
Cash and cash equivalents at beginning of fiscal year
|
1,353.0
|
|
|
1,410.6
|
|
|
1,853.0
|
|
|||
Cash and cash equivalents at end of fiscal year
|
$
|
1,213.1
|
|
|
$
|
1,353.0
|
|
|
$
|
1,410.6
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
47.6
|
|
|
$
|
34.7
|
|
|
$
|
20.4
|
|
Net cash paid during the year for income taxes
|
$
|
77.7
|
|
|
$
|
59.1
|
|
|
$
|
63.4
|
|
(1)
|
During the three months ended July 31, 2016, the Company early adopted Accounting Standards Update No. 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718)” (“ASU 2016-09”), which addresses among other items, updates to the presentation and treatment of excess tax benefits related to stock based compensation. The Company has adopted changes to the consolidated statements of cash flows on a retrospective basis. The impact for the fiscal year ended January 31, 2015 to net cash provided by operating activities and net cash used in financing activities was
$0.5 million
. There was no impact to the fiscal year ended January 31, 2016.
|
|
Common stock and additional paid-in capital
|
|
Accumulated other comprehensive loss
|
|
Retained earnings (Accumulated deficit)
|
|
Total stockholders' equity
|
|||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
||||
Common shares issued under stock plans
|
5.6
|
|
|
43.4
|
|
|
—
|
|
|
—
|
|
|
43.4
|
|
||||
Stock-based compensation expense
|
—
|
|
|
221.8
|
|
|
—
|
|
|
—
|
|
|
221.8
|
|
||||
Cumulative effect of accounting changes
|
—
|
|
|
6.9
|
|
|
—
|
|
|
113.0
|
|
|
119.9
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(582.1
|
)
|
|
(582.1
|
)
|
||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
(57.4
|
)
|
|
—
|
|
|
(57.4
|
)
|
||||
Repurchase and retirement of common shares
|
(9.7
|
)
|
|
(217.3
|
)
|
|
—
|
|
|
(414.3
|
)
|
|
(631.6
|
)
|
||||
Balances, January 31, 2017
|
220.3
|
|
|
$
|
1,876.3
|
|
|
$
|
(178.5
|
)
|
|
$
|
(964.2
|
)
|
|
$
|
733.6
|
|
|
2017
|
|
2016
|
||||
Trade accounts receivable
|
$
|
477.5
|
|
|
$
|
700.1
|
|
Less: Allowance for doubtful accounts
|
(1.5
|
)
|
|
(7.6
|
)
|
||
Product returns reserve
|
(0.2
|
)
|
|
(1.6
|
)
|
||
Partner programs and other obligations
|
(23.5
|
)
|
|
(37.3
|
)
|
||
Accounts receivable, net
|
$
|
452.3
|
|
|
$
|
653.6
|
|
|
2017
|
|
2016
|
||
United States
|
9
|
%
|
|
26
|
%
|
Other Americas
|
1
|
%
|
|
1
|
%
|
Europe, Middle East, and Africa (“EMEA”)
|
80
|
%
|
|
50
|
%
|
Asia Pacific (“APAC”)
|
10
|
%
|
|
23
|
%
|
|
2017
|
|
2016
|
||||
Computer hardware, at cost
|
$
|
206.1
|
|
|
$
|
202.7
|
|
Computer software, at cost
|
73.5
|
|
|
85.6
|
|
||
Leasehold improvements, land and buildings, at cost
|
206.3
|
|
|
202.9
|
|
||
Furniture and equipment, at cost
|
58.2
|
|
|
59.0
|
|
||
Computer software, hardware, leasehold improvements, furniture, and equipment, at cost
|
544.1
|
|
|
550.2
|
|
||
Less: Accumulated depreciation
|
(385.5
|
)
|
|
(380.9
|
)
|
||
Computer software, hardware, leasehold improvements, furniture, and equipment, net
|
$
|
158.6
|
|
|
$
|
169.3
|
|
|
2017
|
|
2016
|
||||
Developed technologies, at cost
|
$
|
583.6
|
|
|
$
|
571.4
|
|
Customer relationships, trade names, patents, and user lists, at cost (1)
|
375.9
|
|
|
371.6
|
|
||
Other intangible assets, at cost (2)
|
959.5
|
|
|
943.0
|
|
||
Less: Accumulated amortization
|
(862.0
|
)
|
|
(796.2
|
)
|
||
Other intangible assets, net
|
$
|
97.5
|
|
|
$
|
146.8
|
|
(1)
|
Included in “Other assets” in the accompanying Consolidated Balance Sheets.
|
(2)
|
Includes the effects of foreign currency translation.
|
|
Fiscal Year ended January 31,
|
||
2018
|
$
|
37.2
|
|
2019
|
28.9
|
|
|
2020
|
16.7
|
|
|
2021
|
8.3
|
|
|
2022
|
3.7
|
|
|
Thereafter
|
0.1
|
|
|
Total
|
$
|
94.9
|
|
|
2017
|
|
2016
|
||||
Goodwill, beginning of the year
|
$
|
1,684.2
|
|
|
$
|
1,605.4
|
|
Less: accumulated impairment losses, beginning of the year
|
(149.2
|
)
|
|
(149.2
|
)
|
||
Additions arising from acquisitions during the year (1)
|
62.8
|
|
|
97.3
|
|
||
Effect of foreign currency translation, measurement period adjustments, and other (2)
|
(36.7
|
)
|
|
(18.5
|
)
|
||
Goodwill, end of the year
|
$
|
1,561.1
|
|
|
$
|
1,535.0
|
|
(1)
|
The fiscal
2016
balance has not been adjusted here for measurement period adjustments made in fiscal
2017
. Refer to Note
5
, "
Acquisitions
" for additional information on the amounts recorded in fiscal
2017
that relate to goodwill from fiscal
2016
acquisitions.
|
(2)
|
Purchase accounting adjustments reflect revisions made to the Company’s preliminary purchase price allocations during fiscal
2017
and
2016
.
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of subscription
|
$
|
7.0
|
|
|
$
|
5.7
|
|
|
$
|
4.3
|
|
Cost of license and other revenue
|
7.1
|
|
|
6.1
|
|
|
4.6
|
|
|||
Marketing and sales
|
94.1
|
|
|
85.2
|
|
|
72.4
|
|
|||
Research and development
|
81.3
|
|
|
70.4
|
|
|
56.0
|
|
|||
General and administrative
|
32.3
|
|
|
29.8
|
|
|
28.3
|
|
|||
Stock-based compensation expense related to stock awards and Employee Qualified Stock Purchase Plan ("ESPP") purchases
|
221.8
|
|
|
197.2
|
|
|
165.6
|
|
|||
Tax benefit
|
(2.6
|
)
|
|
(1.6
|
)
|
|
(45.2
|
)
|
|||
Stock-based compensation expense related to stock awards and ESPP purchases, net
|
$
|
219.2
|
|
|
$
|
195.6
|
|
|
$
|
120.4
|
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
|
January 31, 2017
|
|
January 31, 2016
|
|
January 31, 2015
|
||||||
|
|
Performance Stock Unit
|
|
ESPP
|
|
Performance Stock Unit
|
|
ESPP
|
|
Performance Stock Unit
|
|
ESPP
|
Range of expected volatilities
|
|
38 - 39%
|
|
30 - 40%
|
|
27%
|
|
28 -29%
|
|
30%
|
|
29 - 33%
|
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
|
|
0.6 - 0.7%
|
|
0.5 - 0.9%
|
|
0.2%
|
|
0.1 - 0.7%
|
|
0.1%
|
|
0.0 - 0.6%
|
|
|
|
January 31, 2017
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Agency bonds
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Certificates of deposit
|
63.1
|
|
|
—
|
|
|
—
|
|
|
63.1
|
|
|
63.1
|
|
|
—
|
|
|
—
|
|
||||||||
|
Commercial paper
|
207.4
|
|
|
—
|
|
|
—
|
|
|
207.4
|
|
|
—
|
|
|
207.4
|
|
|
—
|
|
||||||||
|
Corporate debt securities
|
40.2
|
|
|
—
|
|
|
—
|
|
|
40.2
|
|
|
40.2
|
|
|
—
|
|
|
—
|
|
||||||||
|
Custody cash deposit
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
||||||||
|
Money market funds
|
256.5
|
|
|
—
|
|
|
—
|
|
|
256.5
|
|
|
—
|
|
|
256.5
|
|
|
—
|
|
||||||||
|
Municipal bonds
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
||||||||
|
Sovereign debt
|
15.0
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
||||||||
|
U.S. government securities
|
309.5
|
|
|
—
|
|
|
—
|
|
|
309.5
|
|
|
309.5
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bonds
|
13.2
|
|
|
—
|
|
|
|
|
13.2
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
Asset backed securities
|
19.6
|
|
|
—
|
|
|
—
|
|
|
19.6
|
|
|
—
|
|
|
19.6
|
|
|
—
|
|
|||||||
|
|
Certificates of deposit
|
157.3
|
|
|
—
|
|
|
—
|
|
|
157.3
|
|
|
157.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Commercial paper
|
109.2
|
|
|
—
|
|
|
—
|
|
|
109.2
|
|
|
—
|
|
|
109.2
|
|
|
—
|
|
|||||||
|
|
Corporate bonds
|
234.7
|
|
|
—
|
|
|
(0.2
|
)
|
|
234.5
|
|
|
234.5
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal bonds
|
43.4
|
|
|
—
|
|
|
—
|
|
|
43.4
|
|
|
43.4
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Sovereign debt
|
30.0
|
|
|
—
|
|
|
—
|
|
|
30.0
|
|
|
—
|
|
|
30.0
|
|
|
—
|
|
|||||||
|
|
U.S. government securities
|
32.3
|
|
|
—
|
|
|
—
|
|
|
32.3
|
|
|
32.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
44.8
|
|
|
2.5
|
|
|
—
|
|
|
47.3
|
|
|
47.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
Long-term available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bonds
|
7.1
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Asset backed securities
|
65.8
|
|
|
0.1
|
|
|
—
|
|
|
65.9
|
|
|
—
|
|
|
65.9
|
|
|
—
|
|
|||||||
|
|
Corporate bonds
|
172.1
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
172.1
|
|
|
172.1
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal bonds
|
10.7
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Sovereign debt
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|||||||
|
|
U.S. government securities
|
48.8
|
|
|
0.1
|
|
|
—
|
|
|
48.9
|
|
|
48.9
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible debt securities (2)
|
4.9
|
|
|
2.3
|
|
|
(1.6
|
)
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|||||||||
Derivative contracts (3)
|
2.2
|
|
|
12.3
|
|
|
(11.7
|
)
|
|
2.8
|
|
|
—
|
|
|
1.5
|
|
|
1.3
|
|
|||||||||
|
|
Total
|
$
|
1,903.5
|
|
|
$
|
17.4
|
|
|
$
|
(13.6
|
)
|
|
$
|
1,907.3
|
|
|
$
|
1,193.8
|
|
|
$
|
706.6
|
|
|
$
|
6.9
|
|
(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, 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. government securities
|
103.0
|
|
|
—
|
|
|
—
|
|
|
103.0
|
|
|
103.0
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bonds
|
40.0
|
|
|
—
|
|
|
(0.1
|
)
|
|
39.9
|
|
|
39.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
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 securities
|
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 bonds
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Sovereign debt
|
16.9
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|||||||
|
|
U.S. government 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" 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, 2016
|
|
$
|
0.3
|
|
|
$
|
3.4
|
|
|
$
|
3.7
|
|
Purchases
|
|
1.1
|
|
|
4.0
|
|
|
5.1
|
|
|||
Settlements
|
|
(0.7
|
)
|
|
(1.7
|
)
|
|
(2.4
|
)
|
|||
Gains (losses) included in earnings
|
|
0.6
|
|
|
0.1
|
|
|
0.7
|
|
|||
Gains included in OCI
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Balances, January 31, 2017
|
|
$
|
1.3
|
|
|
$
|
5.6
|
|
|
$
|
6.9
|
|
|
January 31, 2017
|
||||||
|
Cost
|
|
Fair Value
|
||||
Due within in 1 year
|
$
|
635.6
|
|
|
$
|
635.9
|
|
Due in 1 year through 5 years
|
305.4
|
|
|
305.8
|
|
||
Due in 5 years through 10 years
|
2.6
|
|
|
2.6
|
|
||
Due after 10 years
|
7.0
|
|
|
7.0
|
|
||
Total
|
$
|
950.6
|
|
|
$
|
951.3
|
|
|
Balance Sheet Location
|
|
Fair Value at
|
||||||
|
January 31, 2017
|
|
January 31, 2016
|
||||||
Derivative Assets
|
|
|
|
|
|
||||
Foreign currency contracts designated as cash flow hedges
|
Prepaid expenses and other current assets
|
|
$
|
10.1
|
|
|
$
|
3.4
|
|
Derivatives not designated as hedging instruments
|
Prepaid expenses and other current assets and Other assets
|
|
3.2
|
|
|
4.9
|
|
||
Total derivative assets
|
|
|
$
|
13.3
|
|
|
$
|
8.3
|
|
Derivative Liabilities
|
|
|
|
|
|
||||
Foreign currency contracts designated as cash flow hedges
|
Other accrued liabilities
|
|
$
|
4.5
|
|
|
$
|
3.4
|
|
Derivatives not designated as hedging instrument
|
Other accrued liabilities
|
|
6.0
|
|
|
3.0
|
|
||
Total derivative liabilities
|
|
|
$
|
10.5
|
|
|
$
|
6.4
|
|
|
Foreign Currency Contracts
|
||||||||||
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Amount of gain recognized in accumulated other comprehensive income on derivatives (effective portion)
|
$
|
6.3
|
|
|
$
|
2.2
|
|
|
$
|
46.4
|
|
Amount and location of gain reclassified from accumulated other comprehensive income into income (effective portion)
|
|
|
|
|
|
||||||
Net revenue
|
$
|
9.2
|
|
|
$
|
39.8
|
|
|
$
|
10.5
|
|
Operating expenses
|
(1.8
|
)
|
|
(10.5
|
)
|
|
(3.5
|
)
|
|||
Total
|
$
|
7.4
|
|
|
$
|
29.3
|
|
|
$
|
7.0
|
|
Amount and location of (loss) gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
|
|
|
|
||||||
Interest and other expense, net
|
$
|
(0.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.9
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Amount and location of (loss) gain recognized in income on derivatives
|
|
|
|
|
|
||||||
Interest and other expense, net
|
$
|
(11.1
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(25.5
|
)
|
|
Number of Shares (in millions)
|
|
Weighted average exercise price per share
|
|
Weighted average remaining contractual term (in years)
|
|
Aggregate Intrinsic Value (1) (in millions)
|
|||||
Options outstanding at January 31, 2016
|
1.6
|
|
|
$
|
37.06
|
|
|
|
|
|
||
Exercised
|
(1.0
|
)
|
|
35.85
|
|
|
|
|
|
|||
Options vested, exercisable and outstanding at January 31, 2017
|
0.6
|
|
|
$
|
39.25
|
|
|
3.1
|
|
$
|
25.8
|
|
Options available for grant at January 31, 2017
|
13.3
|
|
|
|
|
|
|
|
(1)
|
Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of
$81.34
per share as of
January 31, 2017
, 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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Pre-tax intrinsic value of options exercised (1)
|
$
|
32.0
|
|
|
$
|
32.6
|
|
|
$
|
67.6
|
|
(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:
|
|
|
|
|||
$27.40 - $38.55
|
0.2
|
|
|
$
|
33.00
|
|
$38.56 - $42.38
|
0.3
|
|
|
41.62
|
|
|
$42.39 - $43.81
|
0.1
|
|
|
43.81
|
|
|
|
0.6
|
|
|
$
|
39.25
|
|
|
Unreleased Restricted Stock Units (in thousands)
|
|
Weighted average grant date fair value per share
|
|||
Unvested restricted stock at January 31, 2016
|
7,739.6
|
|
|
$
|
51.80
|
|
Granted
|
4,226.3
|
|
|
65.95
|
|
|
Vested
|
(3,585.0
|
)
|
|
52.12
|
|
|
Canceled/Forfeited
|
(725.2
|
)
|
|
53.25
|
|
|
Performance Adjustment (1)
|
(33.3
|
)
|
|
63.74
|
|
|
Unvested restricted stock at January 31, 2017
|
7,622.4
|
|
|
$
|
60.13
|
|
(1)
|
Based on Autodesk's financial results and relative total stockholder return for the fiscal 2016 performance period. The performance stock units were attained at rates ranging from
86.1%
to
98.0%
of the target award.
|
•
|
Up to one third of the performance stock units may vest following year one, depending upon the achievement of the FY17 performance criteria as well as 1-year Relative TSR (covering year one).
|
•
|
Up to one third of the performance stock units may vest following year two, depending upon the achievement of the performance criteria for year two as well as 2-year Relative TSR (covering years one and two).
|
•
|
Up to one third of the Performance stock units may vest following year three, depending upon the achievement of the performance criteria 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 (in millions)
|
|
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
|
8.2
|
|
|
$
|
39.25
|
|
|
58.9
|
|
(1)
|
Total
|
8.2
|
|
|
$
|
39.25
|
|
|
58.9
|
|
|
(1)
|
Included in this amount are
45.6 million
securities available for future issuance under Autodesk’s ESPP.
|
|
Fiscal year ended January 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Income tax provision (benefit) at U.S. Federal statutory rate
|
$
|
(177.0
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
29.0
|
|
State income tax benefit, net of the U.S. Federal benefit
|
(17.3
|
)
|
|
(7.6
|
)
|
|
(4.0
|
)
|
|||
Foreign income taxed at rates different from the U.S. statutory rate
|
22.3
|
|
|
(29.4
|
)
|
|
(40.0
|
)
|
|||
U.S. valuation allowance
|
233.0
|
|
|
345.0
|
|
|
2.9
|
|
|||
Increase in attributes due to ASU 2016-9 adoption
|
(119.4
|
)
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance from ASU 2016-9 adoption
|
119.4
|
|
|
—
|
|
|
—
|
|
|||
Tax effect of non-deductible stock-based compensation
|
18.8
|
|
|
19.3
|
|
|
15.7
|
|
|||
Stock compensation windfall shortfall
|
(23.0
|
)
|
|
—
|
|
|
—
|
|
|||
Research and development tax credit benefit
|
(10.3
|
)
|
|
(9.4
|
)
|
|
(7.2
|
)
|
|||
Closure of income tax audits and changes in uncertain tax positions
|
8.2
|
|
|
(4.7
|
)
|
|
(0.7
|
)
|
|||
Tax effect of officer compensation in excess of $1.0 million
|
2.2
|
|
|
1.4
|
|
|
2.4
|
|
|||
Non-deductible expenses
|
2.0
|
|
|
2.6
|
|
|
2.2
|
|
|||
Other
|
(0.6
|
)
|
|
0.1
|
|
|
0.9
|
|
|||
|
$
|
58.3
|
|
|
$
|
310.2
|
|
|
$
|
1.2
|
|
|
January 31,
|
||||||
2017
|
|
2016
|
|||||
Stock-based compensation
|
$
|
37.6
|
|
|
$
|
37.5
|
|
Research and development tax credit carryforwards
|
136.7
|
|
|
91.3
|
|
||
Foreign tax credit carryforwards
|
127.3
|
|
|
51.1
|
|
||
Accrued compensation and benefits
|
39.5
|
|
|
41.5
|
|
||
Other accruals not currently deductible for tax
|
18.7
|
|
|
23.6
|
|
||
Purchased technology and capitalized software
|
76.9
|
|
|
64.3
|
|
||
Fixed assets
|
24.3
|
|
|
18.6
|
|
||
Tax loss carryforwards
|
173.6
|
|
|
17.6
|
|
||
Deferred Revenue
|
128.3
|
|
|
56.7
|
|
||
Other
|
27.6
|
|
|
13.9
|
|
||
Total deferred tax assets
|
790.5
|
|
|
416.1
|
|
||
Less: valuation allowance
|
(748.0
|
)
|
|
(398.0
|
)
|
||
Net deferred tax assets
|
42.5
|
|
|
18.1
|
|
||
Indefinite lived intangibles
|
(70.1
|
)
|
|
(54.1
|
)
|
||
Unremitted earnings of foreign subsidiaries
|
—
|
|
|
(22.4
|
)
|
||
Total deferred tax liabilities
|
(70.1
|
)
|
|
(76.5
|
)
|
||
Net deferred tax assets
|
$
|
(27.6
|
)
|
|
$
|
(58.4
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Gross unrecognized tax benefits at the beginning of the fiscal year
|
$
|
254.3
|
|
|
$
|
245.8
|
|
|
$
|
222.1
|
|
Increases for tax positions of prior years
|
11.9
|
|
|
1.4
|
|
|
3.2
|
|
|||
Decreases for tax positions of prior years
|
(4.1
|
)
|
|
(7.0
|
)
|
|
(2.5
|
)
|
|||
Increases for tax positions related to the current year
|
11.1
|
|
|
15.8
|
|
|
33.2
|
|
|||
Decreases relating to settlements with taxing authorities
|
(10.8
|
)
|
|
(0.5
|
)
|
|
(5.4
|
)
|
|||
Reductions as a result of lapse of the statute of limitations
|
(1.0
|
)
|
|
(1.2
|
)
|
|
(4.8
|
)
|
|||
Gross unrecognized tax benefits at the end of the fiscal year
|
$
|
261.4
|
|
|
$
|
254.3
|
|
|
$
|
245.8
|
|
Developed technologies
|
|
$
|
18.8
|
|
Customer relationships and other non-current intangible assets
|
|
10.2
|
|
|
Trade name
|
|
3.8
|
|
|
Goodwill
|
|
62.8
|
|
|
Deferred Revenue (current and non-current)
|
|
(2.1
|
)
|
|
Deferred tax liability
|
|
(7.1
|
)
|
|
Net tangible assets
|
|
0.6
|
|
|
|
|
$
|
87.0
|
|
|
netfabb (1)
|
|
Other (2)
|
||||
Developed technologies
|
$
|
6.6
|
|
|
$
|
27.3
|
|
Customer relationships
|
6.2
|
|
|
12.9
|
|
||
Trade name
|
1.4
|
|
|
4.7
|
|
||
Goodwill
|
36.1
|
|
|
63.7
|
|
||
Deferred revenue (current and non-current)
|
(1.0
|
)
|
|
(0.7
|
)
|
||
Deferred tax liability
|
(3.9
|
)
|
|
(1.6
|
)
|
||
Net tangible (liabilities) assets
|
(2.9
|
)
|
|
0.5
|
|
||
Total
|
$
|
42.5
|
|
|
$
|
106.8
|
|
(1)
|
During fiscal 2017, Autodesk recorded measurement period adjustments in our condensed consolidated balance sheet. The measurement period adjustments were recorded as a $
3.3 million
increase to goodwill, with an offsetting $
3.3 million
increase to net tangible liabilities.
|
(2)
|
During fiscal 2017, Autodesk recorded a measurement period adjustment in our condensed consolidated balance sheet. The measurement period adjustment was recorded as an $
0.8 million
decrease to goodwill, with an offsetting $
0.8 million
decrease to deferred tax liability.
|
|
|
||
2018
|
$
|
60.7
|
|
2019
|
48.4
|
|
|
2020
|
31.4
|
|
|
2021
|
21.1
|
|
|
2022
|
12.2
|
|
|
Thereafter
|
41.2
|
|
|
|
215.0
|
|
|
Less: Sublease income
|
2.5
|
|
|
|
$
|
212.5
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Rent expense
|
$
|
65.3
|
|
|
$
|
58.7
|
|
|
$
|
55.0
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest and investment expense, net
|
$
|
(29.7
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(13.2
|
)
|
Loss on foreign currency
|
(3.3
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||
Gain (loss) on strategic investments
|
0.3
|
|
|
3.8
|
|
|
(23.3
|
)
|
|||
Other income
|
8.5
|
|
|
8.5
|
|
|
2.7
|
|
|||
Interest and other expense, net
|
$
|
(24.2
|
)
|
|
$
|
(21.6
|
)
|
|
$
|
(37.7
|
)
|
|
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, 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) income
|
(27.1
|
)
|
|
(1.4
|
)
|
|
(4.6
|
)
|
|
(34.7
|
)
|
|
(67.8
|
)
|
|||||
Balances, January 31, 2016
|
15.7
|
|
|
0.2
|
|
|
(28.3
|
)
|
|
(108.7
|
)
|
|
(121.1
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
7.4
|
|
|
3.3
|
|
|
(5.8
|
)
|
|
(52.3
|
)
|
|
(47.4
|
)
|
|||||
Pre-tax (gains) losses reclassified from accumulated other comprehensive income
|
(7.4
|
)
|
|
(1.5
|
)
|
|
1.2
|
|
|
—
|
|
|
(7.7
|
)
|
|||||
Tax effects
|
(1.1
|
)
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|
0.2
|
|
|
(2.3
|
)
|
|||||
Net current period other comprehensive (loss) income
|
(1.1
|
)
|
|
1.3
|
|
|
(5.5
|
)
|
|
(52.1
|
)
|
|
(57.4
|
)
|
|||||
Balances, January 31, 2017
|
$
|
14.6
|
|
|
$
|
1.5
|
|
|
$
|
(33.8
|
)
|
|
$
|
(160.8
|
)
|
|
$
|
(178.5
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(582.1
|
)
|
|
$
|
(330.5
|
)
|
|
$
|
81.8
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic net (loss) income per share—weighted average shares
|
222.7
|
|
|
226.0
|
|
|
227.1
|
|
|||
Effect of dilutive securities (1)
|
—
|
|
|
—
|
|
|
5.3
|
|
|||
Denominator for dilutive net (loss) income per share
|
222.7
|
|
|
226.0
|
|
|
232.4
|
|
|||
Basic net (loss) income per share
|
$
|
(2.61
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
0.36
|
|
Diluted net (loss) income per share
|
$
|
(2.61
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
0.35
|
|
(1)
|
The effect of dilutive securities of
4.6 million
and
4.7 million
shares for the fiscal year ended
January 31, 2017
and
2016
, respectively, 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 these fiscal years.
|
|
Fiscal year ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net revenue by geographic area (1):
|
|
|
|
|
|
||||||
Americas
|
|
|
|
|
|
||||||
U.S.
|
$
|
742.1
|
|
|
$
|
803.9
|
|
|
$
|
736.4
|
|
Other Americas
|
129.8
|
|
|
168.9
|
|
|
161.6
|
|
|||
Total Americas
|
871.9
|
|
|
972.8
|
|
|
898.0
|
|
|||
Europe, Middle East, and Africa
|
800.4
|
|
|
934.6
|
|
|
980.0
|
|
|||
Asia Pacific
|
358.7
|
|
|
596.7
|
|
|
634.2
|
|
|||
Total net revenue
|
$
|
2,031.0
|
|
|
$
|
2,504.1
|
|
|
$
|
2,512.2
|
|
|
|
|
|
|
|
||||||
Net revenue by product family:
|
|
|
|
|
|
||||||
Architecture, Engineering and Construction
|
$
|
880.9
|
|
|
$
|
949.1
|
|
|
$
|
872.6
|
|
Manufacturing
|
625.8
|
|
|
724.6
|
|
|
675.6
|
|
|||
AutoCAD and AutoCAD LT (2)
|
326.7
|
|
|
594.8
|
|
|
695.1
|
|
|||
Media and Entertainment
|
138.9
|
|
|
160.0
|
|
|
167.3
|
|
|||
Other (2)
|
58.7
|
|
|
75.6
|
|
|
101.6
|
|
|||
|
$
|
2,031.0
|
|
|
$
|
2,504.1
|
|
|
$
|
2,512.2
|
|
(1)
|
Revenue by geographic area is based on the bill to country.
|
(2)
|
Prior periods have been adjusted to conform with current period's presentation.
|
|
January 31,
|
||||||
|
2017
|
|
2016
|
||||
Long-lived assets (1):
|
|
|
|
||||
Americas
|
|
|
|
||||
U.S.
|
$
|
118.8
|
|
|
$
|
118.8
|
|
Other Americas
|
5.9
|
|
|
3.2
|
|
||
Total Americas
|
124.7
|
|
|
122.0
|
|
||
Europe, Middle East, and Africa
|
18.7
|
|
|
25.7
|
|
||
Asia Pacific
|
15.2
|
|
|
21.6
|
|
||
Total long-lived assets
|
$
|
158.6
|
|
|
$
|
169.3
|
|
(1)
|
Long-lived assets exclude deferred tax assets, marketable securities, goodwill, and other intangible assets.
|
|
Fiscal year ended January 31,
|
||||||
|
2017
|
|
2016
|
||||
Beginning projected benefit obligation
|
$
|
145.2
|
|
|
$
|
144.7
|
|
Service cost
|
5.6
|
|
|
5.7
|
|
||
Interest cost
|
3.0
|
|
|
3.3
|
|
||
Actuarial loss (gain)
|
7.1
|
|
|
6.3
|
|
||
Benefits paid
|
(2.6
|
)
|
|
(6.5
|
)
|
||
Foreign currency exchange rate changes
|
(9.5
|
)
|
|
(10.1
|
)
|
||
Curtailments and settlements
|
(6.8
|
)
|
|
(2.2
|
)
|
||
Contributions by plan participants
|
4.4
|
|
|
4.0
|
|
||
Ending projected benefit obligation
|
$
|
146.4
|
|
|
$
|
145.2
|
|
|
|
|
|
||||
Beginning fair value of plan assets
|
$
|
101.4
|
|
|
$
|
104.2
|
|
Actual return on plan assets
|
4.2
|
|
|
1.3
|
|
||
Contributions paid by employer
|
15.3
|
|
|
4.5
|
|
||
Contributions paid by plan participants
|
4.4
|
|
|
4.0
|
|
||
Benefit payments
|
(2.6
|
)
|
|
(6.5
|
)
|
||
Curtailments and settlements
|
(6.8
|
)
|
|
—
|
|
||
Foreign currency exchange rate changes
|
(8.5
|
)
|
|
(6.1
|
)
|
||
Ending fair value of plan assets
|
$
|
107.4
|
|
|
$
|
101.4
|
|
Funded status
|
$
|
(39.0
|
)
|
|
$
|
(43.8
|
)
|
|
Fiscal Year Ended January 31,
|
||||||
|
2017
|
|
2016
|
||||
Other long-term liabilities
|
$
|
39.0
|
|
|
$
|
43.8
|
|
Accumulated other comprehensive loss, before tax
|
36.9
|
|
|
32.2
|
|
||
Net amount recognized
|
$
|
75.9
|
|
|
$
|
76.0
|
|
|
|
Fiscal Year Ended January 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
||||
Accumulated benefit obligations
|
|
$
|
119.2
|
|
|
$
|
127.1
|
|
Plan Assets
|
|
98.3
|
|
|
101.4
|
|
||
Plans with projected benefit obligations in excess of plan assets:
|
|
|
|
|
||||
Projected benefit obligations
|
|
$
|
146.4
|
|
|
$
|
145.2
|
|
Plan Assets
|
|
107.4
|
|
|
101.4
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Total
|
||||||
Insurance contracts
|
$
|
—
|
|
|
$
|
46.3
|
|
|
$
|
—
|
|
|
$
|
46.3
|
|
|
$
|
42.6
|
|
Other investments
|
—
|
|
|
9.4
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|||||
Total assets measured at fair value
|
$
|
—
|
|
|
$
|
55.7
|
|
|
$
|
—
|
|
|
55.7
|
|
|
42.6
|
|
||
Cash
|
|
|
|
|
|
|
—
|
|
|
0.3
|
|
||||||||
Investment Fund valued using net asset value
|
|
|
|
|
|
|
51.7
|
|
|
58.5
|
|
||||||||
Total pension plan assets at fair value
|
|
|
|
|
|
|
$
|
107.4
|
|
|
$
|
101.4
|
|
|
Pension Benefits
|
||
2018
|
$
|
4.2
|
|
2019
|
3.8
|
|
|
2020
|
3.5
|
|
|
2021
|
3.5
|
|
|
2022
|
3.4
|
|
|
2023-2027
|
19.1
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Service cost for benefits earned during the period
|
$
|
5.6
|
|
|
$
|
5.7
|
|
|
$
|
4.6
|
|
Interest cost on projected benefit obligation
|
3.0
|
|
|
3.3
|
|
|
3.9
|
|
|||
Expected return on plan assets
|
(4.2
|
)
|
|
(3.9
|
)
|
|
(4.6
|
)
|
|||
Amortization of prior service credit
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Amortization of loss
|
1.5
|
|
|
1.4
|
|
|
0.6
|
|
|||
Settlement loss
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
6.8
|
|
|
$
|
6.4
|
|
|
$
|
4.4
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Prior service credit for period
|
$
|
—
|
|
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
Effect of settlement
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss (gain) for period
|
7.2
|
|
|
9.1
|
|
|
18.4
|
|
|||
Amortization of prior service credit
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|||
Amortization of net loss
|
(1.7
|
)
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|||
Other comprehensive loss (income)
|
$
|
4.7
|
|
|
$
|
5.6
|
|
|
$
|
17.9
|
|
|
Fiscal Year Ended January 31,
|
||||||
|
2017
|
|
2016
|
||||
Net prior service credit
|
$
|
(3.6
|
)
|
|
$
|
(3.9
|
)
|
Net actuarial loss
|
40.5
|
|
|
36.1
|
|
||
Accumulated other comprehensive loss, before tax
|
$
|
36.9
|
|
|
$
|
32.2
|
|
|
Pension Benefits
|
||
Amortization of prior service credit
|
$
|
0.3
|
|
Amortization of the net loss
|
(0.3
|
)
|
|
Total amortization
|
$
|
—
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Discount rate
|
3.2
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
Expected long-term rate of return on plan assets
|
4.3
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
Rate of compensation increase
|
2.2
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
|
Fiscal Year Ended January 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Discount rate
|
1.7
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
Rate of compensation increase
|
2.6
|
%
|
|
2.6
|
%
|
|
1.2
|
%
|
|
Balances, January 31, 2016
|
|
Additions
|
|
Payments
|
|
Adjustments (1)
|
|
Balances, January 31, 2017
|
||||||||||
Fiscal 2017 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee terminations costs
|
$
|
—
|
|
|
$
|
63.3
|
|
|
$
|
(62.2
|
)
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Facility terminations and other exit costs
|
|
|
|
7.1
|
|
|
(3.2
|
)
|
|
(2.0
|
)
|
|
1.9
|
|
|||||
Other Facility Termination Costs
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility termination costs
|
—
|
|
|
7.4
|
|
|
(1.8
|
)
|
|
(1.1
|
)
|
|
4.5
|
|
|||||
Fiscal 2014 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility termination and other exit costs
|
1.2
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
0.9
|
|
|||||
Fiscal 2013 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility termination and other exit costs
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1.3
|
|
|
$
|
77.8
|
|
|
$
|
(67.6
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
8.4
|
|
Current portion (2)
|
$
|
0.8
|
|
|
|
|
|
|
|
|
$
|
6.6
|
|
||||||
Non-current portion (2)
|
0.5
|
|
|
|
|
|
|
|
|
1.8
|
|
||||||||
Total
|
$
|
1.3
|
|
|
|
|
|
|
|
|
$
|
8.4
|
|
(1)
|
Adjustments include the impact of change in estimates, computer equipment, software, furniture, straight-line rent and leasehold improvement write-offs, and 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, 2015
|
|
Additions
|
|
Payments
|
|
Adjustments (1)
|
|
Balances, January 31, 2016
|
||||||||||
Fiscal 2013 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility termination and other exit costs
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Fiscal 2014 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility termination and other exit 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.
|
2017
|
1st quarter (1)
|
|
2nd quarter
|
|
3rd quarter
|
|
4th quarter
|
|
Fiscal year
|
||||||||||
Net revenue
|
$
|
511.9
|
|
|
$
|
550.7
|
|
|
$
|
489.6
|
|
|
$
|
478.8
|
|
|
$
|
2,031.0
|
|
Gross profit
|
419.5
|
|
|
465.6
|
|
|
408.1
|
|
|
395.9
|
|
|
1,689.1
|
|
|||||
Loss from operations
|
(149.7
|
)
|
|
(62.9
|
)
|
|
(119.9
|
)
|
|
(167.1
|
)
|
|
(499.6
|
)
|
|||||
Provision for income taxes
|
(14.4
|
)
|
|
(25.2
|
)
|
|
(13.5
|
)
|
|
(5.2
|
)
|
|
(58.3
|
)
|
|||||
Net loss
|
(167.7
|
)
|
|
(98.2
|
)
|
|
(142.8
|
)
|
|
(173.4
|
)
|
|
(582.1
|
)
|
|||||
Basic net loss per share
|
$
|
(0.75
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(2.61
|
)
|
Diluted net loss per share
|
$
|
(0.75
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(2.61
|
)
|
Loss from operations includes the following items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation expense
|
$
|
51.6
|
|
|
$
|
54.3
|
|
|
$
|
56.6
|
|
|
$
|
59.3
|
|
|
$
|
221.8
|
|
Amortization of acquisition related intangibles
|
18.8
|
|
|
18.5
|
|
|
17.2
|
|
|
17.3
|
|
|
71.8
|
|
|||||
Restructuring charges and other facility exit costs, net
|
52.3
|
|
|
16.0
|
|
|
3.2
|
|
|
9.0
|
|
|
80.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
1st quarter
|
|
2nd quarter (2)
|
|
3rd quarter
|
|
4th quarter
|
|
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
|
|
(1)
|
Certain first quarter fiscal 2017 balances have been revised to reflect the adoption of ASU 2016-09. As the adoption occurred in the second quarter of fiscal 2017, we are required to reflect any adjustments as of February 1, 2016, the beginning of the annual period that includes the interim period of adoption, and are required to revise our reported quarterly results for the first quarter. The revision resulted in a
$5.3 million
decrease of stock-based compensation expense from the previously reported expense. See Note 1, "
Business and Summary of Significant Accounting Policies
" for further discussion on the adoption.
|
(2)
|
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.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
enhanced our technical accounting review for complex income tax considerations;
|
•
|
enhanced the design of our income tax controls to include specific activities to ensure proper classification of deferred taxes and calculation of income tax expense;
|
•
|
supplemented 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
|
•
|
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
|
Andrew Anagnost
|
52
|
|
Co-CEO, Chief Marketing Officer and SVP, BSM
|
Amar Hanspal
|
53
|
|
Co-CEO, Chief Product Officer and SVP, PDG
|
R. Scott Herren
|
55
|
|
SVP and Chief Financial Officer
|
Jan Becker
|
64
|
|
SVP, Chief Human Resources Officer and Corporate Real Estate
|
Steve M. Blum
|
52
|
|
SVP, Worldwide Sales and Services
|
Pascal W. Di Fronzo
|
52
|
|
SVP, Corporate Affairs, Chief Legal Officer & Secretary
|
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, 2017
,
2016
, and
2015
, 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, 2017
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
7.6
|
|
|
$
|
(3.3
|
)
|
|
$
|
2.8
|
|
|
$
|
1.5
|
|
Product returns reserves
|
1.6
|
|
|
(7.7
|
)
|
|
(6.3
|
)
|
|
0.2
|
|
||||
Partner Program reserves (1)
|
45.2
|
|
|
240.3
|
|
|
257.4
|
|
|
28.1
|
|
||||
Restructuring
|
1.3
|
|
|
77.8
|
|
|
70.7
|
|
|
8.4
|
|
||||
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
|
|
(1)
|
The partner program reserves balance impacts "Accounts receivable, net" and "Accounts payable" on the accompanying Consolidated Balance Sheets.
|
ITEM 16
|
FORM 10-K SUMMARY
|
|
|
AUTODESK, INC.
|
|
|
|
By:
|
/s/ ANDREW ANAGNOST
|
|
|
|
Andrew Anagnost
|
|
|
|
Co-CEO, Chief Marketing Officer and SVP, BSM
|
Dated:
|
March 21, 2017
|
|
|
|
|
AUTODESK, INC.
|
|
|
|
By:
|
/s/ AMAR HANSPAL
|
|
|
|
Amar Hanspal
|
|
|
|
Co-CEO, Chief Product Officer and SVP, PDG
|
Dated:
|
March 21, 2017
|
|
|
Signature
|
|
Title
|
/s/ ANDREW ANAGNOST
|
|
Co-CEO, Chief Marketing Officer and SVP, BSM
(Principal Executive Officer)
|
Andrew Anagnost
|
|
|
|
|
|
/s/ AMAR HANSPAL
|
|
Co-CEO, Chief Product Officer and SVP, PDG
(Principal Executive Officer) |
Amar Hanspal
|
|
|
|
|
|
/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
|
|
|
|
|
|
/s/ CARL BASS
|
|
Director
|
Carl Bass
|
|
|
|
|
|
/s/ JEFF CLARKE
|
|
Director
|
Jeff Clarke
|
|
|
|
|
|
/s/ SCOTT FERGUSON
|
|
Director
|
Scott Ferguson
|
|
|
|
|
|
/s/ THOMAS GEORGENS
|
|
Director
|
Thomas Georgens
|
|
|
|
|
|
/s/ RICK HILL
|
|
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
|
|
|
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)
|
|
|
|
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 February 7, 2017
)
|
|
|
|
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 to 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 15, 2016
)
|
|
|
|
10.2*
|
|
Registrant’s 1998 Employee Qualified Stock Purchase Plan, as amended and restated effective as of October 1, 2016
(incorporated by reference to Exhibit 99.1 filed with the Registrant’s Registration Statement on Form S-8 filed on September 19, 2016)
|
|
|
|
10.3*
|
|
Registrant’s 1998 Employee Qualified Stock Purchase Plan Forms of Subscription Agreement, as amended and restated (
incorporated by reference to Exhibit 10.5 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2016
)
|
|
|
|
10.4*
|
|
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)
|
|
|
|
10.5*
|
|
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
)
|
|
|
|
10.6*
|
|
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
)
|
|
|
|
10.7*
|
|
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
)
|
|
|
|
10.8*
|
|
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
|
10.9*
|
|
Registrant's 2012 Employee Stock Plan, as amended and restated (
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, 2016
)
|
|
|
|
10.10*
|
|
Registrant's 2012 Employee Stock Plan Form of Restricted Stock Unit Agreement, 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, 2016
)
|
|
|
|
10.11*
|
|
Registrant's 2012 Employee Stock Plan Form of Severance Restricted Stock Unit Agreement, as amended and restated (
incorporated by reference to Exhibit 10.3 filed with the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2016
)
|
|
|
|
10.12*
|
|
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)
|
|
|
|
10.13*
|
|
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)
|
|
|
|
10.14*
|
|
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
)
|
|
|
|
10.15*
|
|
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
)
|
|
|
|
10.16*
|
|
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
)
|
|
|
|
10.17*
|
|
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
)
|
|
|
|
10.18*
|
|
Registrant's 2012 Outside Directors' Stock Plan, as amended and restated
(filed herewith)
|
|
|
|
10.19*
|
|
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)
|
|
|
|
10.20*
|
|
Registrant’s Executive Incentive Plan, as amended and restated (
incorporated by reference to Exhibit 10.23 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016
)
|
|
|
|
10.21*
|
|
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)
|
|
|
|
10.22*
|
|
Participants, target awards and payout formulas for fiscal year 2017 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 15, 2016
)
|
|
|
|
10.23*
|
|
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 December 21, 2016
)
|
|
|
|
10.24*
|
|
Sub-Plan of the Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, as amended and restated (
incorporated by reference to Exhibit 99.2 filed with the Registrant’s Registration Statement on Form S-8 filed on September 19, 2016
)
|
|
|
|
10.25*
|
|
Form of Indemnification Agreement executed by the Registrant 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
)
|
|
|
|
10.26*
|
|
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
)
|
|
|
|
10.27*
|
|
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
|
|
|
|
10.28*
|
|
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
)
|
|
|
|
10.29*
|
|
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)
|
|
|
|
10.30
|
|
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)
|
|
|
|
10.31
|
|
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)
|
|
|
|
10.32
|
|
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)
|
|
|
|
10.33
|
|
Letter Waiver, dated as of January 18, 2017, to the 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 January 19, 2017)
|
|
|
|
10.34
|
|
Agreement, dated March 10, 2016, by and among the Registrant, Sachem Head Capital Management LP, Uncas GP LLC, and Sachem Head GP LLC. (
incorporated by reference to Exhibit 99.1 filed with the Registrant’s Current Report on Form 8-K filed on March 11, 2016
)
|
|
|
|
10.35
|
|
Agreement, dated March 10, 2016, by and among the Registrant, Eminence Capital, LP, and Eminence GP, LLC. (
incorporated by reference to Exhibit 99.2 filed with the Registrant’s Current Report on Form 8-K filed on March 11, 2016
)
|
|
|
|
10.36
|
|
Agreement, dated February 6, 2017, by and among the Registrant, Sachem Head Capital Management LP, Uncas GP LLC, and Sachem Head GP LLC.
(incorporated by reference to Exhibit 99.1 filed with the Registrant’s Current Report on Form 8-K filed on February 7, 2017)
|
|
|
|
10.37*
|
|
Transition and Separation Agreement, dated February 6, 2017, by and between the Company and Carl Bass
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on February 7, 2017)
|
|
|
|
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 Co-Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (
filed herewith
)
|
|
|
|
31.2
|
|
Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (
filed herewith
)
|
|
|
|
31.3
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (
filed herewith
)
|
|
|
|
32.1†
|
|
Certification of Co-Chief Executive Officers 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
|
Autodesk Americas LLC
|
|
U.S.
|
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 Holdings LLP
|
|
United Kingdom
|
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 Netherlands Holdings, B.V.
|
|
Netherlands
|
Autodesk S.r.l.
|
|
Italy
|
Autodesk S.R.L.
|
|
Romania
|
Autodesk SA
|
|
Switzerland
|
Autodesk Software (China) Co., Ltd.
|
|
China
|
Autodesk Sp. z.o.o.
|
|
Poland
|
Autodesk Spol. S.R.O.
|
|
Czech Republic
|
Autodesk Strategies Ltd.
|
|
China
|
Autodesk Taiwan Limited
|
|
Taiwan
|
Autodesk UK Holdings Limited
|
|
United Kingdom
|
Autodesk Yazilim Hizmetleri Ticaret Limited Sirketi
(Autodesk Limited Sirketi) |
|
Turkey
|
Autodesk, S.A.
|
|
Spain
|
Beijing Delcam Integrated System Co. Ltd.
|
|
China
|
CadSoft Computer GmbH
|
|
Germany
|
Configure One, Inc.
|
|
U.S.
|
Configure One Europe Limited
|
|
United Kingdom
|
Configure One Holdings Limited
|
|
United Kingdom
|
Creative Market Labs, Inc.
|
|
U.S.
|
Crispin Systems Limited
|
|
United Kingdom
|
Delcam (Hong Kong)
|
|
China
|
Delcam (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
Delcam Australia Pty Limited
|
|
Australia
|
Delcam Consulting and Technology Services Limited
|
|
India
|
Delcam Danmark ApS
|
|
Denmark
|
Delcam Engineering Services (Thailand) Co., Ltd.
|
|
Thailand
|
Delcam Indonesia
|
|
Indonesia
|
Delcam Limited
|
|
United Kingdom
|
Delcam Partmaker Limited
|
|
United Kingdom
|
Delcam Professional Services Limited
|
|
United Kingdom
|
Delcam Software (India) Private Limited
|
|
India
|
Delcam Ukraine
|
|
Ukraine
|
Delta Soft LLC
|
|
Russia
|
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 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.
|
Solid Angle, S.L.U.
|
|
Spain
|
Solid Angle Limited
|
|
United Kingdom
|
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
|
333-158131
|
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
|
Form S-8
|
333-205038
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan and Autodesk, Inc. 2012 Employee Stock Plan
|
Form S-8
|
333-213701
|
Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan
|
1.
|
I have reviewed this report on Form 10-K of Autodesk, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ ANDREW ANAGNOST
|
|
Andrew Anagnost
|
|
Co-CEO, Chief Marketing Officer and SVP, BSM
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-K of Autodesk, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ AMAR HANSPAL
|
|
Amar Hanspal
|
|
Co-CEO, Chief Product Officer and SVP, PDG
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-K of Autodesk, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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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/ 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/ ANDREW ANAGNOST
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Andrew Anagnost
|
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Co-CEO, Chief Marketing Officer and SVP, BSM
(Principal Executive Officer)
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/s/ AMAR HANSPAL
|
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Amar Hanspal
|
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Co-CEO, Chief Product Officer and SVP, PDG
(Principal Executive Officer)
|
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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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