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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
Delaware
|
|
94-2819853
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(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S. employer
Identification No.)
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111 McInnis Parkway,
San Rafael, California
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94903
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page No.
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Item 1.
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Unaudited Financial Statements:
|
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Item 2.
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||
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Item 3.
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||
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Item 4.
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||
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Item 1.
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||
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Item 1A.
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||
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Item 2.
|
||
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Item 3.
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||
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Item 4.
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||
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Item 5.
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Item 6.
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||
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ITEM 1.
|
FINANCIAL STATEMENTS
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Maintenance
|
$
|
244.4
|
|
|
$
|
273.2
|
|
|
$
|
769.8
|
|
|
$
|
835.1
|
|
Subscription
|
231.1
|
|
|
112.4
|
|
|
600.6
|
|
|
299.7
|
|
||||
Total maintenance and subscription revenue
|
475.5
|
|
|
385.6
|
|
|
1,370.4
|
|
|
1,134.8
|
|
||||
License and other
|
39.8
|
|
|
104.0
|
|
|
132.4
|
|
|
417.4
|
|
||||
Total net revenue
|
515.3
|
|
|
489.6
|
|
|
1,502.8
|
|
|
1,552.2
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of maintenance and subscription revenue
|
53.9
|
|
|
46.8
|
|
|
161.6
|
|
|
140.2
|
|
||||
Cost of license and other revenue
|
19.6
|
|
|
24.3
|
|
|
56.0
|
|
|
86.8
|
|
||||
Amortization of developed technology
|
4.0
|
|
|
10.4
|
|
|
12.7
|
|
|
32.0
|
|
||||
Total cost of revenue
|
77.5
|
|
|
81.5
|
|
|
230.3
|
|
|
259.0
|
|
||||
Gross profit
|
437.8
|
|
|
408.1
|
|
|
1,272.5
|
|
|
1,293.2
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Marketing and sales
|
272.5
|
|
|
255.0
|
|
|
785.8
|
|
|
738.9
|
|
||||
Research and development
|
191.8
|
|
|
192.6
|
|
|
573.3
|
|
|
579.1
|
|
||||
General and administrative
|
68.8
|
|
|
70.4
|
|
|
225.1
|
|
|
213.7
|
|
||||
Amortization of purchased intangibles
|
4.7
|
|
|
6.8
|
|
|
15.3
|
|
|
22.5
|
|
||||
Restructuring charges and other facility exit costs, net
|
—
|
|
|
3.2
|
|
|
0.2
|
|
|
71.5
|
|
||||
Total operating expenses
|
537.8
|
|
|
528.0
|
|
|
1,599.7
|
|
|
1,625.7
|
|
||||
Loss from operations
|
(100.0
|
)
|
|
(119.9
|
)
|
|
(327.2
|
)
|
|
(332.5
|
)
|
||||
Interest and other expense, net
|
(11.2
|
)
|
|
(9.4
|
)
|
|
(31.8
|
)
|
|
(23.1
|
)
|
||||
Loss before income taxes
|
(111.2
|
)
|
|
(129.3
|
)
|
|
(359.0
|
)
|
|
(355.6
|
)
|
||||
Provision for income taxes
|
(8.6
|
)
|
|
(13.5
|
)
|
|
(34.4
|
)
|
|
(53.1
|
)
|
||||
Net loss
|
$
|
(119.8
|
)
|
|
$
|
(142.8
|
)
|
|
$
|
(393.4
|
)
|
|
$
|
(408.7
|
)
|
Basic net loss per share
|
$
|
(0.55
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.83
|
)
|
Diluted net loss per share
|
$
|
(0.55
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.83
|
)
|
Weighted average shares used in computing basic net loss per share
|
219.6
|
|
|
222.3
|
|
|
219.7
|
|
|
223.3
|
|
||||
Weighted average shares used in computing diluted net loss per share
|
219.6
|
|
|
222.3
|
|
|
219.7
|
|
|
223.3
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(119.8
|
)
|
|
$
|
(142.8
|
)
|
|
$
|
(393.4
|
)
|
|
$
|
(408.7
|
)
|
Other comprehensive (loss) income, net of reclassifications:
|
|
|
|
|
|
|
|
||||||||
Net loss on derivative instruments (net of tax effect of $0.3, $0.2, $1.7 and ($0.6), respectively)
|
(2.4
|
)
|
|
(0.7
|
)
|
|
(15.4
|
)
|
|
(11.7
|
)
|
||||
Change in net unrealized gain (loss) on available-for-sale securities (net of tax effect of ($0.4), $0.0, ($0.3), and ($0.6), respectively)
|
0.2
|
|
|
(1.6
|
)
|
|
0.4
|
|
|
1.8
|
|
||||
Change in defined benefit pension items (net of tax effect of $0.0, $0.0, $0.0, and ($0.2), respectively)
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|
0.6
|
|
||||
Net change in cumulative foreign currency translation (loss) gain (net of tax effect of $0.0, ($0.5), ($0.9) and ($0.5), respectively)
|
(0.6
|
)
|
|
(55.7
|
)
|
|
38.0
|
|
|
(57.1
|
)
|
||||
Total other comprehensive (loss) income
|
(2.6
|
)
|
|
(57.7
|
)
|
|
23.0
|
|
|
(66.4
|
)
|
||||
Total comprehensive loss
|
$
|
(122.4
|
)
|
|
$
|
(200.5
|
)
|
|
$
|
(370.4
|
)
|
|
$
|
(475.1
|
)
|
|
October 31, 2017
|
|
January 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,025.2
|
|
|
$
|
1,213.1
|
|
Marketable securities
|
428.7
|
|
|
686.8
|
|
||
Accounts receivable, net
|
307.8
|
|
|
452.3
|
|
||
Prepaid expenses and other current assets
|
110.2
|
|
|
108.4
|
|
||
Total current assets
|
1,871.9
|
|
|
2,460.6
|
|
||
Marketable securities
|
264.3
|
|
|
306.2
|
|
||
Computer equipment, software, furniture and leasehold improvements, net
|
148.1
|
|
|
158.6
|
|
||
Developed technologies, net
|
29.9
|
|
|
45.7
|
|
||
Goodwill
|
1,588.7
|
|
|
1,561.1
|
|
||
Deferred income taxes, net
|
64.7
|
|
|
63.9
|
|
||
Other assets
|
184.4
|
|
|
202.0
|
|
||
Total assets
|
$
|
4,152.0
|
|
|
$
|
4,798.1
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
93.3
|
|
|
$
|
93.5
|
|
Accrued compensation
|
195.9
|
|
|
238.2
|
|
||
Accrued income taxes
|
21.7
|
|
|
50.0
|
|
||
Deferred revenue
|
1,333.1
|
|
|
1,270.1
|
|
||
Current portion of long-term notes payable, net
|
—
|
|
|
398.7
|
|
||
Other accrued liabilities
|
106.0
|
|
|
134.9
|
|
||
Total current liabilities
|
1,750.0
|
|
|
2,185.4
|
|
||
Long-term deferred revenue
|
430.8
|
|
|
517.9
|
|
||
Long-term income taxes payable
|
31.3
|
|
|
39.3
|
|
||
Long-term deferred income taxes
|
97.9
|
|
|
91.5
|
|
||
Long-term notes payable, net
|
1,585.4
|
|
|
1,092.0
|
|
||
Other liabilities
|
149.3
|
|
|
138.4
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital
|
1,930.8
|
|
|
1,876.3
|
|
||
Accumulated other comprehensive loss
|
(155.5
|
)
|
|
(178.5
|
)
|
||
Accumulated deficit
|
(1,668.0
|
)
|
|
(964.2
|
)
|
||
Total stockholders’ equity
|
107.3
|
|
|
733.6
|
|
||
Total liabilities and stockholders' equity
|
$
|
4,152.0
|
|
|
$
|
4,798.1
|
|
|
Nine Months Ended October 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(393.4
|
)
|
|
$
|
(408.7
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
81.5
|
|
|
104.5
|
|
||
Stock-based compensation expense
|
199.5
|
|
|
162.5
|
|
||
Deferred income taxes
|
7.3
|
|
|
(39.6
|
)
|
||
Restructuring charges and other facility exit costs, net
|
0.2
|
|
|
71.5
|
|
||
Other operating activities
|
18.1
|
|
|
3.4
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|||
Accounts receivable
|
143.3
|
|
|
393.8
|
|
||
Prepaid expenses and other current assets
|
(6.5
|
)
|
|
(12.7
|
)
|
||
Accounts payable and accrued liabilities
|
(69.3
|
)
|
|
(71.9
|
)
|
||
Deferred revenue
|
(21.8
|
)
|
|
15.6
|
|
||
Accrued income taxes
|
(37.3
|
)
|
|
(64.3
|
)
|
||
Net cash (used in) provided by operating activities
|
(78.4
|
)
|
|
154.1
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of marketable securities
|
(419.6
|
)
|
|
(1,106.4
|
)
|
||
Sales of marketable securities
|
199.2
|
|
|
544.7
|
|
||
Maturities of marketable securities
|
530.1
|
|
|
1,012.6
|
|
||
Capital expenditures
|
(39.3
|
)
|
|
(65.1
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(85.2
|
)
|
||
Other investing activities
|
(11.5
|
)
|
|
(14.8
|
)
|
||
Net cash provided by investing activities
|
258.9
|
|
|
285.8
|
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock, net of issuance costs
|
93.2
|
|
|
102.2
|
|
||
Taxes paid related to net share settlement of equity awards
|
(120.6
|
)
|
|
(58.9
|
)
|
||
Repurchases of common stock
|
(437.9
|
)
|
|
(397.6
|
)
|
||
Proceeds from debt, net of discount
|
496.9
|
|
|
—
|
|
||
Repayment of debt
|
(400.0
|
)
|
|
—
|
|
||
Other financing activities
|
(5.8
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(374.2
|
)
|
|
(354.3
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
5.8
|
|
|
(2.1
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(187.9
|
)
|
|
83.5
|
|
||
Cash and cash equivalents at beginning of period
|
1,213.1
|
|
|
1,353.0
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,025.2
|
|
|
$
|
1,436.5
|
|
|
Three Months Ended October 31, 2016
|
|
Nine Months Ended October 31, 2016
|
||||||||||||||||||||
|
Previously Reported
|
|
Change in Presentation Reclassification
|
|
Current Presentation
|
|
Previously Reported
|
|
Change in Presentation Reclassification
|
|
Current Presentation
|
||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Maintenance (1)
|
N/A
|
|
|
$
|
273.2
|
|
|
$
|
273.2
|
|
|
N/A
|
|
|
$
|
835.1
|
|
|
$
|
835.1
|
|
||
Subscription
|
$
|
319.5
|
|
|
(207.1
|
)
|
|
112.4
|
|
|
$
|
967.5
|
|
|
(667.8
|
)
|
|
299.7
|
|
||||
License and other
|
170.1
|
|
|
(66.1
|
)
|
|
104.0
|
|
|
584.7
|
|
|
(167.3
|
)
|
|
417.4
|
|
||||||
Total
|
$
|
489.6
|
|
|
$
|
—
|
|
|
$
|
489.6
|
|
|
$
|
1,552.2
|
|
|
$
|
—
|
|
|
$
|
1,552.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Maintenance and subscription (2)
|
$
|
35.1
|
|
|
$
|
11.7
|
|
|
$
|
46.8
|
|
|
$
|
113.1
|
|
|
$
|
27.1
|
|
|
$
|
140.2
|
|
License and other
|
46.4
|
|
|
(22.1
|
)
|
|
24.3
|
|
|
145.9
|
|
|
(59.1
|
)
|
|
86.8
|
|
||||||
Amortization of developed technology (1)
|
N/A
|
|
|
10.4
|
|
|
10.4
|
|
N/A
|
|
|
32.0
|
|
|
32.0
|
||||||||
Total
|
$
|
81.5
|
|
|
$
|
—
|
|
|
$
|
81.5
|
|
|
$
|
259.0
|
|
|
$
|
—
|
|
|
$
|
259.0
|
|
(1)
|
These lines were not previously reported in the Condensed Consolidated Statement of Operations.
|
(2)
|
Previously, titled "Subscription."
|
|
|
|
October 31, 2017
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Certificates of deposit
|
63.1
|
|
|
—
|
|
|
—
|
|
|
63.1
|
|
|
63.1
|
|
|
—
|
|
|
—
|
|
||||||||
|
Corporate debt securities
|
8.0
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
||||||||
|
Commercial paper
|
166.5
|
|
|
—
|
|
|
—
|
|
|
166.5
|
|
|
—
|
|
|
166.5
|
|
|
—
|
|
||||||||
|
Custody cash deposit
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||||||
|
Money market funds
|
144.8
|
|
|
—
|
|
|
—
|
|
|
144.8
|
|
|
—
|
|
|
144.8
|
|
|
—
|
|
||||||||
|
U.S. government securities
|
250.0
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|
250.0
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bonds
|
7.5
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Asset backed securities
|
30.4
|
|
|
—
|
|
|
—
|
|
|
30.4
|
|
|
—
|
|
|
30.4
|
|
|
—
|
|
|||||||
|
|
Certificates of deposit
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Commercial paper
|
31.3
|
|
|
—
|
|
|
—
|
|
|
31.3
|
|
|
—
|
|
|
31.3
|
|
|
—
|
|
|||||||
|
|
Corporate debt securities
|
218.7
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
218.7
|
|
|
218.7
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal bonds
|
15.5
|
|
|
|
|
—
|
|
|
15.5
|
|
|
15.5
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
Sovereign debt
|
6.0
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|||||||
|
|
U.S. government securities
|
58.8
|
|
|
—
|
|
|
—
|
|
|
58.8
|
|
|
58.8
|
|
|
—
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
49.1
|
|
|
7.4
|
|
|
—
|
|
|
56.5
|
|
|
56.5
|
|
|
—
|
|
|
—
|
|
|||||||
|
Long-term available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Agency bonds
|
12.2
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
12.2
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Asset backed securities
|
60.8
|
|
|
—
|
|
|
(0.1
|
)
|
|
60.7
|
|
|
—
|
|
|
60.7
|
|
|
—
|
|
|||||||
|
|
Corporate debt securities
|
143.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
143.2
|
|
|
143.2
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Municipal bonds
|
12.8
|
|
|
—
|
|
|
(0.1
|
)
|
|
12.7
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Sovereign debt
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|||||||
|
|
U.S. government securities
|
32.9
|
|
|
—
|
|
|
(0.1
|
)
|
|
32.8
|
|
|
32.8
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible debt securities (2)
|
8.4
|
|
|
0.6
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|||||||||
Derivative contract assets (3)
|
2.4
|
|
|
7.2
|
|
|
(0.5
|
)
|
|
9.1
|
|
|
—
|
|
|
7.1
|
|
|
2.0
|
|
|||||||||
Derivative contract liabilities (4)
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|||||||||
|
|
Total
|
$
|
1,329.9
|
|
|
$
|
15.5
|
|
|
$
|
(9.9
|
)
|
|
$
|
1,335.5
|
|
|
$
|
883.9
|
|
|
$
|
440.6
|
|
|
$
|
11.0
|
|
(1)
|
Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.
|
(2)
|
Considered “available-for-sale” and included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(3)
|
Included in “Prepaid expenses and other current assets” or “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(4)
|
Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
|
|
|
|
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 debt securities
|
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 debt securities
|
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 contract assets (3)
|
2.2
|
|
|
12.3
|
|
|
(1.3
|
)
|
|
13.2
|
|
|
—
|
|
|
11.9
|
|
|
1.3
|
|
|||||||||
Derivative contract liabilities (4)
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
(10.4
|
)
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|||||||||
|
|
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 Condensed Consolidated Balance Sheets.
|
(2)
|
Considered “available-for-sale” and included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(3)
|
Included in “Prepaid expenses and other current assets,” “Other assets,” or “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
|
(4)
|
Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
|
|
Fair Value Measurements Using
Significant Unobservable Inputs
|
|||||||||||
|
(Level 3)
|
|||||||||||
|
|
Derivative Contracts
|
|
Convertible Debt Securities
|
|
Total
|
||||||
Balances, January 31, 2017
|
|
$
|
1.3
|
|
|
$
|
5.6
|
|
|
$
|
6.9
|
|
Purchases
|
|
1.1
|
|
|
5.9
|
|
|
7.0
|
|
|||
Losses included in earnings
|
|
(0.4
|
)
|
|
(2.4
|
)
|
|
(2.8
|
)
|
|||
Losses included in OCI
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Balances, October 31, 2017
|
|
$
|
2.0
|
|
|
$
|
9.0
|
|
|
$
|
11.0
|
|
|
October 31, 2017
|
||||||
|
Cost
|
|
Fair Value
|
||||
Due within 1 year
|
$
|
377.4
|
|
|
$
|
377.9
|
|
Due in 1 year through 5 years
|
259.4
|
|
|
259.3
|
|
||
Due in 5 years through 10 years
|
5.7
|
|
|
5.7
|
|
||
Due after 10 years
|
2.6
|
|
|
2.6
|
|
||
Total
|
$
|
645.1
|
|
|
$
|
645.5
|
|
|
Balance Sheet Location
|
|
Fair Value at
|
||||||
|
October 31, 2017
|
|
January 31, 2017
|
||||||
Derivative Assets
|
|
|
|
|
|
||||
Foreign currency contracts designated as cash flow hedges
|
Prepaid expenses and other current assets
|
|
$
|
4.4
|
|
|
$
|
10.1
|
|
Derivatives not designated as hedging instruments
|
Prepaid expenses and other current assets and Other assets
|
|
4.7
|
|
|
3.2
|
|
||
Total derivative assets
|
|
|
$
|
9.1
|
|
|
$
|
13.3
|
|
Derivative Liabilities
|
|
|
|
|
|
||||
Foreign currency contracts designated as cash flow hedges
|
Other accrued liabilities
|
|
$
|
8.5
|
|
|
$
|
4.5
|
|
Derivatives not designated as hedging instruments
|
Other accrued liabilities
|
|
0.4
|
|
|
6.0
|
|
||
Total derivative liabilities
|
|
|
$
|
8.9
|
|
|
$
|
10.5
|
|
|
Foreign Currency Contracts
|
||||||||||||||
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amount of gain (loss) recognized in accumulated other comprehensive (loss) income on derivatives (effective portion)
|
$
|
2.9
|
|
|
$
|
1.8
|
|
|
$
|
(8.5
|
)
|
|
$
|
(3.1
|
)
|
Amount and location of gain (loss) reclassified from accumulated other comprehensive (loss) income into (loss) income (effective portion)
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
2.4
|
|
|
$
|
1.0
|
|
|
$
|
7.2
|
|
|
$
|
8.4
|
|
Operating expenses
|
2.9
|
|
|
1.5
|
|
|
(0.3
|
)
|
|
0.2
|
|
||||
Total
|
$
|
5.3
|
|
|
$
|
2.5
|
|
|
$
|
6.9
|
|
|
$
|
8.6
|
|
Amount and location of gain (loss) recognized in (loss) income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
|
|
|
|
|
|
||||||||
Interest and other expense, net
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amount and location of gain (loss) recognized in (loss) income on derivatives
|
|
|
|
|
|
|
|
||||||||
Interest and other expense, net
|
$
|
0.9
|
|
|
$
|
(1.4
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(12.3
|
)
|
|
Unvested
Restricted
Stock Units
|
|
Weighted
average grant
date fair value
per share
|
|||
|
(in thousands)
|
|
|
|||
Unvested restricted stock units at January 31, 2017
|
7,622.4
|
|
|
$
|
60.13
|
|
Granted
|
2,036.6
|
|
|
106.45
|
|
|
Vested
|
(3,156.6
|
)
|
|
57.21
|
|
|
Canceled/Forfeited
|
(534.3
|
)
|
|
67.05
|
|
|
Performance Adjustment (1)
|
24.7
|
|
|
61.79
|
|
|
Unvested restricted stock units at October 31, 2017
|
5,992.8
|
|
|
$
|
78.94
|
|
(1)
|
Based on Autodesk's financial results and relative total stockholder return for the fiscal 2017 performance period. The performance stock units were attained at rates ranging from 99.7% to 114.7% of the target award.
|
•
|
Up to one third of the performance stock units may vest following year one, depending upon the achievement of the performance criteria for fiscal 2018 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).
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Issued shares
|
|
0.9
|
|
|
1.1
|
|
|
2.0
|
|
|
2.3
|
|
||||
Average price of issued shares
|
|
$
|
39.92
|
|
|
$
|
37.36
|
|
|
$
|
39.03
|
|
|
$
|
36.99
|
|
Weighted average grant date fair value of awards granted under the ESPP (1)
|
|
$
|
33.04
|
|
|
$
|
20.75
|
|
|
$
|
32.41
|
|
|
$
|
19.20
|
|
(1)
|
Calculated as of the award grant date using the Black-Scholes Merton (“BSM") option pricing model.
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of maintenance and subscription revenue (1)
|
$
|
2.8
|
|
|
$
|
2.2
|
|
|
$
|
8.5
|
|
|
$
|
6.2
|
|
Cost of license and other revenue (1)
|
1.0
|
|
|
1.3
|
|
|
3.1
|
|
|
4.1
|
|
||||
Marketing and sales
|
27.7
|
|
|
24.2
|
|
|
80.1
|
|
|
69.0
|
|
||||
Research and development
|
20.1
|
|
|
20.9
|
|
|
61.7
|
|
|
60.0
|
|
||||
General and administrative
|
13.5
|
|
|
8.0
|
|
|
46.1
|
|
|
23.2
|
|
||||
Stock-based compensation expense related to stock awards and ESPP purchases
|
65.1
|
|
|
56.6
|
|
|
199.5
|
|
|
162.5
|
|
||||
Tax benefit
|
(1.3
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
||||
Stock-based compensation expense related to stock awards and ESPP purchases, net of tax
|
$
|
63.8
|
|
|
$
|
56.6
|
|
|
$
|
197.9
|
|
|
$
|
162.5
|
|
(1)
|
Prior periods have been adjusted to conform with the current period's presentation. See Note 1, "Basis of Presentation," for additional information.
|
|
Three Months Ended October 31, 2017
|
|
Three Months Ended October 31, 2016
|
||||
|
Performance Stock Unit (1)
|
|
ESPP
|
|
Performance Stock Unit (1)
|
|
ESPP
|
Range of expected volatilities
|
N/A
|
|
31.7 - 33.4%
|
|
N/A
|
|
31.0 - 33.9%
|
Range of expected lives (in years)
|
N/A
|
|
0.5 - 2.0
|
|
N/A
|
|
0.5 - 2.0
|
Expected dividends
|
N/A
|
|
—%
|
|
N/A
|
|
—%
|
Range of risk-free interest rates
|
N/A
|
|
1.2 - 1.4%
|
|
N/A
|
|
0.5 - 0.8%
|
|
Nine Months Ended October 31, 2017
|
|
Nine Months Ended October 31, 2016
|
||||
|
Performance Stock Unit
|
|
ESPP
|
|
Performance Stock Unit
|
|
ESPP
|
Range of expected volatilities
|
31.8%
|
|
31.4 - 33.7%
|
|
38.4 - 38.6%
|
|
30.0 - 40.2%
|
Range of expected lives (in years)
|
N/A
|
|
0.5 - 2.0
|
|
N/A
|
|
0.5 - 2.0
|
Expected dividends
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Range of risk-free interest rates
|
1.0 - 1.2%
|
|
0.9 - 1.4%
|
|
0.6 - 0.7%
|
|
0.5 - 0.9%
|
(1)
|
Autodesk did not grant PSUs that were subject to market conditions in the three months ended October 31, 2017 or 2016.
|
|
October 31, 2017
|
|
January 31, 2017
|
||||
Developed technologies, at cost
|
$
|
577.0
|
|
|
$
|
583.6
|
|
Customer relationships, trade names, patents, and user lists, at cost (1)
|
367.1
|
|
|
375.9
|
|
||
Other intangible assets, at cost (2)
|
944.1
|
|
|
959.5
|
|
||
Less: Accumulated amortization
|
(882.5
|
)
|
|
(862.0
|
)
|
||
Other intangible assets, net
|
$
|
61.6
|
|
|
$
|
97.5
|
|
(1)
|
Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(2)
|
Includes the effects of foreign currency translation.
|
Balance as of January 31, 2017
|
$
|
1,710.3
|
|
Less: accumulated impairment losses as of January 31, 2017
|
(149.2
|
)
|
|
Net balance as of January 31, 2017
|
1,561.1
|
|
|
Additions arising from acquisitions during the period
|
—
|
|
|
Effect of foreign currency translation, purchase accounting adjustments, and other during the period
|
27.6
|
|
|
Balance as of October 31, 2017
|
$
|
1,588.7
|
|
|
October 31, 2017
|
|
January 31, 2017
|
||||
Computer hardware, at cost
|
$
|
210.8
|
|
|
$
|
206.1
|
|
Computer software, at cost
|
70.5
|
|
|
73.5
|
|
||
Leasehold improvements, land and buildings, at cost
|
221.9
|
|
|
206.3
|
|
||
Furniture and equipment, at cost
|
61.9
|
|
|
58.2
|
|
||
|
565.1
|
|
|
544.1
|
|
||
Less: Accumulated depreciation
|
(417.0
|
)
|
|
(385.5
|
)
|
||
Computer software, hardware, leasehold improvements, furniture and equipment, net
|
$
|
148.1
|
|
|
$
|
158.6
|
|
|
Balances, January 31, 2017
|
|
Additions
|
|
Payments
|
|
Adjustments (1)
|
|
Balances, October 31, 2017
|
||||||||||
Fiscal 2017 Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination costs
|
$
|
1.1
|
|
|
$
|
0.1
|
|
|
$
|
(1.4
|
)
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Lease termination and other exit costs
|
1.9
|
|
|
0.1
|
|
|
(1.4
|
)
|
|
(0.3
|
)
|
|
0.3
|
|
|||||
Other Lease Termination Costs
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease termination costs
|
4.5
|
|
|
0.3
|
|
|
(2.3
|
)
|
|
(0.2
|
)
|
|
2.3
|
|
|||||
Total
|
$
|
7.5
|
|
|
$
|
0.5
|
|
|
$
|
(5.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
2.6
|
|
Current portion (2)
|
$
|
5.9
|
|
|
|
|
|
|
|
|
$
|
2.4
|
|
||||||
Non-current portion (2)
|
1.6
|
|
|
|
|
|
|
|
|
0.2
|
|
||||||||
Total
|
$
|
7.5
|
|
|
|
|
|
|
|
|
$
|
2.6
|
|
(1)
|
Adjustments primarily include the impact from a change in sublease assumptions related to certain lease terminations.
|
(2)
|
The current and non-current portions of the reserve are recorded in the Condensed Consolidated Balance Sheets under “Other accrued liabilities” and “Other liabilities,” respectively.
|
|
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, 2017
|
$
|
14.6
|
|
|
$
|
1.5
|
|
|
$
|
(33.8
|
)
|
|
$
|
(160.8
|
)
|
|
$
|
(178.5
|
)
|
Other comprehensive (loss) income before reclassifications
|
(10.2
|
)
|
|
0.7
|
|
|
(0.1
|
)
|
|
38.8
|
|
|
29.2
|
|
|||||
Pre-tax (gains) losses reclassified from accumulated other comprehensive loss
|
(6.9
|
)
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
(6.7
|
)
|
|||||
Tax effects
|
1.7
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
0.5
|
|
|||||
Net current period other comprehensive (loss) income
|
(15.4
|
)
|
|
0.4
|
|
|
—
|
|
|
38.0
|
|
|
23.0
|
|
|||||
Balances, October 31, 2017
|
$
|
(0.8
|
)
|
|
$
|
1.9
|
|
|
$
|
(33.8
|
)
|
|
$
|
(122.8
|
)
|
|
$
|
(155.5
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(119.8
|
)
|
|
$
|
(142.8
|
)
|
|
$
|
(393.4
|
)
|
|
$
|
(408.7
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net loss per share—weighted average shares
|
219.6
|
|
|
222.3
|
|
|
219.7
|
|
|
223.3
|
|
||||
Effect of dilutive securities (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for dilutive net loss per share
|
219.6
|
|
|
222.3
|
|
|
219.7
|
|
|
223.3
|
|
||||
Basic net loss per share
|
$
|
(0.55
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.83
|
)
|
Diluted net loss per share
|
$
|
(0.55
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.83
|
)
|
(1)
|
The effect of dilutive securities of 4.1 million and 4.4 million shares in the three months ended October 31, 2017 and 2016, respectively, have been excluded from the calculation of diluted net loss per share as those shares would have been anti-dilutive due to the net loss incurred during those periods. The effect of dilutive securities of 4.4 million and 4.0 million shares in the nine months ended October 31, 2017 and 2016, respectively, have been excluded from the calculation of diluted net loss per share as those shares would have been anti-dilutive due to the net loss incurred during those periods.
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenue by geographic area:
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
182.4
|
|
|
$
|
182.2
|
|
|
$
|
546.8
|
|
|
$
|
562.1
|
|
Other Americas
|
32.2
|
|
|
31.1
|
|
|
91.9
|
|
|
99.0
|
|
||||
Total Americas
|
214.6
|
|
|
213.3
|
|
|
638.7
|
|
|
661.1
|
|
||||
Europe, Middle East and Africa
|
205.4
|
|
|
191.0
|
|
|
594.4
|
|
|
614.1
|
|
||||
Asia Pacific
|
95.3
|
|
|
85.3
|
|
|
269.7
|
|
|
277.0
|
|
||||
Total net revenue
|
$
|
515.3
|
|
|
$
|
489.6
|
|
|
$
|
1,502.8
|
|
|
$
|
1,552.2
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue by product family:
|
|
|
|
|
|
|
|
||||||||
Architecture, Engineering and Construction
|
$
|
215.4
|
|
|
$
|
212.3
|
|
|
$
|
628.7
|
|
|
$
|
684.4
|
|
Manufacturing
|
146.9
|
|
|
146.6
|
|
|
436.0
|
|
|
481.5
|
|
||||
AutoCAD and AutoCAD LT
|
102.7
|
|
|
80.1
|
|
|
290.7
|
|
|
239.1
|
|
||||
Media and Entertainment
|
37.7
|
|
|
34.2
|
|
|
112.1
|
|
|
103.6
|
|
||||
Other
|
12.6
|
|
|
16.4
|
|
|
35.3
|
|
|
43.6
|
|
||||
|
$
|
515.3
|
|
|
$
|
489.6
|
|
|
$
|
1,502.8
|
|
|
$
|
1,552.2
|
|
Fiscal Quarter
|
Approximate pre-tax restructuring charge (in millions)
|
Q4 FY18 (ending January 31, 2018)
|
$91 - $100
|
Q1 FY19 (ending April 30, 2018)
|
$21 - $24
|
Q2 FY19 (ending July 31, 2018)
|
$14 - $15
|
Q3 FY19 (ending October 31, 2018)
|
$8 - $9
|
Q4 FY19 (ending January 31, 2019)
|
$1
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(in millions)
|
Three Months Ended October 31, 2017
|
|
As a % of Net
Revenue
|
|
Change compared to
prior fiscal year |
|
Three Months Ended October 31, 2016
|
|
As a % of Net
Revenue
|
|||||||||||
|
|
|
$
|
|
%
|
|
|
|||||||||||||
Net Revenue
|
$
|
515.3
|
|
|
100
|
%
|
|
$
|
25.7
|
|
|
5
|
%
|
|
$
|
489.6
|
|
|
100
|
%
|
Cost of revenue
|
77.5
|
|
|
15
|
%
|
|
(4.0
|
)
|
|
(5
|
)%
|
|
81.5
|
|
|
17
|
%
|
|||
Gross Profit
|
437.8
|
|
|
85
|
%
|
|
29.7
|
|
|
7
|
%
|
|
408.1
|
|
|
83
|
%
|
|||
Operating expenses
|
537.8
|
|
|
104
|
%
|
|
9.8
|
|
|
2
|
%
|
|
528.0
|
|
|
108
|
%
|
|||
Loss from operations
|
$
|
(100.0
|
)
|
|
(19
|
)%
|
|
$
|
19.9
|
|
|
17
|
%
|
|
$
|
(119.9
|
)
|
|
(24
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Nine Months Ended October 31, 2017
|
|
As a % of Net
Revenue
|
|
Change compared to
prior fiscal year |
|
Nine Months Ended October 31, 2016
|
|
As a % of Net
Revenue
|
|||||||||||
|
|
|
$
|
|
%
|
|
|
|||||||||||||
Net Revenue
|
$
|
1,502.8
|
|
|
100
|
%
|
|
$
|
(49.4
|
)
|
|
(3
|
)%
|
|
$
|
1,552.2
|
|
|
100
|
%
|
Cost of revenue
|
230.3
|
|
|
15
|
%
|
|
(28.7
|
)
|
|
(11
|
)%
|
|
259.0
|
|
|
17
|
%
|
|||
Gross Profit
|
1,272.5
|
|
|
85
|
%
|
|
(20.7
|
)
|
|
(2
|
)%
|
|
1,293.2
|
|
|
83
|
%
|
|||
Operating expenses
|
1,599.7
|
|
|
106
|
%
|
|
(26.0
|
)
|
|
(2
|
)%
|
|
1,625.7
|
|
|
105
|
%
|
|||
Loss from operations
|
$
|
(327.2
|
)
|
|
(22
|
)%
|
|
$
|
5.3
|
|
|
2
|
%
|
|
$
|
(332.5
|
)
|
|
(21
|
)%
|
(In millions, except percentage data)
|
Three Months Ended October 31, 2017
|
|
Change compared to
prior fiscal year |
|
Three Months Ended October 31, 2016 (1)
|
|||||||||
|
|
$
|
|
%
|
|
|||||||||
Recurring Revenue (2)
|
$
|
475.5
|
|
|
$
|
91.5
|
|
|
24
|
%
|
|
$
|
384.0
|
|
As a percentage of net revenue
|
92
|
%
|
|
N/A
|
|
|
N/A
|
|
|
78
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
|
Nine Months Ended October 31, 2017
|
|
Change compared to
prior fiscal year |
|
Nine Months Ended October 31, 2016 (1)
|
|||||||||
|
|
$
|
|
%
|
|
|||||||||
Recurring Revenue (2)
|
$
|
1,368.8
|
|
|
$
|
238.4
|
|
|
21
|
%
|
|
$
|
1,130.4
|
|
As a percentage of net revenue
|
91
|
%
|
|
N/A
|
|
|
N/A
|
|
|
73
|
%
|
(1)
|
Prior periods have been adjusted to conform with the current period's presentation.
|
(2)
|
The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenue derived from the revenue reported in the Condensed Consolidated Statement of Operations.
|
|
Balances, October 31, 2017
|
|
Change compared to
prior quarter end |
|
Balances, July 31, 2017
|
|
Balances, October 31, 2017
|
|
Change compared to
prior fiscal year end |
|
Balances, January 31, 2017 (1)
|
||||||||||||||||||
|
|
$
|
|
%
|
|
|
|
$
|
|
%
|
|
||||||||||||||||||
ARR (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Subscription plan ARR
|
$
|
924.0
|
|
|
$
|
140.3
|
|
|
18
|
%
|
|
$
|
783.7
|
|
|
$
|
924.0
|
|
|
$
|
352.6
|
|
|
62
|
%
|
|
$
|
571.4
|
|
Maintenance plan ARR
|
$
|
977.8
|
|
|
$
|
(68.2
|
)
|
|
(7
|
)%
|
|
$
|
1,046.0
|
|
|
$
|
977.8
|
|
|
$
|
(90.2
|
)
|
|
(8
|
)%
|
|
$
|
1,068.0
|
|
Total ARR (2)
|
$
|
1,901.8
|
|
|
$
|
72.1
|
|
|
4
|
%
|
|
$
|
1,829.7
|
|
|
$
|
1,901.8
|
|
|
$
|
262.4
|
|
|
16
|
%
|
|
$
|
1,639.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Number of Subscriptions (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription plan
|
1,896.0
|
|
|
306.8
|
|
|
19
|
%
|
|
1,589.2
|
|
|
1,896.0
|
|
|
808.9
|
|
|
74
|
%
|
|
1,087.1
|
|
||||||
Maintenance plan
|
1,693.2
|
|
|
(160.8
|
)
|
|
(9
|
)%
|
|
1,854.0
|
|
|
1,693.2
|
|
|
(324.8
|
)
|
|
(16
|
)%
|
|
2,018.0
|
|
||||||
Total subscriptions
|
3,589.2
|
|
|
146.0
|
|
|
4
|
%
|
|
3,443.2
|
|
|
3,589.2
|
|
|
484.1
|
|
|
16
|
%
|
|
3,105.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
ARPS (ARR divided by number of Subscriptions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Subscription plan ARPS
|
$
|
487
|
|
|
$
|
(6
|
)
|
|
(1
|
)%
|
|
$
|
493
|
|
|
$
|
487
|
|
|
$
|
(39
|
)
|
|
(7
|
)%
|
|
$
|
526
|
|
Maintenance plan ARPS
|
$
|
577
|
|
|
$
|
13
|
|
|
2
|
%
|
|
$
|
564
|
|
|
$
|
577
|
|
|
$
|
48
|
|
|
9
|
%
|
|
$
|
529
|
|
Total ARPS (3)
|
$
|
530
|
|
|
$
|
(1
|
)
|
|
—
|
%
|
|
$
|
531
|
|
|
$
|
530
|
|
|
$
|
2
|
|
|
—
|
%
|
|
$
|
528
|
|
(1)
|
Prior periods have been adjusted to conform with the current period's presentation.
|
(2)
|
The acquisition of a business may cause variability in the comparison of ARR reported in this table above and ARR derived from the revenue reported in the Condensed Consolidated Statement of Operations.
|
(3)
|
There are small variances between ARR and total subscriptions due in part to the inherent limitation with collecting all subscriptions information. For example, Buzzsaw and Constructware are included with ARR but not in total subscriptions due to these inherent limitations. We do not view these variances as meaningful to amounts or quarterly comparisons presented here for ARPS.
|
|
Three Months Ended October 31, 2017
|
|
Nine Months Ended October 31, 2017
|
||||||||||||
|
Percent change compared to
prior fiscal year |
|
Constant Currency percent change compared to
prior fiscal year (2) |
|
Positive/Negative/Neutral impact from foreign exchange rate changes
|
|
Percent change compared to
prior fiscal year |
|
Constant Currency percent change compared to
prior fiscal year (2) |
|
Positive/Negative/Neutral impact from foreign exchange rate changes
|
||||
Revenue
|
5
|
%
|
|
6
|
%
|
|
Negative
|
|
(3
|
)%
|
|
(2
|
)%
|
|
Negative
|
Spend (1)
|
1
|
%
|
|
—
|
%
|
|
Negative
|
|
(3
|
)%
|
|
(3
|
)%
|
|
Neutral
|
(1)
|
Our total spend is defined as cost of revenue plus operating expenses.
|
(2)
|
Please refer to the Glossary of Terms for the definitions of our constant currency growth rates.
|
|
Nine Months Ended
|
||
(in millions)
|
October 31, 2017
|
||
Deferred revenue
|
$
|
1,763.9
|
|
Unbilled deferred revenue (1)
|
147.9
|
|
|
Total
|
$
|
1,911.8
|
|
(1)
|
This is our first year presenting this metric and we are not able to provide historical information at this time. Comparative information will not be available until our first quarter of fiscal 2019.
|
|
Three Months Ended
|
|
Change compared to
prior fiscal year |
|
Three Months Ended
|
|
Management Comments
|
|||||||||
(in millions)
|
October 31, 2017
|
$
|
|
%
|
|
October 31, 2016
|
|
|||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Maintenance (1)
|
$
|
244.4
|
|
|
$
|
(28.8
|
)
|
|
(11
|
)%
|
|
$
|
273.2
|
|
|
The decrease in maintenance revenue is driven by the discontinuation of new maintenance agreements. We expect maintenance revenue will slowly decline; however, the rate of decline will vary based on the number of renewals, the renewal rate, and our ability to incentivize maintenance plan customers to switch over to subscription plan offerings.
|
Subscription (1)
|
231.1
|
|
|
118.7
|
|
|
106
|
%
|
|
112.4
|
|
|
The increase in subscription revenue is primarily a result of the business model transition. We saw growth across all subscription plan types, led by product subscriptions and enterprise business agreements.
|
|||
Total maintenance and subscription revenue
|
475.5
|
|
|
89.9
|
|
|
23
|
%
|
|
385.6
|
|
|
|
|||
License and other (1) (2)
|
39.8
|
|
|
(64.2
|
)
|
|
(62
|
)%
|
|
104.0
|
|
|
The decrease in license revenue is driven by the business model transition and the discontinuation of perpetual suite license sales in fiscal 2017, resulting in a decrease in revenue from perpetual licenses.
|
|||
|
$
|
515.3
|
|
|
$
|
25.7
|
|
|
5
|
%
|
|
$
|
489.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Nine Months Ended
|
|
Change compared to
prior fiscal year |
|
Nine Months Ended
|
|
Management Comments
|
|||||||||
|
October 31, 2017
|
$
|
|
%
|
|
October 31, 2016
|
|
|||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Maintenance (1)
|
$
|
769.8
|
|
|
$
|
(65.3
|
)
|
|
(8
|
)%
|
|
$
|
835.1
|
|
|
The decrease in maintenance revenue is driven by the discontinuation of new maintenance agreements. We expect maintenance revenue will slowly decline; however, the rate of decline will vary based on the number of renewals, the renewal rate, and our ability to incentivize maintenance plan customers to switch over to subscription plan offerings.
|
Subscription (1)
|
600.6
|
|
|
300.9
|
|
|
100
|
%
|
|
299.7
|
|
|
The increase in subscription revenue is primarily a result of the business model transition. We saw growth across all subscription plan types, led by product subscriptions and enterprise business agreements.
|
|||
Total maintenance and subscription revenue
|
1,370.4
|
|
|
235.6
|
|
|
21
|
%
|
|
1,134.8
|
|
|
|
|||
License and other (1) (2)
|
132.4
|
|
|
(285.0
|
)
|
|
(68
|
)%
|
|
417.4
|
|
|
The decrease in license revenue is driven by the business model transition, and the discontinuation of suite license sales, resulting in a decrease in revenue from perpetual license.
|
|||
|
$
|
1,502.8
|
|
|
$
|
(49.4
|
)
|
|
(3
|
)%
|
|
$
|
1,552.2
|
|
|
|
(1)
|
Prior periods have been adjusted to conform with current period's presentation. See Note 1, "Basis of Presentation", of our condensed consolidated financial statements for additional information.
|
(2)
|
Within license and other revenue, there was a 16% decrease and 19% decrease in other revenue during the three and nine months ended October 31, 2017, respectively, as compared to the same periods in the prior fiscal year. Other revenue represented 5% of total net revenue for both the three and nine months ended October 31, 2017 as compared to 6% for both the three and nine months ended October 31, 2016, respectively.
|
(in millions)
|
Three Months Ended October 31, 2017
|
|
Change compared to
prior fiscal year |
|
Constant Currency Change compared to prior fiscal year
|
|
Three Months Ended October 31, 2016
|
||||||||||
|
|
$
|
|
%
|
|
%
|
|
||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
182.4
|
|
|
$
|
0.2
|
|
|
—
|
%
|
|
*
|
|
|
$
|
182.2
|
|
Other Americas
|
32.2
|
|
|
1.1
|
|
|
4
|
%
|
|
*
|
|
|
31.1
|
|
|||
Total Americas
|
214.6
|
|
|
1.3
|
|
|
1
|
%
|
|
1
|
%
|
|
213.3
|
|
|||
Europe, Middle East and Africa ("EMEA")
|
205.4
|
|
|
14.4
|
|
|
8
|
%
|
|
10
|
%
|
|
191.0
|
|
|||
Asia Pacific ("APAC")
|
95.3
|
|
|
10.0
|
|
|
12
|
%
|
|
10
|
%
|
|
85.3
|
|
|||
Total Net Revenue (1)
|
$
|
515.3
|
|
|
$
|
25.7
|
|
|
5
|
%
|
|
6
|
%
|
|
$
|
489.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Emerging Economies
|
$
|
57.8
|
|
|
$
|
1.2
|
|
|
2
|
%
|
|
3
|
%
|
|
$
|
56.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(in millions)
|
Nine Months Ended October 31, 2017
|
|
Change compared to
prior fiscal year |
|
Constant currency change compared to prior fiscal year
|
|
Nine Months Ended October 31, 2016
|
||||||||||
Net Revenue:
|
|
$
|
|
%
|
|
%
|
|
||||||||||
Americas
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
546.8
|
|
|
$
|
(15.3
|
)
|
|
(3
|
)%
|
|
*
|
|
|
$
|
562.1
|
|
Other Americas
|
91.9
|
|
|
(7.1
|
)
|
|
(7
|
)%
|
|
*
|
|
|
99.0
|
|
|||
Total Americas
|
638.7
|
|
|
(22.4
|
)
|
|
(3
|
)%
|
|
(3
|
)%
|
|
661.1
|
|
|||
EMEA
|
594.4
|
|
|
(19.7
|
)
|
|
(3
|
)%
|
|
(1
|
)%
|
|
614.1
|
|
|||
APAC
|
269.7
|
|
|
(7.3
|
)
|
|
(3
|
)%
|
|
(3
|
)%
|
|
277.0
|
|
|||
Total Net Revenue
|
$
|
1,502.8
|
|
|
$
|
(49.4
|
)
|
|
(3
|
)%
|
|
(2
|
)%
|
|
$
|
1,552.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Emerging Economies
|
$
|
162.5
|
|
|
$
|
(11.7
|
)
|
|
(7
|
)%
|
|
(6
|
)%
|
|
$
|
174.2
|
|
(1)
|
Totals may not sum due to rounding.
|
|
Three Months Ended
|
|
Change compared to
prior fiscal year |
|
Three Months Ended
|
|
Management comments
|
|||||||||
(in millions)
|
October 31, 2017
|
$
|
|
%
|
|
October 31, 2016
|
|
|||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Maintenance and subscription (1)
|
$
|
53.9
|
|
|
$
|
7.1
|
|
|
15
|
%
|
|
$
|
46.8
|
|
|
Up due to an increase in employee-related costs driven by increased headcount associated with maintenance and subscription services in support of the business model transition
|
License and other (1)
|
19.6
|
|
|
(4.7
|
)
|
|
(19
|
)%
|
|
24.3
|
|
|
Down due to lower employee-related costs from reduced headcount associated with license and other revenue products and services as a result of our move to a subscription based business model
|
|||
Amortization of developed technology (1)
|
4.0
|
|
|
(6.4
|
)
|
|
(62
|
)%
|
|
10.4
|
|
|
Down as previously acquired developed technologies continue to become fully amortized and there were no acquisitions in the current period
|
|||
Total cost of revenue
|
$
|
77.5
|
|
|
$
|
(4.0
|
)
|
|
(5
|
)%
|
|
$
|
81.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marketing and sales
|
$
|
272.5
|
|
|
$
|
17.5
|
|
|
7
|
%
|
|
$
|
255.0
|
|
|
Up due to an increase in employee-related costs as a result of increased headcount as well as an increase in stock-based compensation expense due to a higher fair value of awards granted
|
Research and development
|
191.8
|
|
|
(0.8
|
)
|
|
—
|
%
|
|
192.6
|
|
|
Down due to a decrease in employee-related costs and in stock-based compensation expense as a result of reduced headcount
|
|||
General and administrative
|
68.8
|
|
|
(1.6
|
)
|
|
(2
|
)%
|
|
70.4
|
|
|
Down due to a decrease in professional fees, partially offset by an increase in stock-based compensation expense due to an increase in the fair value of awards granted
|
|||
Amortization of purchased intangibles
|
4.7
|
|
|
(2.1
|
)
|
|
(31
|
)%
|
|
6.8
|
|
|
Down as previously acquired intangible assets continue to become fully amortized and there were no acquisitions in the current period
|
|||
Restructuring charges and other facility exit costs, net (2) (3)
|
—
|
|
|
(3.2
|
)
|
|
(100
|
)%
|
|
3.2
|
|
|
Down as the majority of the Fiscal 2017 Plan was recognized during the first half of fiscal 2017
|
|||
Total operating expenses
|
$
|
537.8
|
|
|
$
|
9.8
|
|
|
2
|
%
|
|
$
|
528.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Nine Months Ended
|
|
Change compared to
prior fiscal year |
|
Nine Months Ended
|
|
Management comments
|
|||||||||
|
October 31, 2017
|
$
|
|
%
|
|
October 31, 2016
|
|
|||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Maintenance and subscription (1)
|
$
|
161.6
|
|
|
$
|
21.4
|
|
|
15
|
%
|
|
$
|
140.2
|
|
|
Up due to an increase in employee-related costs driven by increased headcount associated with maintenance and subscription services in support of the business model transition
|
License and other (1)
|
56.0
|
|
|
(30.8
|
)
|
|
(35
|
)%
|
|
86.8
|
|
|
Down due to lower employee-related costs from reduced headcount associated with license and other revenue products and services as a result of the business model transition
|
|||
Amortization of developed technology (1)
|
12.7
|
|
|
(19.3
|
)
|
|
(60
|
)%
|
|
32.0
|
|
|
Down as previously acquired developed technologies continue to become fully amortized and there were no acquisitions in the current period
|
|||
Total cost of revenue
|
$
|
230.3
|
|
|
$
|
(28.7
|
)
|
|
(11
|
)%
|
|
$
|
259.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||||
Marketing and sales
|
$
|
785.8
|
|
|
$
|
46.9
|
|
|
6
|
%
|
|
$
|
738.9
|
|
|
Driven by employee-related costs on increased headcount and increased stock-based compensation expense due to an increase in fair value of awards granted, partially offset by a decrease in advertising and promotional costs.
|
Research and development
|
573.3
|
|
|
(5.8
|
)
|
|
(1
|
)%
|
|
579.1
|
|
|
Driven by a decrease in employee-related costs on lower headcount
|
|||
General and administrative
|
225.1
|
|
|
11.4
|
|
|
5
|
%
|
|
213.7
|
|
|
Driven by costs associated with the CEO transition and an increase in stock-based compensation expense on a higher fair value of awards granted, partially offset by a decrease in professional fees
|
|||
Amortization of purchased intangibles
|
15.3
|
|
|
(7.2
|
)
|
|
(32
|
)%
|
|
22.5
|
|
|
Down as previously acquired intangible assets continue to become fully amortized and there were no acquisitions in the current period
|
|||
Restructuring charges and other facility exit costs, net (2) (3)
|
0.2
|
|
|
(71.3
|
)
|
|
(100
|
)%
|
|
71.5
|
|
|
Down as the majority of the Fiscal 2017 Plan was recognized during fiscal 2017
|
|||
Total operating expenses
|
$
|
1,599.7
|
|
|
$
|
(26.0
|
)
|
|
(2
|
)%
|
|
$
|
1,625.7
|
|
|
|
(1)
|
Prior periods have been adjusted to conform with current period's presentation. See Note 1, "Basis of Presentation," of our condensed consolidated financial statements for additional information.
|
(2)
|
See Note 13, "Restructuring charges and other facility exit costs, net" in the Notes to Condensed Consolidated Financial Statements for additional information.
|
(3)
|
On November 27, 2017, our Board of Directors approved a world-wide restructuring plan that includes a reduction in force that will result in the termination of approximately 13% of the Company’s workforce, or approximately 1,150 employees, and the consolidation of certain leased facilities. See Note 19, "Subsequent Events," for further discussion regarding the anticipated amount and timing of the expenditures related to this action.
|
|
Absolute dollar impact
|
|
Percent of net revenue impact
|
Cost of Revenue
|
Decrease
|
|
Decrease
|
Marketing and sales
|
Increase
|
|
Decrease
|
Research and development
|
Increase
|
|
Decrease
|
General and administrative
|
Decrease
|
|
Decrease
|
Amortization of purchased intangibles
|
Decrease
|
|
Decrease
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest and investment expense, net
|
$
|
(9.2
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
(22.5
|
)
|
(Loss) gain on foreign currency
|
(0.5
|
)
|
|
0.4
|
|
|
(1.2
|
)
|
|
(2.7
|
)
|
||||
(Loss) gain on strategic investments and dispositions
|
(1.7
|
)
|
|
0.4
|
|
|
(9.5
|
)
|
|
0.6
|
|
||||
Other income (expense)
|
0.2
|
|
|
(0.5
|
)
|
|
5.0
|
|
|
1.5
|
|
||||
Interest and other expense, net
|
$
|
(11.2
|
)
|
|
$
|
(9.4
|
)
|
|
$
|
(31.8
|
)
|
|
$
|
(23.1
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Unaudited)
|
||||||||||||||
Gross profit
|
$
|
437.8
|
|
|
$
|
408.1
|
|
|
$
|
1,272.5
|
|
|
$
|
1,293.2
|
|
Non-GAAP gross profit
|
$
|
445.7
|
|
|
$
|
422.0
|
|
|
$
|
1,296.8
|
|
|
$
|
1,335.5
|
|
Gross margin
|
85
|
%
|
|
83
|
%
|
|
85
|
%
|
|
83
|
%
|
||||
Non-GAAP gross margin
|
86
|
%
|
|
86
|
%
|
|
86
|
%
|
|
86
|
%
|
||||
Loss from operations
|
$
|
(100.0
|
)
|
|
$
|
(119.9
|
)
|
|
$
|
(327.2
|
)
|
|
$
|
(332.5
|
)
|
Non-GAAP loss from operations
|
$
|
(26.2
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(94.5
|
)
|
|
$
|
(44.0
|
)
|
Operating margin
|
(19
|
)%
|
|
(24
|
)%
|
|
(22
|
)%
|
|
(21
|
)%
|
||||
Non-GAAP operating margin
|
(5
|
)%
|
|
(9
|
)%
|
|
(6
|
)%
|
|
(3
|
)%
|
||||
Net loss
|
$
|
(119.8
|
)
|
|
$
|
(142.8
|
)
|
|
$
|
(393.4
|
)
|
|
$
|
(408.7
|
)
|
Non-GAAP net loss
|
$
|
(26.4
|
)
|
|
$
|
(39.0
|
)
|
|
$
|
(86.4
|
)
|
|
$
|
(50.1
|
)
|
GAAP diluted net loss per share (1)
|
$
|
(0.55
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.83
|
)
|
Non-GAAP diluted net loss per share (1)
|
$
|
(0.12
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.22
|
)
|
GAAP diluted shares used in per share calculation
|
219.6
|
|
|
222.3
|
|
|
219.7
|
|
|
223.3
|
|
||||
Non-GAAP diluted weighted average shares used in per share calculation
|
219.6
|
|
|
222.3
|
|
|
219.7
|
|
|
223.3
|
|
(1)
|
Net loss per share was computed independently for each of the periods presented; therefore the sum of the net loss per share amount for the quarters may not equal the total for the year.
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Unaudited)
|
||||||||||||||
Gross profit
|
$
|
437.8
|
|
|
$
|
408.1
|
|
|
$
|
1,272.5
|
|
|
$
|
1,293.2
|
|
Stock-based compensation expense
|
3.9
|
|
|
3.5
|
|
|
11.6
|
|
|
10.3
|
|
||||
Amortization of developed technologies
|
4.0
|
|
|
10.4
|
|
|
12.7
|
|
|
32.0
|
|
||||
Non-GAAP gross profit
|
$
|
445.7
|
|
|
$
|
422.0
|
|
|
$
|
1,296.8
|
|
|
$
|
1,335.5
|
|
Gross margin
|
85
|
%
|
|
83
|
%
|
|
85
|
%
|
|
83
|
%
|
||||
Stock-based compensation expense
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
||||
Amortization of developed technologies
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
||||
Non-GAAP gross margin (2)
|
86
|
%
|
|
86
|
%
|
|
86
|
%
|
|
86
|
%
|
||||
Loss from operations
|
$
|
(100.0
|
)
|
|
$
|
(119.9
|
)
|
|
$
|
(327.2
|
)
|
|
$
|
(332.5
|
)
|
Stock-based compensation expense
|
65.1
|
|
|
56.6
|
|
|
182.9
|
|
|
162.5
|
|
||||
Amortization of developed technologies
|
4.0
|
|
|
10.4
|
|
|
12.7
|
|
|
32.0
|
|
||||
Amortization of purchased intangibles
|
4.7
|
|
|
6.8
|
|
|
15.3
|
|
|
22.5
|
|
||||
CEO transition costs (1)
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
||||
Restructuring charges and other facility exit costs, net
|
—
|
|
|
3.2
|
|
|
0.2
|
|
|
71.5
|
|
||||
Non-GAAP loss from operations
|
$
|
(26.2
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(94.5
|
)
|
|
$
|
(44.0
|
)
|
Operating margin
|
(19
|
)%
|
|
(24
|
)%
|
|
(22
|
)%
|
|
(21
|
)%
|
||||
Stock-based compensation expense
|
13
|
%
|
|
11
|
%
|
|
12
|
%
|
|
10
|
%
|
||||
Amortization of developed technologies
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
||||
Amortization of purchased intangibles
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
||||
CEO transition costs (1)
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
||||
Restructuring charges and other facility exit costs, net
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
5
|
%
|
||||
Non-GAAP operating margin (2)
|
(5
|
)%
|
|
(9
|
)%
|
|
(6
|
)%
|
|
(3
|
)%
|
||||
Net loss
|
$
|
(119.8
|
)
|
|
$
|
(142.8
|
)
|
|
$
|
(393.4
|
)
|
|
$
|
(408.7
|
)
|
Stock-based compensation expense
|
65.1
|
|
|
56.6
|
|
|
182.9
|
|
|
162.5
|
|
||||
Amortization of developed technologies
|
4.0
|
|
|
10.4
|
|
|
12.7
|
|
|
32.0
|
|
||||
Amortization of purchased intangibles
|
4.7
|
|
|
6.8
|
|
|
15.3
|
|
|
22.5
|
|
||||
CEO transition costs (1)
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
||||
Restructuring charges and other facility exit costs, net
|
—
|
|
|
3.2
|
|
|
0.2
|
|
|
71.5
|
|
||||
Loss (gain) on strategic investments and dispositions
|
1.7
|
|
|
(0.4
|
)
|
|
9.5
|
|
|
(0.6
|
)
|
||||
Discrete tax items
|
(2.5
|
)
|
|
(9.0
|
)
|
|
(10.2
|
)
|
|
4.0
|
|
||||
Income tax effect of non-GAAP adjustments
|
20.4
|
|
|
36.2
|
|
|
75.0
|
|
|
66.7
|
|
||||
Non-GAAP net loss
|
$
|
(26.4
|
)
|
|
$
|
(39.0
|
)
|
|
$
|
(86.4
|
)
|
|
$
|
(50.1
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Unaudited)
|
||||||||||||||
GAAP diluted net loss per share (3)
|
$
|
(0.55
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.83
|
)
|
Stock-based compensation expense
|
0.30
|
|
|
0.25
|
|
|
0.83
|
|
|
0.73
|
|
||||
Amortization of developed technologies
|
0.02
|
|
|
0.05
|
|
|
0.06
|
|
|
0.14
|
|
||||
Amortization of purchased intangibles
|
0.02
|
|
|
0.03
|
|
|
0.07
|
|
|
0.10
|
|
||||
CEO transition costs (1)
|
—
|
|
|
—
|
|
|
0.09
|
|
|
—
|
|
||||
Restructuring charges and other facility exit costs, net
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.32
|
|
||||
Loss on strategic investments and dispositions
|
0.01
|
|
|
—
|
|
|
0.05
|
|
|
—
|
|
||||
Discrete tax items
|
(0.01
|
)
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|
0.02
|
|
||||
Income tax effect of non-GAAP adjustments
|
0.09
|
|
|
0.15
|
|
|
0.34
|
|
|
0.30
|
|
||||
Non-GAAP diluted net loss per share (3)
|
$
|
(0.12
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.22
|
)
|
(1)
|
CEO transition costs include stock-based compensation of $16.6 million related to the acceleration of eligible stock awards in the nine months ended October 31, 2017.
|
(2)
|
Totals may not sum due to rounding.
|
(3)
|
Net loss per share was computed independently for each of the periods presented; therefore the sum of the net loss per share amount for the quarters may not equal the total for the year.
|
|
Nine Months Ended October 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Net cash (used in) provided by operating activities
|
$
|
(78.4
|
)
|
|
$
|
154.1
|
|
Net cash provided by investing activities
|
258.9
|
|
|
285.8
|
|
||
Net cash used in financing activities
|
(374.2
|
)
|
|
(354.3
|
)
|
(Shares in millions)
|
Total Number of
Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
August 1 - August 31
|
0.4
|
|
|
$
|
109.66
|
|
|
0.4
|
|
|
22.7
|
|
September 1 - September 30
|
0.3
|
|
|
112.59
|
|
|
0.3
|
|
|
22.4
|
|
|
October 1 - October 31
|
0.3
|
|
|
117.47
|
|
|
0.3
|
|
|
22.1
|
|
|
Total
|
1.0
|
|
|
$
|
112.97
|
|
|
1.0
|
|
|
|
|
(1)
|
Represents shares purchased in open-market transactions under the stock repurchase plan approved by the Board of Directors.
|
(2)
|
These amounts correspond to the plan approved by the Board of Directors in September 2016 that authorized the repurchase of 30.0 million shares. The plan does not have a fixed expiration date.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
economic volatility;
|
•
|
fluctuating currency exchange rates, including risks related to any hedging activities we undertake;
|
•
|
unexpected changes in regulatory requirements and practices;
|
•
|
delays resulting from difficulty in obtaining export licenses for certain technology;
|
•
|
different purchase patterns as compared to the developed world;
|
•
|
tariffs, quotas, and other trade barriers and restrictions;
|
•
|
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 perpetual licenses and the introduction of our maintenance to subscription program;
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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 product mix, pricing pressure or changes in product pricing;
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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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the success of new business or sales initiatives;
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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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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 billings linearity;
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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 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 renewals 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 ability 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 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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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; and
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•
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failure to appropriately estimate the scope of services under consulting arrangements.
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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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shortfalls in our expected financial results, including net revenue, ARR, ARPS, earnings, subscriptions, or other key performance metrics;
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•
|
results and future projections related to our business model transition;
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•
|
quarterly variations in our or our competitors' results of operations;
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•
|
general socio-economic, political or market conditions;
|
•
|
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;
|
•
|
uncertainty about certain governments' abilities to repay debt or effect fiscal policy;
|
•
|
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;
|
•
|
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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•
|
other factors, including factors unrelated to our operating performance, such as instability affecting the economy or the operating performance of our competitors.
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•
|
increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
|
•
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requiring the dedication of a greater than expected portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures and acquisitions; and
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•
|
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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ITEM 4.
|
MINE SAFETY DISCLOSURES
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ITEM 5.
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OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
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10.1*
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31.1
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31.2
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32.1 †
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101.INS ††
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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101.SCH ††
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XBRL Taxonomy Extension Schema
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101.CAL ††
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF ††
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XBRL Taxonomy Definition Linkbase
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101.LAB ††
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XBRL Taxonomy Extension Label Linkbase
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101.PRE ††
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XBRL Taxonomy Extension Presentation Linkbase
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*
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Denotes a management contract or compensatory plan or arrangement.
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†
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The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
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††
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The financial information contained in these XBRL documents is unaudited.
|
|
AUTODESK, INC.
|
(Registrant)
|
|
/s/ PAUL UNDERWOOD
|
Paul Underwood
|
Vice President and Corporate Controller
|
(Principal Accounting Officer)
|
1.
|
Employment. Your last day of employment with the Company will be October 9, 2017 (“Termination Date”). You may not be employed by another company or perform work which would be a conflict of interest with your work at Autodesk while employed by Autodesk. You and Autodesk may agree to an earlier Termination Date (such date, the “Early Termination Date”) and this will be reflected in a written addendum to this Agreement.
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2.
|
Transition. To aid in the transition, you agree to do the following before your Termination Date: (a) Work with the Human Resources Business Partner to transition your work in an orderly and timely manner; (b) Submit all of your business expenses in accordance with Company policies; (c) Return all Company assets to the Company, including your Company-provided computer and personal device and any Company documents or intellectual property you may have to the Human Resources Business Partner; (d) Provide the Human Resources Business Partner with any passwords he/she requests or will need so that the Company can ensure that work is handled properly after you leave; and (e) Participate in an exit interview, if requested.
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3.
|
Compensation. You will receive your regular compensation through your Termination Date. If you have an Early Termination Date, you will receive the balance of what would have been owed to you in compensation from the Early Termination Date through your original Termination Date.
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4.
|
Health Benefits. If you participate in the Company’s health benefit programs, you will continue to be covered by the Company’s health insurance plans through the end of the month in which your Termination Date falls. You may be eligible to obtain continued group health insurance coverage after your termination under the Consolidated Omnibus
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5.
|
Equity Benefits.
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6.
|
Severance. You will receive a severance payment in the amount of $453,000, minus all legally applicable deductions and withholdings, which amount represents 1.0 times your annual base salary, payable in a single lump-sum.
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7.
|
COBRA Payment. The Company will pay you a lump-sum payment in an amount equal to five months of what your estimated COBRA payments would be, grossed up for taxes. If you timely elect COBRA, you will be entitled to your rights under COBRA at your own expense for your COBRA eligibility period.
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8.
|
Release of Claims. You agree that this Agreement represents settlement in full of all outstanding obligations owed to you by the Company as a result of your employment with and termination of your employment with the Company. You, on behalf of yourself and your descendants, heirs and successors (“Releasors”), hereby fully release and discharge the Company, its subsidiaries, divisions and affiliated entities and their respective directors, officers, agents, servants, stockholders, employees, representatives, successors and assigns (“Releasees”), from any and all claims, duties, obligations, actions, or causes of action whatsoever, whether presently known or unknown, asserted or unasserted, which are based on, arise from or relate in any way to your employment with the Company or the termination thereof including, but not limited to, claims for (i) wrongful termination, interference with contract, breach of contract, fraud, misrepresentation and infliction of emotional distress under statutory
|
9.
|
Claims Not Released. This release of claims does not apply to any rights or claims that you cannot release as a matter of law, nor does it apply to any Claims that first arise after the date on which you sign this Agreement. In addition, this Agreement does not prohibit you from (i) filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”), (ii) participating in any investigation or other process conducted by the EEOC, or (iii) filing an action challenging the validity of this release. You understand and acknowledge that by reason of your execution of this release of Claims you are receiving from the Company pay and benefits that are in addition to anything of value to which you were already entitled.
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10.
|
Unknown Claims Released. California Civil Code section 1542 provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. You have read and understand this provision. Pursuant to this provision and, if you are not employed in California, any similar state law provision in the state in which you are employed, you are aware that you are waiving unknown claims that arise before or on the date you sign this Agreement and agree to do so.
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11.
|
Covenant Not to Sue. You represent and agree that you have not already, and will not at any time in the future, file any lawsuit, administrative proceeding, or other legal action against the Company or any of the Releasees that is based upon, in whole or in part, any of the Claims released in this Agreement. In the event that you file any such legal action, the Company and any Releasees against which you bring that legal action will be entitled to recover from you it’s/their attorneys’ fees and costs incurred in defending that action.
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12.
|
Future Relationship. The Company will provide job references for you in accordance with its reference policy, which allows the Company to verify your job title and dates of employment only. The Company will not object to any claim for unemployment benefits filed by you, but will respond truthfully to any such claims or related inquiries, including inquiries about post-termination compensation.
|
13.
|
Non-Disparagement. You agree not to disparage the Company or its officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. However, you may respond accurately and fully to any question, inquiry, or request for information when required to do so by legal process (see also Permitted Disclosures below).
|
14.
|
Non-Solicitation. During your employment with the Company and for the twelve month period following your Termination Date, you agree that you will not do the following:
|
•
|
Solicit or encourage any employee of Autodesk, Inc. or any of its subsidiaries (collectively, “Autodesk” and individually “an Autodesk company”) to terminate his or her employment within Autodesk, or
|
•
|
Solicit or encourage any Customer to purchase goods or services from a Competitor.
|
15.
|
Permitted Disclosures. Notwithstanding anything to the contrary in this Agreement, pursuant to 18 U.S.C. § 1833(b), you understand that you will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to your attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. You understand that if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding if you (x) file any document containing the trade secret under seal, and (y) do not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that you have with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that you have with the Company shall prohibit or restrict you from making any voluntary disclosure of information or documents concerning possible violations of law to, or seek a
|
16.
|
Effective Date.
|
a.
|
You have forty-five (45) calendar days to consider this Agreement and the attached Older Workers Benefit Protection Act Notice and to sign this Agreement. You have seven calendar days from the date you sign the Agreement to revoke it. If you choose to revoke it, you must do so in writing and send the revocation to Autodesk, General Counsel, 111 McInnis Parkway, San Rafael, CA 94903. This must be received within the seven calendar day revocation period. If you do not properly revoke the Agreement, it will be effective eight calendar days after you sign it (the “Effective Date of the Agreement”).
|
b.
|
If the above requirements are not met, this Agreement will not be effective. If you choose to sign this Agreement prior to the expiration of the applicable time period above, it is with the understanding that you voluntarily choose to do so. If you accept another job at the Company to start prior to your Termination Date, this Agreement will be null and void.
|
17.
|
Agreement. This Agreement constitutes the entire understanding and agreement between you and the Company with regards to the terms and conditions of your employment with the Company and the termination of your employment. It supersedes and replaces any and all prior representations, promises or agreements (written, verbal or otherwise) between you and the Company regarding the terms described in this Agreement, except for any agreements you signed about your continuing obligations to the Company after you terminate, such as your Employee Nondisclosure and Inventions Agreement, all of which survive the termination of your employment in accordance with the terms of each of those respective agreements. This Agreement may only be amended in a writing signed by you and a duly authorized officer of the Company. This Agreement shall be governed by the laws of the state in which you are employed by Autodesk. Copies of this letter and attachments, including those transmitted electronically, are effective as originals.
|
18.
|
Payments. All lump-sum payments described in Sections 6 and 7 of this Agreement will be paid to you within fifteen (15) business days after the Effective Date of the Agreement or your Termination Date, whichever is later. The severance payments described in Section 6 of this Agreement will be paid to you on the first regularly scheduled payroll date that occurs after the Effective Date of the Agreement or your Termination Date, whichever is later (and such installment will include all payments that would otherwise have been paid prior to such date).
|
19.
|
Severability. In the event that one or more provisions of this Agreement are determined to be invalid or unenforceable for any reason, the remainder of the Agreement shall remain in full force and effect. Copies of this Agreement are as valid as the original.
|
20.
|
Understanding. You are advised to seek legal counsel before signing this Agreement. By signing below, you are acknowledging that you have read and understand this Agreement and are knowingly, willingly and voluntarily agreeing to all the terms of the Agreement.
|
1.
|
I have reviewed this report on Form 10-Q of Autodesk, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ ANDREW ANAGNOST
|
|
Andrew Anagnost
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-Q of Autodesk, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ R. SCOTT HERREN
|
|
R. Scott Herren
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ ANDREW ANAGNOST
|
|
Andrew Anagnost
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ R. SCOTT HERREN
|
|
R. Scott Herren
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|