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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
|
|
Delaware
|
|
94-2819853
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
Identification No.)
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|
111 McInnis Parkway,
San Rafael, California
|
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94903
|
(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
ADSK
|
|
The Nasdaq Global Select Market
|
Large accelerated filer
|
|
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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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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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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Item 5.
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Item 6.
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||
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ITEM 1.
|
FINANCIAL STATEMENTS
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Net revenue:
|
|
|
|
||||
Subscription
|
$
|
595.8
|
|
|
$
|
350.4
|
|
Maintenance
|
112.0
|
|
|
181.2
|
|
||
Total subscription and maintenance revenue
|
707.8
|
|
|
531.6
|
|
||
Other
|
27.7
|
|
|
28.3
|
|
||
Total net revenue
|
735.5
|
|
|
559.9
|
|
||
Cost of revenue:
|
|
|
|
||||
Cost of subscription and maintenance revenue
|
59.7
|
|
|
50.4
|
|
||
Cost of other revenue
|
13.8
|
|
|
12.8
|
|
||
Amortization of developed technology
|
9.2
|
|
|
3.6
|
|
||
Total cost of revenue
|
82.7
|
|
|
66.8
|
|
||
Gross profit
|
652.8
|
|
|
493.1
|
|
||
Operating expenses:
|
|
|
|
||||
Marketing and sales
|
313.3
|
|
|
276.4
|
|
||
Research and development
|
205.6
|
|
|
172.8
|
|
||
General and administrative
|
99.1
|
|
|
72.9
|
|
||
Amortization of purchased intangibles
|
9.8
|
|
|
3.8
|
|
||
Restructuring and other exit costs, net
|
0.2
|
|
|
22.5
|
|
||
Total operating expenses
|
628.0
|
|
|
548.4
|
|
||
Income (loss) from operations
|
24.8
|
|
|
(55.3
|
)
|
||
Interest and other expense, net
|
(16.2
|
)
|
|
(8.5
|
)
|
||
Income (loss) before income taxes
|
8.6
|
|
|
(63.8
|
)
|
||
Provision for income taxes
|
(32.8
|
)
|
|
(18.6
|
)
|
||
Net loss
|
$
|
(24.2
|
)
|
|
$
|
(82.4
|
)
|
Basic net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.38
|
)
|
Diluted net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.38
|
)
|
Weighted average shares used in computing basic net loss per share
|
219.6
|
|
|
218.6
|
|
||
Weighted average shares used in computing diluted net loss per share
|
219.6
|
|
|
218.6
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(24.2
|
)
|
|
$
|
(82.4
|
)
|
Other comprehensive loss, net of reclassifications:
|
|
|
|
||||
Net gain on derivative instruments (net of tax effect of ($0.3) and ($0.7), respectively)
|
3.3
|
|
|
6.0
|
|
||
Change in net unrealized gain on available-for-sale debt securities (net of tax effect of ($0.4) and $0.1, respectively)
|
1.1
|
|
|
0.6
|
|
||
Change in defined benefit pension items (net of tax effect of $0.1 and ($1.4), respectively)
|
(0.6
|
)
|
|
7.7
|
|
||
Net change in cumulative foreign currency translation loss (net of tax effect of $0.4 and $0.3, respectively)
|
(10.4
|
)
|
|
(24.3
|
)
|
||
Total other comprehensive loss
|
(6.6
|
)
|
|
(10.0
|
)
|
||
Total comprehensive loss
|
$
|
(30.8
|
)
|
|
$
|
(92.4
|
)
|
|
April 30, 2019
|
|
January 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
883.2
|
|
|
$
|
886.0
|
|
Marketable securities
|
88.9
|
|
|
67.6
|
|
||
Accounts receivable, net
|
268.1
|
|
|
474.3
|
|
||
Prepaid expenses and other current assets
|
182.1
|
|
|
192.1
|
|
||
Total current assets
|
1,422.3
|
|
|
1,620.0
|
|
||
Computer equipment, software, furniture and leasehold improvements, net
|
152.6
|
|
|
149.7
|
|
||
Operating lease right-of-use assets
|
309.9
|
|
|
—
|
|
||
Developed technologies, net
|
96.3
|
|
|
105.6
|
|
||
Goodwill
|
2,446.2
|
|
|
2,450.8
|
|
||
Deferred income taxes, net
|
54.4
|
|
|
65.3
|
|
||
Other assets
|
326.8
|
|
|
337.8
|
|
||
Total assets
|
$
|
4,808.5
|
|
|
$
|
4,729.2
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
98.0
|
|
|
$
|
101.6
|
|
Accrued compensation
|
161.8
|
|
|
280.8
|
|
||
Accrued income taxes
|
6.5
|
|
|
13.2
|
|
||
Deferred revenue
|
1,777.5
|
|
|
1,763.3
|
|
||
Operating lease liabilities
|
59.2
|
|
|
—
|
|
||
Other accrued liabilities
|
117.7
|
|
|
142.3
|
|
||
Total current liabilities
|
2,220.7
|
|
|
2,301.2
|
|
||
Long-term deferred revenue
|
376.0
|
|
|
328.1
|
|
||
Long-term operating lease liabilities
|
265.6
|
|
|
—
|
|
||
Long-term income taxes payable
|
18.4
|
|
|
21.5
|
|
||
Long-term deferred income taxes
|
93.9
|
|
|
79.8
|
|
||
Long-term notes payable, net
|
1,963.3
|
|
|
2,087.7
|
|
||
Other liabilities
|
115.9
|
|
|
121.8
|
|
||
Stockholders’ deficit:
|
|
|
|
||||
Common stock and additional paid-in capital
|
2,123.1
|
|
|
2,071.5
|
|
||
Accumulated other comprehensive loss
|
(141.6
|
)
|
|
(135.0
|
)
|
||
Accumulated deficit
|
(2,226.8
|
)
|
|
(2,147.4
|
)
|
||
Total stockholders’ deficit
|
(245.3
|
)
|
|
(210.9
|
)
|
||
Total liabilities and stockholders' deficit
|
$
|
4,808.5
|
|
|
$
|
4,729.2
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(24.2
|
)
|
|
$
|
(82.4
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
32.7
|
|
|
24.1
|
|
||
Stock-based compensation expense
|
75.2
|
|
|
54.4
|
|
||
Deferred income taxes
|
24.4
|
|
|
13.3
|
|
||
Restructuring and other exit costs, net
|
0.2
|
|
|
22.5
|
|
||
Other operating activities
|
15.3
|
|
|
10.5
|
|
||
Changes in operating assets and liabilities
|
|
|
|
|
|||
Accounts receivable
|
206.2
|
|
|
231.4
|
|
||
Prepaid expenses and other current assets
|
11.4
|
|
|
(1.4
|
)
|
||
Accounts payable and accrued liabilities
|
(172.6
|
)
|
|
(227.7
|
)
|
||
Deferred revenue
|
62.2
|
|
|
(58.5
|
)
|
||
Accrued income taxes
|
(9.6
|
)
|
|
(3.1
|
)
|
||
Net cash provided by (used in) operating activities
|
221.2
|
|
|
(16.9
|
)
|
||
Investing activities:
|
|
|
|
||||
Purchases of marketable securities
|
(19.8
|
)
|
|
(9.9
|
)
|
||
Sales of marketable securities
|
4.6
|
|
|
6.2
|
|
||
Maturities of marketable securities
|
—
|
|
|
68.6
|
|
||
Capital expenditures
|
(14.7
|
)
|
|
(16.7
|
)
|
||
Other investing activities
|
0.7
|
|
|
(0.6
|
)
|
||
Net cash (used in) provided by investing activities
|
(29.2
|
)
|
|
47.6
|
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock, net of issuance costs
|
46.9
|
|
|
49.1
|
|
||
Taxes paid related to net share settlement of equity awards
|
(25.8
|
)
|
|
(38.8
|
)
|
||
Repurchases of common stock
|
(88.5
|
)
|
|
(22.0
|
)
|
||
Repayment of debt
|
(125.0
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(192.4
|
)
|
|
(11.7
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2.4
|
)
|
|
(4.0
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(2.8
|
)
|
|
15.0
|
|
||
Cash and cash equivalents at beginning of period
|
886.0
|
|
|
1,078.0
|
|
||
Cash and cash equivalents at end of period
|
$
|
883.2
|
|
|
$
|
1,093.0
|
|
|
|
|
|
|
As reported January 31, 2019
|
|
Impact from the adoption (1)
|
|
As adjusted
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
192.1
|
|
|
$
|
(5.9
|
)
|
|
$
|
186.2
|
|
Total current assets
|
1,620.0
|
|
|
(5.9
|
)
|
|
1,614.1
|
|
|||
Operating lease right-of-use assets
|
—
|
|
|
283.4
|
|
|
283.4
|
|
|||
Total assets
|
4,729.2
|
|
|
277.5
|
|
|
5,006.7
|
|
|||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
||||||
Other accrued liabilities
|
142.3
|
|
|
(4.9
|
)
|
|
137.4
|
|
|||
Operating lease liabilities
|
—
|
|
|
54.1
|
|
|
54.1
|
|
|||
Long-term operating lease liabilities
|
—
|
|
|
245.9
|
|
|
245.9
|
|
|||
Other liabilities
|
121.8
|
|
|
(16.9
|
)
|
|
104.9
|
|
|||
Accumulated deficit
|
(2,147.4
|
)
|
|
(0.7
|
)
|
|
(2,148.1
|
)
|
(1)
|
Adoption of ASC Topic 842 did not have any other material impacts on Autodesk's condensed consolidated financial statements.
|
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Net revenue by product family:
|
|
|
|
||||
Architecture, Engineering and Construction
|
$
|
304.3
|
|
|
$
|
221.8
|
|
AutoCAD and AutoCAD LT
|
213.2
|
|
|
155.6
|
|
||
Manufacturing
|
167.5
|
|
|
135.4
|
|
||
Media and Entertainment
|
45.5
|
|
|
41.8
|
|
||
Other
|
5.0
|
|
|
5.3
|
|
||
Total net revenue
|
$
|
735.5
|
|
|
$
|
559.9
|
|
|
|
|
|
||||
Net revenue by geographic area:
|
|
|
|
||||
Americas
|
|
|
|
||||
U.S.
|
$
|
249.1
|
|
|
$
|
195.9
|
|
Other Americas
|
46.7
|
|
|
37.6
|
|
||
Total Americas
|
295.8
|
|
|
233.5
|
|
||
Europe, Middle East and Africa
|
297.2
|
|
|
220.9
|
|
||
Asia Pacific
|
142.5
|
|
|
105.5
|
|
||
Total net revenue
|
$
|
735.5
|
|
|
$
|
559.9
|
|
|
|
|
|
||||
Net revenue by sales channel:
|
|
|
|
||||
Indirect
|
$
|
516.4
|
|
|
$
|
398.3
|
|
Direct
|
219.1
|
|
|
161.6
|
|
||
Total net revenue
|
$
|
735.5
|
|
|
$
|
559.9
|
|
|
|
|
April 30, 2019
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Commercial paper
|
$
|
57.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57.2
|
|
|
$
|
—
|
|
|
$
|
57.2
|
|
|
$
|
—
|
|
|
|
Money market funds
|
310.2
|
|
|
—
|
|
|
—
|
|
|
310.2
|
|
|
310.2
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other (2)
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commercial paper
|
19.9
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
|
—
|
|
|
19.9
|
|
|
—
|
|
|||||||
|
|
Common stock
|
2.6
|
|
|
0.1
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
59.2
|
|
|
7.1
|
|
|
—
|
|
|
66.3
|
|
|
66.3
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible debt securities (3)
|
1.1
|
|
|
0.4
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||||||
Derivative contract assets (4)
|
2.2
|
|
|
9.5
|
|
|
(2.0
|
)
|
|
9.7
|
|
|
—
|
|
|
9.1
|
|
|
0.6
|
|
|||||||||
Derivative contract liabilities (5)
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|||||||||
|
|
Total
|
$
|
454.4
|
|
|
$
|
17.1
|
|
|
$
|
(7.4
|
)
|
|
$
|
464.1
|
|
|
$
|
380.2
|
|
|
$
|
81.8
|
|
|
$
|
2.1
|
|
(1)
|
Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.
|
(2)
|
Consists of custody cash deposits and certificates of deposit.
|
(3)
|
Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(4)
|
Included in “Prepaid expenses and other current assets” or “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(5)
|
Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
|
|
|
|
January 31, 2019
|
||||||||||||||||||||||||||
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Certificates of deposit
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
|
Commercial paper
|
87.9
|
|
|
—
|
|
|
—
|
|
|
87.9
|
|
|
—
|
|
|
87.9
|
|
|
—
|
|
||||||||
|
Corporate debt securities
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||||||
|
Custody cash deposit
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||||
|
Money market funds
|
281.4
|
|
|
—
|
|
|
—
|
|
|
281.4
|
|
|
281.4
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Other (2)
|
6.2
|
|
|
1.1
|
|
|
—
|
|
|
7.3
|
|
|
2.7
|
|
|
4.6
|
|
|
—
|
|
|||||||
|
Short-term trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Mutual funds
|
56.6
|
|
|
3.7
|
|
|
—
|
|
|
60.3
|
|
|
60.3
|
|
|
—
|
|
|
—
|
|
|||||||
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Convertible debt securities (3)
|
4.6
|
|
|
1.9
|
|
|
(2.1
|
)
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|||||||||
Derivative contract assets (4)
|
1.7
|
|
|
8.6
|
|
|
(1.8
|
)
|
|
8.5
|
|
|
—
|
|
|
7.7
|
|
|
0.8
|
|
|||||||||
Derivative contract liabilities (5)
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
(7.4
|
)
|
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|||||||||
|
|
Total
|
$
|
445.2
|
|
|
$
|
15.3
|
|
|
$
|
(11.3
|
)
|
|
$
|
449.2
|
|
|
$
|
345.2
|
|
|
$
|
98.8
|
|
|
$
|
5.2
|
|
(1)
|
Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.
|
(2)
|
Consists of corporate bonds, commercial paper, and common stock.
|
(3)
|
Considered "available for sale" and included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
|
(4)
|
Included in “Prepaid expenses and other current assets,” “Other assets,” or “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
|
(5)
|
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, 2019
|
|
$
|
0.8
|
|
|
$
|
4.4
|
|
|
$
|
5.2
|
|
Impairments
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|||
Settlements
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|||
Loss included in earnings (1)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|||
Gain included in OCI
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||
Balances, April 30, 2019
|
|
$
|
0.6
|
|
|
$
|
1.5
|
|
|
$
|
2.1
|
|
|
|
Three months ended April 30, 2019
|
||||||||||||||||||||||
|
|
Net Revenue
|
|
Cost of revenue
|
|
Operating expenses
|
||||||||||||||||||
|
|
Subscription Revenue
|
|
Maintenance Revenue
|
|
Cost of subscription and maintenance revenue
|
|
Marketing and sales
|
|
Research and development
|
|
General and administrative
|
||||||||||||
Total amounts of income and expense line items presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded
|
|
$
|
595.8
|
|
|
$
|
112.0
|
|
|
$
|
59.7
|
|
|
$
|
313.3
|
|
|
$
|
205.6
|
|
|
$
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on cash flow hedging relationships in Subtopic ASC 815-20
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive income into income
|
|
$
|
2.2
|
|
|
$
|
1.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.8
|
)
|
|
Balance Sheet Location
|
|
Fair Value at
|
||||||
|
April 30, 2019
|
|
January 31, 2019
|
||||||
Derivative Assets
|
|
|
|
|
|
||||
Foreign currency contracts designated as cash flow hedges
|
Prepaid expenses and other current assets
|
|
$
|
5.9
|
|
|
$
|
4.3
|
|
Derivatives not designated as hedging instruments
|
Prepaid expenses and other current assets and Other assets
|
|
3.8
|
|
|
4.2
|
|
||
Total derivative assets
|
|
|
$
|
9.7
|
|
|
$
|
8.5
|
|
Derivative Liabilities
|
|
|
|
|
|
||||
Foreign currency contracts designated as cash flow hedges
|
Other accrued liabilities
|
|
$
|
3.6
|
|
|
$
|
3.3
|
|
Derivatives not designated as hedging instruments
|
Other accrued liabilities
|
|
1.8
|
|
|
4.1
|
|
||
Total derivative liabilities
|
|
|
$
|
5.4
|
|
|
$
|
7.4
|
|
|
Foreign Currency Contracts
|
||||||
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Amount of gain recognized in accumulated other comprehensive loss on derivatives (effective portion)
|
$
|
4.0
|
|
|
$
|
6.9
|
|
Amount and location of gain (loss) reclassified from accumulated other comprehensive loss into (loss) income (effective portion)
|
|
|
|
||||
Net revenue
|
$
|
3.5
|
|
|
$
|
(2.5
|
)
|
Cost of revenue
|
(0.1
|
)
|
|
—
|
|
||
Operating expenses
|
(2.7
|
)
|
|
3.3
|
|
||
Total
|
$
|
0.7
|
|
|
$
|
0.8
|
|
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
|
$
|
3.8
|
|
|
$
|
(0.2
|
)
|
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Amount and location of gain recognized on derivatives in net (loss)
|
|
|
|
||||
Interest and other expense, net
|
$
|
4.1
|
|
|
$
|
4.6
|
|
|
Number of shares (in millions)
|
|
Weighted average exercise price per share
|
|
Weighted average remaining contractual term (in years)
|
|
Aggregate intrinsic value (1) (in millions)
|
|||||
Options outstanding at January 31, 2019
|
0.8
|
|
|
$
|
23.95
|
|
|
|
|
|
||
Exercised
|
(0.1
|
)
|
|
24.72
|
|
|
|
|
|
|||
Options outstanding at April 30, 2019
|
0.7
|
|
|
$
|
23.92
|
|
|
7.5
|
|
$
|
115.2
|
|
Options vested and exercisable at April 30, 2019
|
0.2
|
|
|
$
|
34.91
|
|
|
3.5
|
|
$
|
22.7
|
|
Shares available for grant at April 30, 2019
|
—
|
|
|
|
|
|
|
|
(1)
|
Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $178.21 per share as of April 30, 2019.
|
(in millions)
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Pre-tax intrinsic value of options exercised (1)
|
$
|
8.4
|
|
|
$
|
3.4
|
|
(1)
|
The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of the stock on the date of exercise.
|
|
Unvested
restricted
stock units
|
|
Weighted
average grant
date fair value
per share
|
|||
|
(in thousands)
|
|
|
|||
Unvested restricted stock units at January 31, 2019
|
4,287.4
|
|
|
$
|
120.07
|
|
Granted
|
904.8
|
|
|
157.69
|
|
|
Vested
|
(429.6
|
)
|
|
117.08
|
|
|
Canceled/Forfeited
|
(104.5
|
)
|
|
123.87
|
|
|
Performance Adjustment (1)
|
23.8
|
|
|
156.69
|
|
|
Unvested restricted stock units at April 30, 2019
|
4,681.9
|
|
|
$
|
127.70
|
|
(1)
|
Based on Autodesk's financial results and relative total stockholder return for the fiscal 2019 performance period. The performance stock units were attained at rates ranging from 105.2% to 122.5% 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 2020 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 April 30,
|
||||||
|
2019
|
|
2018
|
||||
Issued shares (in millions)
|
0.5
|
|
|
0.5
|
|
||
Average price of issued shares
|
$
|
99.46
|
|
|
$
|
88.45
|
|
Weighted average grant date fair value of awards granted under the ESPP (1)
|
$
|
52.41
|
|
|
$
|
37.64
|
|
(1)
|
Calculated as of the award grant date using the Black-Scholes Merton (“BSM") option pricing model.
|
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Cost of subscription and maintenance revenue
|
$
|
3.6
|
|
|
$
|
2.7
|
|
Cost of other revenue
|
1.3
|
|
|
0.8
|
|
||
Marketing and sales
|
32.5
|
|
|
24.0
|
|
||
Research and development
|
26.7
|
|
|
17.8
|
|
||
General and administrative
|
11.1
|
|
|
9.1
|
|
||
Stock-based compensation expense related to stock awards and ESPP purchases
|
75.2
|
|
|
54.4
|
|
||
Tax benefit
|
(0.2
|
)
|
|
(0.4
|
)
|
||
Stock-based compensation expense related to stock awards and ESPP purchases, net of tax
|
$
|
75.0
|
|
|
$
|
54.0
|
|
|
Three months ended April 30, 2019
|
|
Three months ended April 30, 2018
|
||||
|
Performance Stock Unit
|
|
ESPP
|
|
Performance Stock Unit
|
|
ESPP
|
Range of expected volatilities
|
36.3%
|
|
36.6 - 39.7%
|
|
35.7%
|
|
33.5 - 37.5%
|
Range of expected lives (in years)
|
N/A
|
|
.5 - 2.0
|
|
N/A
|
|
0.5 - 2.0
|
Expected dividends
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Range of risk-free interest rates
|
2.5%
|
|
2.4 - 2.5%
|
|
2.0%
|
|
1.9 - 2.3%
|
|
April 30, 2019
|
|
January 31, 2019
|
||||
Developed technologies, at cost
|
$
|
669.6
|
|
|
$
|
670.2
|
|
Customer relationships, trade names, patents, and user lists, at cost (1)
|
532.1
|
|
|
533.1
|
|
||
Other intangible assets, at cost (2)
|
1,201.7
|
|
|
1,203.3
|
|
||
Less: Accumulated amortization
|
(939.9
|
)
|
|
(922.5
|
)
|
||
Other intangible assets, net
|
$
|
261.8
|
|
|
$
|
280.8
|
|
(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, 2019
|
$
|
2,600.0
|
|
Less: accumulated impairment losses as of January 31, 2019
|
(149.2
|
)
|
|
Net balance as of January 31, 2019
|
2,450.8
|
|
|
Effect of foreign currency translation, measurement period adjustments, and other (1)
|
(4.6
|
)
|
|
Balance as of April 30, 2019
|
$
|
2,446.2
|
|
|
April 30, 2019
|
|
January 31, 2019
|
||||
Computer hardware, at cost
|
$
|
178.5
|
|
|
$
|
190.2
|
|
Computer software, at cost
|
62.4
|
|
|
66.7
|
|
||
Leasehold improvements, land and buildings, at cost
|
257.2
|
|
|
247.8
|
|
||
Furniture and equipment, at cost
|
62.6
|
|
|
67.2
|
|
||
|
560.7
|
|
|
571.9
|
|
||
Less: Accumulated depreciation
|
(408.1
|
)
|
|
(422.2
|
)
|
||
Computer software, hardware, leasehold improvements, furniture and equipment, net
|
$
|
152.6
|
|
|
$
|
149.7
|
|
|
Three months ended April 30, 2019
|
||||||||||||||||||||||
|
Cost of subscription and maintenance revenue
|
|
Cost of other revenue
|
|
Marketing and sales
|
|
Research and development
|
|
General and administrative
|
|
Total
|
||||||||||||
Operating lease cost
|
$
|
1.6
|
|
|
$
|
0.4
|
|
|
$
|
8.8
|
|
|
$
|
6.7
|
|
|
$
|
2.8
|
|
|
$
|
20.3
|
|
Variable lease cost
|
0.2
|
|
|
0.1
|
|
|
1.3
|
|
|
1.0
|
|
|
0.4
|
|
|
$
|
3.0
|
|
|
Three months ended April 30,
|
||
|
2019
|
||
Operating cash flows from operating leases (1)
|
$
|
(23.6
|
)
|
Non-cash operating lease liabilities arising from obtaining operating lease right-of-use assets
|
44.0
|
|
Fiscal year ending
|
|
||
2020 (remainder)
|
$
|
49.2
|
|
2021
|
75.9
|
|
|
2022
|
65.1
|
|
|
2023
|
57.9
|
|
|
2024
|
43.8
|
|
|
Thereafter
|
75.3
|
|
|
|
367.2
|
|
|
Less imputed interest
|
42.4
|
|
|
Present value of operating lease liabilities
|
$
|
324.8
|
|
|
Common stock and additional paid-in capital
|
|
Accumulated other comprehensive loss
|
|
Accumulated deficit
|
|
Total stockholders' deficit
|
|||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||
Balances, January 31, 2019
|
219.4
|
|
|
$
|
2,071.5
|
|
|
$
|
(135.0
|
)
|
|
$
|
(2,147.4
|
)
|
|
$
|
(210.9
|
)
|
Common shares issued under stock plans
|
0.8
|
|
|
21.1
|
|
|
—
|
|
|
—
|
|
|
21.1
|
|
||||
Stock-based compensation expense
|
—
|
|
|
75.2
|
|
|
—
|
|
|
—
|
|
|
75.2
|
|
||||
Post-combination expense related to equity awards assumed
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.2
|
)
|
|
(24.2
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
(6.6
|
)
|
||||
Repurchase and retirement of common shares
|
(0.6
|
)
|
|
(45.5
|
)
|
|
—
|
|
|
(54.5
|
)
|
|
(100.0
|
)
|
||||
Balances, April 30, 2019
|
219.6
|
|
|
$
|
2,123.1
|
|
|
$
|
(141.6
|
)
|
|
$
|
(2,226.8
|
)
|
|
$
|
(245.3
|
)
|
(1)
|
During the three months ended April 30, 2019, Autodesk repurchased 0.6 million shares at an average repurchase price of $171.84 per share. At April 30, 2019, 16.8 million shares remained available for repurchase under the repurchase program approved by the Board of Directors.
|
|
Common stock and additional paid-in capital
|
|
Accumulated other comprehensive loss
|
|
Accumulated deficit
|
|
Total stockholders' deficit
|
|||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||
Balances, January 31, 2018
|
218.3
|
|
|
$
|
1,952.7
|
|
|
$
|
(123.8
|
)
|
|
$
|
(2,084.9
|
)
|
|
$
|
(256.0
|
)
|
Common shares issued under stock plans
|
1.0
|
|
|
10.3
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
||||
Stock-based compensation expense
|
—
|
|
|
54.4
|
|
|
—
|
|
|
—
|
|
|
54.4
|
|
||||
Cumulative effect of accounting changes
|
|
|
|
|
|
|
|
|
|
176.1
|
|
|
176.1
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.4
|
)
|
|
(82.4
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
||||
Repurchase and retirement of common shares
|
(0.2
|
)
|
|
(16.4
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
(21.0
|
)
|
||||
Balances, April 30, 2018
|
219.1
|
|
|
2,001.0
|
|
|
(133.8
|
)
|
|
(1,995.8
|
)
|
|
(128.6
|
)
|
||||
Common shares issued under stock plans
|
0.2
|
|
|
(12.9
|
)
|
|
—
|
|
|
—
|
|
|
(12.9
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
56.9
|
|
|
—
|
|
|
—
|
|
|
56.9
|
|
||||
Cumulative effect of accounting changes
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
1.4
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.4
|
)
|
|
(39.4
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|
(17.1
|
)
|
||||
Shares issued for acquisition
|
0.3
|
|
|
44.8
|
|
|
—
|
|
|
—
|
|
|
44.8
|
|
||||
Repurchase and retirement of common shares
|
(1.1
|
)
|
|
(77.3
|
)
|
|
—
|
|
|
(69.4
|
)
|
|
(146.7
|
)
|
||||
Balances, July 31, 2018
|
218.5
|
|
|
2,012.5
|
|
|
(150.9
|
)
|
|
(2,103.2
|
)
|
|
(241.6
|
)
|
||||
Common shares issued under stock plans
|
1.4
|
|
|
(28.0
|
)
|
|
—
|
|
|
—
|
|
|
(28.0
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
64.2
|
|
|
—
|
|
|
—
|
|
|
64.2
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.7
|
)
|
|
(23.7
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
(6.6
|
)
|
||||
Repurchase and retirement of common shares
|
(0.8
|
)
|
|
(39.6
|
)
|
|
—
|
|
|
(63.0
|
)
|
|
(102.6
|
)
|
||||
Balances, October 31, 2018
|
219.1
|
|
|
2,009.1
|
|
|
(157.5
|
)
|
|
(2,189.9
|
)
|
|
(338.3
|
)
|
||||
Common shares issued under stock plans
|
0.4
|
|
|
(21.9
|
)
|
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
74.0
|
|
|
—
|
|
|
—
|
|
|
74.0
|
|
||||
Purchase price accounting adjustment
|
|
|
|
10.3
|
|
|
|
|
|
|
|
|
10.3
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
64.7
|
|
|
64.7
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
22.5
|
|
|
—
|
|
|
22.5
|
|
||||
Repurchase and retirement of common shares
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(22.2
|
)
|
|
(22.2
|
)
|
||||
Balances, January 31, 2019
|
219.4
|
|
|
$
|
2,071.5
|
|
|
$
|
(135.0
|
)
|
|
$
|
(2,147.4
|
)
|
|
$
|
(210.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Gains (Losses) on Derivative Instruments
|
|
Net Unrealized Gains (Losses) on Available-for-Sale Debt Securities
|
|
Defined Benefit Pension Components
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||||
Balances, January 31, 2019
|
$
|
15.0
|
|
|
$
|
3.3
|
|
|
$
|
(16.3
|
)
|
|
$
|
(137.0
|
)
|
|
$
|
(135.0
|
)
|
Other comprehensive income (loss) before reclassifications
|
4.3
|
|
|
1.5
|
|
|
—
|
|
|
(10.8
|
)
|
|
(5.0
|
)
|
|||||
Pre-tax losses reclassified from accumulated other comprehensive loss
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||
Tax effects
|
(0.3
|
)
|
|
(0.4
|
)
|
|
0.1
|
|
|
0.4
|
|
|
(0.2
|
)
|
|||||
Net current period other comprehensive income (loss)
|
3.3
|
|
|
1.1
|
|
|
(0.6
|
)
|
|
(10.4
|
)
|
|
(6.6
|
)
|
|||||
Balances, April 30, 2019
|
$
|
18.3
|
|
|
$
|
4.4
|
|
|
$
|
(16.9
|
)
|
|
$
|
(147.4
|
)
|
|
$
|
(141.6
|
)
|
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(24.2
|
)
|
|
$
|
(82.4
|
)
|
Denominator:
|
|
|
|
||||
Denominator for basic net loss per share—weighted average shares
|
219.6
|
|
|
218.6
|
|
||
Effect of dilutive securities (1)
|
—
|
|
|
—
|
|
||
Denominator for dilutive net loss per share
|
219.6
|
|
|
218.6
|
|
||
Basic net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.38
|
)
|
Diluted net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.38
|
)
|
(1)
|
The effect of dilutive securities of 2.3 million and 3.0 million shares in the three months ended April 30, 2019 and 2018, 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.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Total net revenue increased 31% to $735.5 million for the three months ended April 30, 2019, compared to the same period in the prior fiscal year.
|
•
|
Total ARR was $2.83 billion, an increase of 33% compared to the same period in the prior fiscal year.
|
•
|
Subscription plan ARR was $2.38 billion, an increase of 70% compared to the first quarter in the prior fiscal year.
|
•
|
Deferred revenue was $2.15 billion, an increase of 3% compared to the fourth quarter in the prior fiscal year. Total deferred revenue (deferred revenue plus unbilled deferred revenue) was $2.74 billion, an increase of 2% compared to the fourth quarter in the prior fiscal year.
|
|
Three months ended April 30, 2019
|
|
Change compared to
prior fiscal year |
|
Three months ended April 30, 2018
|
|||||||||
(In millions, except percentage data)
|
|
$
|
|
%
|
|
|||||||||
Recurring Revenue (1)
|
$
|
707.8
|
|
|
$
|
176.2
|
|
|
33
|
%
|
|
$
|
531.6
|
|
As a percentage of net revenue
|
96
|
%
|
|
N/A
|
|
|
N/A
|
|
|
95
|
%
|
(1)
|
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 Statements of Operations.
|
|
Balances, April 30, 2019
|
|
Change compared to
prior fiscal year end |
|
Balances, January 31, 2019
|
|||||||||
|
|
$
|
|
%
|
|
|||||||||
ARR (in millions)
|
|
|
|
|
|
|
|
|||||||
Subscription plan ARR
|
$
|
2,383.3
|
|
|
$
|
183.2
|
|
|
8
|
%
|
|
$
|
2,200.1
|
|
Maintenance plan ARR
|
447.9
|
|
|
(101.4
|
)
|
|
(18
|
)%
|
|
549.3
|
|
|||
Total ARR (1)
|
$
|
2,831.2
|
|
|
$
|
81.8
|
|
|
3
|
%
|
|
$
|
2,749.4
|
|
(1)
|
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 Statements of Operations.
|
|
Three months ended April 30, 2019
|
||||||
|
Percent change compared to
prior fiscal year |
|
Constant Currency percent change compared to
prior fiscal year (1) |
|
Positive/Negative/Neutral impact from foreign exchange rate changes
|
||
Net revenue
|
31
|
%
|
|
30
|
%
|
|
Positive
|
Total spend (2)
|
16
|
%
|
|
17
|
%
|
|
Positive
|
(1)
|
Please refer to the Glossary of Terms for the definitions of our constant currency growth rates.
|
(2)
|
Spend is the sum of total cost of revenue and total operating expenses.
|
(in millions)
|
April 30, 2019
|
|
January 31, 2019
|
||||
Deferred revenue
|
$
|
2,153.5
|
|
|
$
|
2,091.4
|
|
Unbilled deferred revenue
|
589.1
|
|
|
591.0
|
|
||
Total deferred revenue
|
$
|
2,742.6
|
|
|
$
|
2,682.4
|
|
|
Three months ended
|
|
Change compared to
prior fiscal year |
|
Three months ended
|
|
Management comments
|
|||||||||
(In millions, except percentages)
|
April 30, 2019
|
$
|
|
%
|
|
April 30, 2018
|
|
|||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
595.8
|
|
|
$
|
245.4
|
|
|
70
|
%
|
|
$
|
350.4
|
|
|
Up due to growth across all subscription plan types, led by renewal product subscription revenue, which benefited from the success of the M2S program. Also contributing to the increase was growth in new product subscriptions, cloud service offerings and EBA offerings.
|
Maintenance (1)
|
112.0
|
|
|
(69.2
|
)
|
|
(38
|
)%
|
|
181.2
|
|
|
Down primarily due to the migration of maintenance plan subscriptions to subscription plan subscriptions with the M2S program.
|
|||
Total subscription and maintenance revenue
|
707.8
|
|
|
176.2
|
|
|
33
|
%
|
|
531.6
|
|
|
|
|||
Other
|
27.7
|
|
|
(0.6
|
)
|
|
(2
|
)%
|
|
28.3
|
|
|
|
|||
|
$
|
735.5
|
|
|
$
|
175.6
|
|
|
31
|
%
|
|
$
|
559.9
|
|
|
|
(1)
|
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.
|
|
Three months ended
|
|
Change compared to
prior fiscal year |
|
Three months ended
|
|
Management comments
|
|||||||||
(In millions, except percentages)
|
April 30, 2019
|
$
|
|
%
|
|
April 30, 2018
|
|
|||||||||
Net Revenue by Product Family:
|
|
|
|
|
|
|
|
|
|
|||||||
AEC
|
$
|
304.3
|
|
|
$
|
82.5
|
|
|
37
|
%
|
|
$
|
221.8
|
|
|
Up due to increases in revenue from AEC Collections, PlanGrid, EBAs and BIM 360.
|
AutoCAD and AutoCAD LT
|
213.2
|
|
|
57.6
|
|
|
37
|
%
|
|
155.6
|
|
|
Up due to increases in revenue from both AutoCAD and AutoCAD LT.
|
|||
MFG
|
167.5
|
|
|
32.1
|
|
|
24
|
%
|
|
135.4
|
|
|
Up due to increases in revenue from MFG Collections and EBAs.
|
|||
M&E
|
45.5
|
|
|
3.7
|
|
|
9
|
%
|
|
41.8
|
|
|
Up due to increases in revenue from 3DS Max, Maya and M&E Collections.
|
|||
Other
|
5.0
|
|
|
(0.3
|
)
|
|
(6
|
)%
|
|
5.3
|
|
|
|
|||
|
$
|
735.5
|
|
|
$
|
175.6
|
|
|
31
|
%
|
|
$
|
559.9
|
|
|
|
|
Three months ended April 30, 2019
|
|
Change compared to
prior fiscal year |
|
Constant currency change compared to prior fiscal year
|
|
Three months ended April 30, 2018
|
||||||||||
(In millions, except percentages)
|
|
$
|
|
%
|
|
%
|
|
||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
249.1
|
|
|
$
|
53.2
|
|
|
27
|
%
|
|
*
|
|
|
$
|
195.9
|
|
Other Americas
|
46.7
|
|
|
9.1
|
|
|
24
|
%
|
|
*
|
|
|
37.6
|
|
|||
Total Americas
|
295.8
|
|
|
62.3
|
|
|
27
|
%
|
|
27
|
%
|
|
233.5
|
|
|||
EMEA
|
297.2
|
|
|
76.3
|
|
|
35
|
%
|
|
31
|
%
|
|
220.9
|
|
|||
APAC
|
142.5
|
|
|
37.0
|
|
|
35
|
%
|
|
36
|
%
|
|
105.5
|
|
|||
Total Net Revenue
|
$
|
735.5
|
|
|
$
|
175.6
|
|
|
31
|
%
|
|
30
|
%
|
|
$
|
559.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Emerging Economies
|
$
|
87.9
|
|
|
$
|
22.7
|
|
|
35
|
%
|
|
35
|
%
|
|
$
|
65.2
|
|
|
Three months ended
|
|
Change compared to
prior fiscal year |
|
Three months ended
|
|
Management Comments
|
|||||||||
(In millions, except percentages)
|
April 30, 2019
|
$
|
|
%
|
|
April 30, 2018
|
|
|||||||||
Net Revenue by Sales Channel:
|
|
|
|
|
|
|
|
|
|
|||||||
Indirect
|
$
|
516.4
|
|
|
$
|
118.1
|
|
|
30
|
%
|
|
$
|
398.3
|
|
|
Up due to an increase in subscription revenue.
|
Direct
|
219.1
|
|
|
57.5
|
|
|
36
|
%
|
|
161.6
|
|
|
Up due to an increase in revenue from EBAs and our online Autodesk branded store.
|
|||
Total Net Revenue
|
$
|
735.5
|
|
|
$
|
175.6
|
|
|
31
|
%
|
|
$
|
559.9
|
|
|
|
|
Three months ended
|
|
Change compared to
prior fiscal year |
|
Three months ended
|
|
Management comments
|
|||||||||
(In millions, except percentages)
|
April 30, 2019
|
$
|
|
%
|
|
April 30, 2018
|
|
|||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Subscription and maintenance
|
$
|
59.7
|
|
|
$
|
9.3
|
|
|
18
|
%
|
|
$
|
50.4
|
|
|
Up primarily due to an increase in employee-related costs due to higher headcount partially as a result of our recent acquisitions in the fourth quarter of fiscal year 2019 as well as an increase in cloud hosting costs.
|
Other
|
13.8
|
|
|
1.0
|
|
|
8
|
%
|
|
12.8
|
|
|
Up primarily due to an increase in employee-related costs due to higher headcount partially as a result of our recent acquisitions in the fourth quarter of fiscal year 2019.
|
|||
Amortization of developed technology
|
9.2
|
|
|
5.6
|
|
|
156
|
%
|
|
3.6
|
|
|
Up due to an increase in amortization expense from acquired developed technologies as a result of our recent acquisitions in the fourth quarter of fiscal year 2019.
|
|||
Total cost of revenue
|
$
|
82.7
|
|
|
$
|
15.9
|
|
|
24
|
%
|
|
$
|
66.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marketing and sales
|
$
|
313.3
|
|
|
$
|
36.9
|
|
|
13
|
%
|
|
$
|
276.4
|
|
|
Up due to an increase in employee-related costs driven by higher headcount partially as a result of our recent acquisitions in the fourth quarter of fiscal year 2019.
|
Research and development
|
205.6
|
|
|
32.8
|
|
|
19
|
%
|
|
172.8
|
|
|
Up due to an increase in employee-related costs driven by higher headcount partially as a result of our recent acquisitions in the fourth quarter of fiscal year 2019.
|
|||
General and administrative
|
99.1
|
|
|
26.2
|
|
|
36
|
%
|
|
72.9
|
|
|
Up primarily due to an increase in employee-related costs as a result of higher headcount partially as a result of our recent acquisitions in the fourth quarter of fiscal year 2019.
|
|||
Amortization of purchased intangibles
|
9.8
|
|
|
6.0
|
|
|
158
|
%
|
|
3.8
|
|
|
Up due to an increase in amortization expense from acquired purchased intangibles as a result of our recent acquisitions in the fourth quarter of fiscal year 2019.
|
|||
Restructuring and other exit costs, net
|
0.2
|
|
|
(22.3
|
)
|
|
*
|
|
|
22.5
|
|
|
Decreased as we substantially completed the actions authorized under the Fiscal 2018 restructuring plan.
|
|||
Total operating expenses
|
$
|
628.0
|
|
|
$
|
79.6
|
|
|
15
|
%
|
|
$
|
548.4
|
|
|
|
|
Absolute dollar impact
|
|
Percent of net revenue impact
|
Cost of revenue
|
increase
|
|
decrease
|
Marketing and sales
|
increase
|
|
decrease
|
Research and development
|
increase
|
|
decrease
|
General and administrative
|
increase
|
|
decrease
|
Amortization of purchased intangibles
|
increase
|
|
flat
|
|
Three months ended April 30,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Interest and investment expense, net
|
$
|
(13.0
|
)
|
|
$
|
(13.2
|
)
|
Gain on foreign currency
|
0.7
|
|
|
2.1
|
|
||
(Loss) gain on strategic investments and dispositions, net
|
(5.0
|
)
|
|
2.7
|
|
||
Other income (expense)
|
1.1
|
|
|
(0.1
|
)
|
||
Interest and other expense, net
|
$
|
(16.2
|
)
|
|
$
|
(8.5
|
)
|
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(Unaudited)
|
||||||
Gross profit
|
$
|
652.8
|
|
|
$
|
493.1
|
|
Non-GAAP gross profit
|
$
|
666.9
|
|
|
$
|
500.2
|
|
Gross margin
|
89
|
%
|
|
88
|
%
|
||
Non-GAAP gross margin
|
91
|
%
|
|
89
|
%
|
||
Income (loss) from operations
|
$
|
24.8
|
|
|
$
|
(55.3
|
)
|
Non-GAAP income from operations
|
$
|
131.9
|
|
|
$
|
29.0
|
|
Operating margin
|
3
|
%
|
|
(10
|
)%
|
||
Non-GAAP operating margin
|
18
|
%
|
|
5
|
%
|
||
Net loss
|
$
|
(24.2
|
)
|
|
$
|
(82.4
|
)
|
Non-GAAP net income
|
$
|
99.0
|
|
|
$
|
14.4
|
|
GAAP diluted net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.38
|
)
|
Non-GAAP diluted net income per share
|
$
|
0.45
|
|
|
$
|
0.06
|
|
GAAP diluted weighted average shares used in per share calculation
|
219.6
|
|
|
218.6
|
|
||
Non-GAAP diluted weighted average shares used in per share calculation
|
222.0
|
|
|
221.6
|
|
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(Unaudited)
|
||||||
Gross profit
|
$
|
652.8
|
|
|
$
|
493.1
|
|
Stock-based compensation expense
|
4.9
|
|
|
3.5
|
|
||
Amortization of developed technologies
|
9.2
|
|
|
3.6
|
|
||
Non-GAAP gross profit
|
$
|
666.9
|
|
|
$
|
500.2
|
|
Gross margin
|
89
|
%
|
|
88
|
%
|
||
Stock-based compensation expense
|
1
|
%
|
|
1
|
%
|
||
Amortization of developed technologies
|
1
|
%
|
|
1
|
%
|
||
Non-GAAP gross margin (1)
|
91
|
%
|
|
89
|
%
|
||
Income (loss) from operations
|
$
|
24.8
|
|
|
$
|
(55.3
|
)
|
Stock-based compensation expense
|
75.2
|
|
|
54.4
|
|
||
Amortization of developed technologies
|
9.2
|
|
|
3.6
|
|
||
Amortization of purchased intangibles
|
9.8
|
|
|
3.8
|
|
||
Acquisition related costs
|
12.7
|
|
|
—
|
|
||
Restructuring and other exit costs, net
|
0.2
|
|
|
22.5
|
|
||
Non-GAAP income from operations
|
$
|
131.9
|
|
|
$
|
29.0
|
|
Operating margin
|
3
|
%
|
|
(10
|
)%
|
||
Stock-based compensation expense
|
10
|
%
|
|
10
|
%
|
||
Amortization of developed technologies
|
1
|
%
|
|
1
|
%
|
||
Amortization of purchased intangibles
|
1
|
%
|
|
1
|
%
|
||
Acquisition related costs
|
2
|
%
|
|
—
|
%
|
||
Restructuring and other exit costs, net
|
—
|
%
|
|
4
|
%
|
||
Non-GAAP operating margin (1)
|
18
|
%
|
|
5
|
%
|
||
Net loss
|
$
|
(24.2
|
)
|
|
$
|
(82.4
|
)
|
Stock-based compensation expense
|
75.2
|
|
|
54.4
|
|
||
Amortization of developed technologies
|
9.2
|
|
|
3.6
|
|
||
Amortization of purchased intangibles
|
9.8
|
|
|
3.8
|
|
||
Acquisition related costs
|
12.7
|
|
|
—
|
|
||
Restructuring and other exit costs, net
|
0.2
|
|
|
22.5
|
|
||
Loss (gain) on strategic investments and dispositions, net
|
5.0
|
|
|
(2.7
|
)
|
||
Discrete tax provision items
|
(2.3
|
)
|
|
—
|
|
||
Income tax effect of non-GAAP adjustments
|
13.4
|
|
|
15.2
|
|
||
Non-GAAP net income
|
$
|
99.0
|
|
|
$
|
14.4
|
|
|
Three months ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(Unaudited)
|
||||||
Diluted net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.38
|
)
|
Stock-based compensation expense
|
0.34
|
|
|
0.25
|
|
||
Amortization of developed technologies
|
0.04
|
|
|
0.02
|
|
||
Amortization of purchased intangibles
|
0.04
|
|
|
0.02
|
|
||
Acquisition related costs
|
0.07
|
|
|
—
|
|
||
Restructuring and other exit costs, net
|
—
|
|
|
0.09
|
|
||
Loss (gain) on strategic investments and dispositions, net
|
0.02
|
|
|
(0.01
|
)
|
||
Discrete tax provision items
|
(0.01
|
)
|
|
—
|
|
||
Income tax effect of non-GAAP adjustments
|
0.06
|
|
|
0.07
|
|
||
Non-GAAP diluted net income per share
|
$
|
0.45
|
|
|
$
|
0.06
|
|
(1)
|
Totals may not sum due to rounding.
|
|
Three Months Ended April 30,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Net cash provided by (used in) operating activities
|
$
|
221.2
|
|
|
$
|
(16.9
|
)
|
Net cash (used in) provided by investing activities
|
(29.2
|
)
|
|
47.6
|
|
||
Net cash used in financing activities
|
(192.4
|
)
|
|
(11.7
|
)
|
(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)
|
|||||
February 1 - February 28
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
17.4
|
|
March 1 - March 31
|
—
|
|
|
—
|
|
|
—
|
|
|
17.4
|
|
|
April 1 - April 30
|
0.6
|
|
|
171.84
|
|
|
0.6
|
|
|
16.8
|
|
|
Total
|
0.6
|
|
|
$
|
171.84
|
|
|
0.6
|
|
|
|
|
(1)
|
This 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. See Note 15, “Stockholders' Deficit,” in the Notes to the unaudited Condensed Consolidated Financial Statements for further discussion.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the inability to retain customers, key employees, vendors, distributors, business partners, and other entities associated with the acquired business;
|
•
|
the potential that due diligence of the acquired business or solution does not identify significant problems;
|
•
|
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;
|
•
|
the potential for incompatible business cultures;
|
•
|
significantly higher than anticipated transaction or integration-related costs;
|
•
|
the potential additional exposure to fluctuations in currency exchange rates; and
|
•
|
the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business.
|
•
|
economic volatility;
|
•
|
tariffs, quotas, and other trade barriers and restrictions;
|
•
|
fluctuating currency exchange rates, including devaluations, currency controls and inflation, and 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;
|
•
|
operating in locations with a higher incidence of corruption and fraudulent business practices, particularly in emerging economies;
|
•
|
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;
|
•
|
difficulties in staffing and managing foreign sales and development operations;
|
•
|
local competition;
|
•
|
longer collection cycles for accounts receivable;
|
•
|
U.S. and foreign tax law changes impacting how multinational companies are taxed;
|
•
|
laws regarding the management of and access to data and public networks;
|
•
|
possible future limitations upon foreign owned businesses;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
inadequate local infrastructure;
|
•
|
greater difficulty in protecting intellectual property;
|
•
|
software piracy; and
|
•
|
other factors beyond our control, including popular uprisings, terrorism, war, natural disasters, and diseases.
|
•
|
general market, economic, business, and political conditions in particular geographies, including Europe, APAC, and emerging economies;
|
•
|
failure to produce sufficient revenue, ARR, billings, subscription, profitability and cash flow growth;
|
•
|
security breaches, related reputational harm, and potential financial penalties to customers and government entities;
|
•
|
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;
|
•
|
potential goodwill impairment charges related to prior acquisitions;
|
•
|
failure to manage spend;
|
•
|
changes in billings linearity;
|
•
|
changes in subscription mix, pricing pressure or changes in subscription pricing;
|
•
|
weak or negative growth in one or more of the industries we serve, including AEC, manufacturing, and digital media and entertainment markets;
|
•
|
the success of new business or sales initiatives;
|
•
|
restructuring or other accounting charges and unexpected costs or other operating expenses;
|
•
|
timing of additional investments in our technologies or deployment of our services;
|
•
|
changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board, Securities Exchange Commission or other rule-making bodies;
|
•
|
dependence on and the timing of large transactions;
|
•
|
adjustments arising from ongoing or future tax examinations;
|
•
|
the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and to finance infrastructure projects;
|
•
|
failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services;
|
•
|
our ability to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices and new computing platforms;
|
•
|
the timing of the introduction of new products by us or our competitors;
|
•
|
the financial and business condition of our reseller and distribution channels;
|
•
|
perceived or actual technical or other problems with a product or combination of subscriptions;
|
•
|
unexpected or negative outcomes of matters and expenses relating to litigation or regulatory inquiries;
|
•
|
increases in cloud functionality-related expenses;
|
•
|
timing of releases and retirements of offerings;
|
•
|
changes in tax laws, regulations or tax accounting rules, such as increased use of fair value measures;
|
•
|
changes in sales compensation practices;
|
•
|
failure to effectively implement and maintain our copyright legalization programs, especially in developing countries;
|
•
|
renegotiation or termination of royalty or intellectual property arrangements;
|
•
|
fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity;
|
•
|
interruptions or terminations in the business of our consultants or third-party developers;
|
•
|
the timing and degree of expected investments in growth and efficiency opportunities;
|
•
|
failure to achieve continued success in technology advancements;
|
•
|
catastrophic events or natural disasters;
|
•
|
regulatory compliance costs; and
|
•
|
failure to appropriately estimate the scope of services under consulting arrangements.
|
•
|
cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments;
|
•
|
increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and our industry;
|
•
|
impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate or other purposes; and
|
•
|
due to limitations within the debt instruments, restrict our ability to grant liens on property, enter into certain mergers, dispose of all or substantially all of the assets of Autodesk and its subsidiaries, taken as a whole, materially change our business and incur subsidiary indebtedness, subject to customary exceptions.
|
•
|
shortfalls in our expected financial results, including net revenue, ARR, billings, earnings and cash flow or key performance metrics, such as Net revenue retention rate or subscriptions;
|
•
|
quarterly variations in our or our competitors' results of operations;
|
•
|
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;
|
•
|
uncertainty about certain governments' abilities to repay debt or effect fiscal policy;
|
•
|
the announcement of new offerings or enhancements by us or our competitors;
|
•
|
unusual events such as significant acquisitions, divestitures, regulatory actions, and litigation;
|
•
|
changes in laws, rules, or regulations applicable to our business;
|
•
|
outstanding debt service obligations; and
|
•
|
other factors, including factors unrelated to our operating performance, such as instability affecting the economy or the operating performance of our competitors.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1 †
|
|
|
|
|
|
101.INS ††
|
|
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
|
|
|
|
101.SCH ††
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL ††
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF ††
|
|
XBRL Taxonomy Definition Linkbase
|
|
|
|
101.LAB ††
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE ††
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
*
|
Denotes a management contract or compensatory plan or arrangement.
|
†
|
The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
|
|
††
|
The financial information contained in these XBRL documents is unaudited.
|
|
AUTODESK, INC.
|
(Registrant)
|
|
/s/ R. SCOTT HERREN
|
R. Scott Herren
|
Senior Vice President and Chief Financial Officer
|
(Principal Financial Officer and Principal Accounting 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:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ANDREW ANAGNOST
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Andrew Anagnost
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President and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this report on Form 10-Q of Autodesk, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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
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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 and Principal Accounting 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 and Principal Accounting Officer)
|