FISCAL YEAR
2016
Annual Report
Notice of annual meeting and
proxy statement
Autodesk, Inc., 111 McInnis Parkway, San Rafael, CA 94903
Autodesk is a registered trademark or trademark of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries.
All other brand names, product names, or trademarks belong to their respective holders. Autodesk reserves the right to alter product and
services offerings, and specifications and pricing at any time without notice, and is not responsible for typographical or graphical errors that
may appear in this document.
©
2 016
Autodesk, Inc. All rights reserved.
300315_Autodesk_2016_CVR.indd 1
4/14/16 10:44 PM
May 2, 2016
Dear Autodesk Stockholder:
(cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:9)(cid:3)(cid:7)(cid:10)(cid:11)(cid:6)(cid:12)(cid:12)(cid:13)(cid:5)(cid:11)(cid:14)(cid:15)(cid:11)(cid:16)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:6)(cid:16)(cid:16)(cid:8)(cid:14)(cid:10)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)(cid:5)(cid:17)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:25)(cid:8)(cid:8)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)(cid:27)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)(cid:29)(cid:3)(cid:12)(cid:10)(cid:8)(cid:7)(cid:18)(cid:5)(cid:16)(cid:3)(cid:5)(cid:30)(cid:8)(cid:5)(cid:29)(cid:8)(cid:12)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:31)(cid:8)(cid:10)(cid:14)(cid:8)(cid:18)(cid:10)(cid:6)(cid:13)!(cid:5)"(cid:4)(cid:14)(cid:8) 15,
2016, at 3:00 p.m., Pacific Time, at our San Francisco office, The Landmark, One Market Street, 2nd Floor, San Francisco,
California 94105.
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The 2016 Annual Meeting of Stockholders will be held for the following purposes:
1. To elect the eleven directors listed in the accompanying Proxy Statement;
2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending January 31, 2017;
3. To hold a non-binding vote to approve compensation for our named executive officers; and
4. To transact such other business as may properly come before the Annual Meeting.
The accompanying Notice of 2016 Annual Meeting of Stockholders and Proxy Statement describe these proposals in
greater detail. We encourage you to read this information carefully.
We are once again relying on the Securities and Exchange Commission rule that allows us to furnish our proxy materials
to our stockholders over the Internet rather than in paper form. We believe this delivery process reduces both our environmental
impact and the costs of printing and distributing our proxy materials without hindering our stockholders' timely access to this
important information.
We hope you will be able to attend this year's Annual Meeting. We will report on fiscal 2016, and there will be an
opportunity for stockholders to ask questions. Even if you plan to attend the meeting, please ensure that you are represented by
voting in advance. You can vote online or by telephone, or you can request, sign, date and return a proxy card, to ensure your
representation at the meeting. Your vote is very important.
On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk.
Very truly yours,
Carl Bass
President and Chief Executive Officer
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS
Time and Date
Place
Items of Business
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Adjournments and Postponements
Record Date
Voting
Wednesday, June 15, 2016, at 3:00 p.m., Pacific Time.
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2nd Floor, San Francisco, California 94105.
(1)
(2)
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To elect the eleven directors listed in the accompanying Proxy Statement to
serve for the coming year and until their successors are duly elected and
qualified.
To ratify the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending January 31,
2017.
To hold a non-binding vote to approve compensation for our named
executive officers.
To transact such other business as may properly come before the Annual
Meeting.
These items of business are more fully described in the Proxy Statement
accompanying this Notice of 2016 Annual Meeting of Stockholders.
Any action on the items of business described above may be considered at the
Annual Meeting at the time and on the date specified above or at any time and
date to which the Annual Meeting is properly adjourned or postponed.
You are entitled to vote if you were a stockholder as of the close of business on
April 19, 2016.
Your vote is very important. Even if you plan to attend the Annual Meeting,
we encourage you to read the Proxy Statement and to vote. You can vote
online or by telephone, or you can request, sign, date and return your proxy
card as soon as possible. For specific instructions on how to vote your
(cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:2)(cid:7)(cid:8)(cid:9)(cid:10)(cid:6)(cid:4)(cid:2)(cid:6)(cid:8)(cid:5)(cid:6)(cid:11)(cid:6)(cid:5)(cid:8)(cid:12)(cid:13)(cid:8)(cid:12)(cid:3)(cid:6)(cid:8)(cid:2)(cid:6)(cid:14)(cid:12)(cid:15)(cid:13)(cid:16)(cid:8)(cid:6)(cid:16)(cid:12)(cid:15)(cid:12)(cid:10)(cid:6)(cid:17)(cid:8)(cid:18)(cid:19)(cid:20)(cid:6)(cid:2)(cid:12)(cid:15)(cid:13)(cid:16)(cid:2)(cid:8)(cid:4)(cid:16)(cid:17)(cid:8)(cid:21)(cid:16)(cid:2)(cid:22)(cid:6)(cid:5)(cid:2)(cid:8)(cid:21)(cid:23)(cid:13)(cid:20)(cid:12)(cid:8)
the 2016 (cid:21)(cid:16)(cid:16)(cid:20)(cid:4)(cid:10)(cid:8)(cid:24)(cid:6)(cid:6)(cid:12)(cid:15)(cid:16)(cid:25)(cid:8)(cid:4)(cid:16)(cid:17)(cid:8)(cid:26)(cid:5)(cid:13)(cid:14)(cid:6)(cid:17)(cid:20)(cid:5)(cid:4)(cid:10)(cid:8)(cid:24)(cid:4)(cid:12)(cid:12)(cid:6)(cid:5)(cid:2)(cid:27)(cid:8)(cid:23)(cid:6)(cid:25)(cid:15)(cid:16)(cid:16)(cid:15)(cid:16)(cid:25)(cid:8)(cid:13)(cid:16) page 1 of
the Proxy Statement and the instructions on the Notice of Internet
All stockholders are cordially invited to attend the Annual Meeting. If you attend
the Annual Meeting, you may vote in person by ballot even if you previously
voted.
By Order of the Board of Directors,
Pascal W. Di Fronzo
Senior Vice President, General Counsel and Secretary
This notice of Annual Meeting, Proxy Statement and accompanying form of proxy card are being made available on or about
May 2, 2016.
TABLE OF CONTENTS
Page
QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING AND PROCEDURAL MATTERS
Stock Ownership, Quorum and Voting
2016 Annual Meeting
Stockholder Proposals and Director Nominations at Future Meetings
Additional Information About the Proxy Materials
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS
MEETING TO BE HELD ON JUNE 15, 2016
PROPOSAL ONE/ELECTION OF DIRECTORS
Nominees
Information and Qualifications
PROPOSAL TWO/RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Principal Accounting Fees and Services
Pre-Approval of Audit and Non-Audit Services
PROPOSAL THREE/NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Past Say-on-Pay Votes, Stockholder Outreach and Actions Taken
Executive Compensation Policies and Practices
Compensation Guiding Principles
Vote Recommendations
CORPORATE GOVERNANCE
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Stock Ownership Guidelines
Independence of the Board
Board Meetings and Board Committees
Board Leadership Structure
Risk Oversight
Compensation Committee Interlocks and Insider Participation
Nominating Process for Recommending Candidates for Election to the Board
Attendance at Annual Stockholders Meetings by Directors
Contacting the Board
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
The Compensation-Setting Process
Competitive Compensation Positioning
The Principal Elements of the Executive Compensation Program
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Report of the Compensation Committee
Summary Compensation Table and Narrative Disclosure
Grants of Plan-Based Awards in Fiscal 2016
Outstanding Equity Awards at Fiscal 2016 Year End
Option Exercises and Stock Vested at Fiscal 2016 Year End
Nonqualified Deferred Compensation for Fiscal 2016
Change in Control Arrangements and Employment Agreements
Potential Payments Upon Termination or Change in Control
Compensation of Directors
Equity Compensation Plan Information
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review, Approval or Ratification of Related Person Transactions
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OTHER MATTERS
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PROXY STATEMENT FOR 2016 ANNUAL MEETING OF
STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING OF
STOCKHOLDERS AND PROCEDURAL MATTERS
Stock Ownership, Quorum and Voting
Q: Who is entitled to vote at the Annual Meeting?
______________________________________________________________________________________________________
A: Holders of reco(cid:7)(cid:10)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)<(cid:3)(((cid:3)(cid:14)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)!(cid:5)=(cid:6)(cid:7)(cid:5)(cid:15)(cid:6)(cid:12)(cid:4)(cid:8)(cid:5)>(cid:22)?(cid:22)(cid:23)(cid:5)=(cid:8)(cid:7)(cid:5)(cid:18)(cid:29)(cid:6)(cid:7)(cid:8)(cid:5)@Z<(cid:3)(((cid:3)(cid:14)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)[\!(cid:5)(cid:6)(cid:16)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:12)(cid:3)(cid:18)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:30)(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:3)(cid:14)(cid:5)
April 19, 2016 @(cid:16)(cid:29)(cid:8)(cid:5)Z](cid:8)(cid:9)(cid:3)(cid:7)(cid:10)(cid:5)^(cid:6)(cid:16)(cid:8)[\(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:8)(cid:14)(cid:16)(cid:11)(cid:16)(cid:12)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:7)(cid:8)(cid:9)(cid:8)(cid:11)(cid:15)(cid:8)(cid:5)(cid:14)(cid:3)(cid:16)(cid:11)(cid:9)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:15)(cid:3)(cid:16)(cid:8)(cid:5)(cid:16)(cid:29)(cid:8)(cid:11)(cid:7)(cid:5)(cid:18)(cid:29)(cid:6)(cid:7)(cid:8)(cid:18)(cid:5)(cid:6)(cid:16)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:17)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:25)(cid:8)(cid:8)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)@(cid:6)(cid:18)(cid:5)(cid:10)(cid:8)(cid:27)(cid:11)(cid:14)(cid:8)(cid:10)(cid:5)
below). Beneficial owners at the close of business on the Record Date have the right to direct their broker, trustee or nominee
on how to vote their shares, as described below. Stockholders are entitled to cast one vote for each share of Common Stock they
hold as of the Record Date.
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As of the Record Date, there were 224,588,789 shares of Common Stock outstanding and entitled to vote at the Annual
(cid:25)(cid:8)(cid:8)(cid:16)(cid:11)(cid:14)(cid:26)?(cid:5)_(cid:3)(cid:5)(cid:18)(cid:29)(cid:6)(cid:7)(cid:8)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)‘(cid:7)(cid:8)(cid:27)(cid:8)(cid:7)(cid:7)(cid:8)(cid:10)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5){(cid:8)(cid:7)(cid:8)(cid:5)(cid:3)(cid:4)(cid:16)(cid:18)(cid:16)(cid:6)(cid:14)(cid:10)(cid:11)(cid:14)(cid:26)?
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
______________________________________________________________________________________________________
A: Stockholders of record/|(cid:27)(cid:5)(cid:13)(cid:3)(cid:4)(cid:7)(cid:5)(cid:18)(cid:29)(cid:6)(cid:7)(cid:8)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:7)(cid:8)(cid:26)(cid:11)(cid:18)(cid:16)(cid:8)(cid:7)(cid:8)(cid:10)(cid:5)(cid:10)(cid:11)(cid:7)(cid:8)(cid:9)(cid:16)(cid:12)(cid:13)(cid:5)(cid:11)(cid:14)(cid:5)(cid:13)(cid:3)(cid:4)(cid:7)(cid:5)(cid:14)(cid:6)((cid:8)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:16)(cid:7)(cid:6)(cid:14)(cid:18)(cid:27)(cid:8)(cid:7)(cid:5)(cid:6)(cid:26)(cid:8)(cid:14)(cid:16)!(cid:5)<(cid:3)(=(cid:4)(cid:16)(cid:8)rshare
|(cid:14)(cid:15)(cid:8)(cid:18)(cid:16)(cid:3)(cid:7)(cid:5)(cid:28)(cid:8)(cid:7)(cid:15)(cid:11)(cid:9)(cid:8)(cid:18)(cid:5)%%(cid:23)?(cid:128)(cid:144)(cid:5)(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:3)(cid:14)(cid:5)(cid:11)(cid:14)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)!(cid:5)(cid:6)(cid:14)(cid:5)(cid:11)(cid:14)(cid:9)(cid:7)(cid:8)(cid:6)(cid:18)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:23)(cid:22)(cid:145)(cid:5)(cid:9)(cid:3)(=(cid:6)(cid:7)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:140)!(cid:5)
and 12% on a constant currency basis. ARR represents the annualized value of our average monthly recurring revenue
for the preceding three months. New model ARR increased 68% as reported and 74% on a constant currency basis.
New model ARR relates to desktop, cloud services, and enterprise offerings.
(cid:2) Revenue was $2.5 billion, flat compared to fiscal 2015, and increased 4% on a constant currency basis.
(cid:2) Cash flow from operating activities was $414 million, compared to $708 million in fiscal 2015.
(cid:2) Our stock price was $46.82 per share on January 29, 2016, compared to $54.01 per share on January 31, 2015. Our
fiscal (cid:21)(cid:22)(cid:23)(cid:24)(cid:5)$(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)(cid:29)(cid:3)(cid:12)(cid:10)(cid:8)(cid:7)(cid:5)](cid:8)(cid:16)(cid:4)(cid:7)(cid:14)(cid:5)@Z$(cid:28)][\(cid:5){(cid:6)(cid:18)(cid:5)-13%.
Say-on-Pay Results and Stockholder Outreach
Autodesk and the Committee value the input of our stockholders. In 2015, 88% of the votes cast on our Say-on-Pay proposal
were favorable, which reflected strong stockholder support for our executive compensation programs. In fiscal 2016, Autodesk
reached out to stockholders, representing over 60% of the outstanding shares. Based on these discussions, the Committee found
that our stockholders were generally supportive of the executive compensation design changes that we have made in recent
years and the alignment between our CEO pay and Autodesk performance. In addition our stockholders provided us helpful
input regarding compensation design and disclosure. The Committee carefully considered stockholder feedback as part of its
ongoing review of our executive compensation program.
Executive Compensation Policies and Practices
(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:7)(cid:3)(cid:26)(cid:7)(cid:6)((cid:5)(cid:11)(cid:18)(cid:5)(cid:10)(cid:8)(cid:18)(cid:11)(cid:26)(cid:14)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:6)(cid:16)(cid:16)(cid:7)(cid:6)(cid:9)(cid:16)!(cid:5)((cid:3)(cid:16)(cid:11)(cid:15)(cid:6)(cid:16)(cid:8)!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:7)(cid:8)(cid:16)(cid:6)(cid:11)(cid:14)(cid:5)(cid:16)(cid:6)(cid:12)(cid:8)(cid:14)ted executives and to provide a
sensible framework that is tied to Company performance and long-term strategic goals as well as individual performance. The
general compensation objectives are to:
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(cid:2) Recruit and retain the highest caliber of executives through competitive rewards;
(cid:2) Motivate executive officers to achieve business and financial goals;
(cid:2) Balance rewards for short- and long-term performance; and
(cid:2) Align rewards with stockholder value creation.
(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:30)(cid:129)(cid:8)(cid:9)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:18)(cid:4)==(cid:3)(cid:7)(cid:16)(cid:8)(cid:10)(cid:5)(cid:30)(cid:13)(cid:5)=(cid:3)(cid:12)(cid:11)(cid:9)(cid:11)(cid:8)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:18)(cid:16)(cid:7)(cid:3)(cid:14)(cid:26)(cid:5)(cid:26)(cid:3)(cid:15)(cid:8)(cid:7)(cid:14)(cid:6)(cid:14)(cid:9)(cid:8)(cid:5)=(cid:7)(cid:6)(cid:9)(cid:16)(cid:11)(cid:9)(cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:6)(cid:16)(cid:5)(cid:6)(cid:12)(cid:11)(cid:26)(cid:14)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)(cid:20)(cid:5)
interests with the interests of our stockholders. In recent years, the Committee has made a number of changes to enhance our
(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:7)(cid:3)(cid:26)(cid:7)(cid:6)(?(cid:5)(cid:28)(cid:3)((cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)=(cid:7)(cid:3)(cid:26)(cid:7)(cid:6)((cid:20)(cid:18)(cid:5)((cid:3)(cid:18)(cid:16)(cid:5)(cid:14)(cid:3)(cid:16)(cid:6)(cid:30)(cid:12)(cid:8)(cid:5)(cid:27)(cid:8)(cid:6)(cid:16)(cid:4)(cid:7)(cid:8)s are summarized below.
(cid:2) & (cid:9)(cid:3)(cid:4)(cid:2)(cid:15)(cid:2)(cid:8)(cid:13)(cid:16)(cid:8)(cid:30)(cid:4)(cid:5)(cid:15)(cid:4)(cid:23)(cid:10)(cid:6)(cid:7)(cid:8)(cid:18)(cid:4)(cid:12)(cid:8)(cid:5)(cid:15)(cid:2)(cid:29)(cid:27)(cid:8)(cid:14)(cid:13) (cid:9)(cid:6)(cid:16)(cid:2)(cid:4)(cid:12)(cid:15)(cid:13)(cid:16)4 (cid:138)(cid:22)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:20)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:6)(cid:15)(cid:8)(cid:7)(cid:6)(cid:26)(cid:8)(cid:5)(cid:135)(cid:138)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:6)(cid:12)(cid:12)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)_(cid:131))(cid:18)(cid:20)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)
(cid:21)(cid:22)(cid:23)(cid:24)(cid:5)(cid:16)(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5){(cid:6)(cid:18)(cid:5)(cid:15)(cid:6)(cid:7)(cid:11)(cid:6)(cid:30)(cid:12)(cid:8)!(cid:5)Z(cid:6)(cid:16)(cid:5)(cid:7)(cid:11)(cid:18)(cid:19)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)$(cid:28)][\(cid:5)
over one-, two-, and three-year performance periods.
(cid:2) Long-term performance orientation: (cid:135)(cid:138)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:20)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:6)(cid:15)(cid:8)(cid:7)(cid:6)(cid:26)(cid:8)(cid:5)(cid:24)(cid:140)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:6)(cid:12)(cid:12)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)_(cid:131))(cid:18)(cid:20)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)(cid:5)(cid:16)(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)
(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5){(cid:6)(cid:18)(cid:5)(cid:10)(cid:8)=(cid:8)(cid:14)(cid:10)(cid:8)(cid:14)(cid:16)(cid:5)(cid:3)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:12)(cid:3)(cid:14)(cid:26)-term performance.
(cid:2) Performance metrics that drive the business model transition: In fiscal 2016, we used billings and subscriptions
(or, in the case of the CEO, billings, subscriptions and deferred revenue) for our executive officer cash incentives, and
(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:14)(cid:26)(cid:18)!(cid:5)(cid:18)(cid:4)(cid:30)(cid:18)(cid:9)(cid:7)(cid:11)=(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)](cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)$(cid:28)](cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:3)(cid:4)(cid:7)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:18)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)(cid:4)(cid:14)(cid:11)(cid:16)(cid:18)(cid:5)@Z‘(cid:28)(cid:130)(cid:18)[\?(cid:5)$(cid:29)(cid:8)(cid:5)((cid:8)(cid:16)(cid:7)(cid:11)(cid:9)(cid:18)(cid:5)
reflect drivers of success in our business model transition. In fiscal 2017, we will use net new model subscription
additions, new model ARR, non-GAAP total spend and total subscription renewal rate (or, in the case of the CEO, net
new model subscription additions, new model ARR, non-GAAP total spend, total subscription renewal rate and
deferred revenue) for our executive officer cash incentives, and net new model subscription additions, new model
ARR, non-GAAP total spend, total subscription renewal rate and Relative TSR for our executive officer PSUs.
(cid:2) Representative peer group: On an annual basis, we use a peer group that reflects comparable size-relevant
companies in industries where we compete for talent.
2016 Proxy Statement 29
(cid:2) Clawback policy: Our clawback policy allows the Board to recover cash incentive-based compensation if an
executive officer has engaged in fraudulent or intentional misconduct and the misconduct caused the material
restatement of our financial statements.
(cid:2) Significant stock ownership requirements: Executives are subject to mandatory stock ownership guidelines that are
monitored on an annual basis.
(cid:2) Double-trigger change in control arrangements with no excise tax gross-up: Our change in control program for
executive officers provides payments and benefits only in the event of a qualifying termination of employment
(cid:27)(cid:3)(cid:12)(cid:12)(cid:3){(cid:11)(cid:14)(cid:26)(cid:5)(cid:6)(cid:5)(cid:9)(cid:29)(cid:6)(cid:14)(cid:26)(cid:8)(cid:5)(cid:11)(cid:14)(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:7)(cid:3)(cid:12)?(cid:5)(cid:131)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:14)(cid:3)(cid:16)(cid:5)=(cid:7)(cid:3)(cid:15)(cid:11)(cid:10)(cid:8)(cid:10)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:6)(cid:14)(cid:13)(cid:5)(cid:16)(cid:6)(cid:127)(cid:5)(cid:7)(cid:8)(cid:11)((cid:30)(cid:4)(cid:7)(cid:18)(cid:8)((cid:8)(cid:14)(cid:16)(cid:18)(cid:5)(cid:3)(cid:7)(cid:5)Z(cid:26)(cid:7)(cid:3)(cid:18)(cid:18)-(cid:4)=(cid:18)[(cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)
this program.
(cid:2) Hedging prohibition: Company policy prohibits employees and directors from engaging in hedging transactions
involving Autodesk stock.
(cid:2) Effective risk management: We employ a strong risk management program with specific responsibilities assigned to
((cid:6)(cid:14)(cid:6)(cid:26)(cid:8)((cid:8)(cid:14)(cid:16)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)~(cid:3)(cid:6)(cid:7)(cid:10)!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)~(cid:3)(cid:6)(cid:7)(cid:10)(cid:20)(cid:18)(cid:5)(cid:9)(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:18)?(cid:5)(cid:131)(cid:6)(cid:9)(cid:29)(cid:5)(cid:13)(cid:8)(cid:6)(cid:7)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:8)(cid:15)(cid:6)(cid:12)(cid:4)(cid:6)(cid:16)(cid:8)(cid:18)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)-
related risk profile and has concluded that our fiscal 2016 compensation policies and practices did not create risks that
were reasonably likely to have a material adverse effect on Autodesk.
(cid:2) Option re-pricing prohibition: Autodesk is prohibited from re-pricing any outstanding options to purchase shares of
Common Stock without express stockholder approval.
(cid:2) No executive benefits and limited perquisites: Generally, executive officers are not provided material benefits or
(cid:2)
special considerations that are not provided to other employees. However, the Committee can offer executive officers
(cid:30)(cid:8)(cid:14)(cid:8)(cid:27)(cid:11)(cid:16)(cid:18)(cid:5)(cid:3)(cid:7)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)=(cid:8)(cid:7)(cid:143)(cid:4)(cid:11)(cid:18)(cid:11)(cid:16)(cid:8)(cid:18)(cid:5){(cid:29)(cid:8)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:13)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:8)(cid:11)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:16)(cid:11)(cid:16)(cid:11)(cid:15)(cid:8)(cid:12)(cid:13)(cid:5)=(cid:7)(cid:4)(cid:10)(cid:8)(cid:14)(cid:16)(cid:5)(cid:3)(cid:7)(cid:5)(cid:11)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:30)(cid:8)(cid:18)(cid:16)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:8)(cid:18)(cid:16)?
Independent compensation committee and consultant: During fiscal 2016, the Committee engaged Exequity LLP
(cid:16)(cid:3)(cid:5)(cid:6)(cid:18)(cid:18)(cid:11)(cid:18)(cid:16)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:6)(cid:14)(cid:6)(cid:12)(cid:13)(cid:18)(cid:11)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:7)(cid:8)(cid:15)(cid:11)(cid:8){(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)_(cid:131))(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)?(cid:5)(cid:131)(cid:127)(cid:8)(cid:143)(cid:4)(cid:11)(cid:16)(cid:13)(cid:5)(cid:6)(cid:12)(cid:18)(cid:3)(cid:5)(cid:6)(cid:10)(cid:15)(cid:11)(cid:18)(cid:8)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:3)(cid:14)(cid:5)
compensation philosophy, program design, metrics, compensation trends, peer data, and disclosure of our executive
pay programs.
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Alignment of Executive Compensation and Corporate Performance
(cid:131)(cid:6)(cid:9)(cid:29)(cid:5)(cid:25)(cid:6)(cid:7)(cid:9)(cid:29)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)((cid:6)(cid:19)(cid:8)(cid:18)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:10)(cid:8)(cid:9)(cid:11)(cid:18)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)_(cid:131))(cid:18)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)
(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:20)(cid:18)(cid:5)(cid:11)(cid:14)(cid:10)(cid:11)(cid:15)(cid:11)(cid:10)(cid:4)(cid:6)(cid:12)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:129)(cid:4)(cid:18)(cid:16)-completed fiscal year. Specifically, as described in more detail below, the
Committee sets base salaries for the fiscal year in progress and compares performance targets established in prior years with
actual performance to fix the appropriate annual bonus awards and vesting of PSUs. To evaluate the alignment of pay and
performance, it is necessary to compare the compensation decisions made in one year with the performance of the prior fiscal
year, as illustrated by the following table:
Fiscal Year
Fiscal 2016
Fiscal 2015
Performance Period
February 1, 2015, to
January 31, 2016
February 1, 2014, to
January 31, 2015
Timing of Related
Committee Decisions
March 2016
March 2015
Because of this decision-making cycle, the Summary Compensation Table does not truly represent our pay-for-performance
linkage. For example, in March 2016, the Committee made decisions about long-term incentive compensation awards for the
CEO based on bot(cid:29)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:29)(cid:11)(cid:18)(cid:5)(cid:11)(cid:14)(cid:10)(cid:11)(cid:15)(cid:11)(cid:10)(cid:4)(cid:6)(cid:12)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:10)(cid:4)(cid:7)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)=(cid:8)(cid:7)(cid:11)(cid:3)(cid:10)(cid:5)(cid:27)(cid:7)(cid:3)((cid:5)#(cid:8)(cid:30)(cid:7)(cid:4)(cid:6)(cid:7)(cid:13)(cid:5)(cid:23)!(cid:5)(cid:21)(cid:22)(cid:23)(cid:140)!(cid:5)(cid:16)(cid:29)(cid:7)(cid:3)(cid:4)(cid:26)(cid:29)(cid:5)"(cid:6)(cid:14)(cid:4)(cid:6)(cid:7)(cid:13)(cid:5)(cid:128)(cid:23)!(cid:5)
2016 (fiscal 2016). Since these decisions were made during fiscal 2017, the amounts awarded will begin to appear in next
(cid:13)(cid:8)(cid:6)(cid:7)(cid:20)(cid:18)(cid:5)(cid:28)(cid:4)(((cid:6)(cid:7)(cid:13)(cid:5)<(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)$(cid:6)ble; in accordance with Securities and Exchange Commission disclosure rules.
$(cid:3)(cid:5)(cid:11)(cid:12)(cid:12)(cid:4)(cid:18)(cid:16)(cid:7)(cid:6)(cid:16)(cid:8)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:3)(cid:7)(cid:7)(cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:30)(cid:8)(cid:16){(cid:8)(cid:8)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)=(cid:6)(cid:13)(cid:5)(cid:10)(cid:8)(cid:9)(cid:11)(cid:18)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:29)(cid:6)(cid:7)(cid:16)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:6)(cid:30)(cid:12)(cid:8)(cid:5)(cid:30)(cid:8)(cid:12)(cid:3){(cid:5)
display the multi-(cid:13)(cid:8)(cid:6)(cid:7)(cid:5)(cid:7)(cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:29)(cid:11)=(cid:5)(cid:30)(cid:8)(cid:16){(cid:8)(cid:8)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:20)(cid:18)(cid:5)(cid:16)(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:20)(cid:18)(cid:5)$(cid:28)]!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)=(cid:8)(cid:7)(cid:9)(cid:8)(cid:14)(cid:16)(cid:6)(cid:26)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)
achievement against annual incentive compensation targets.
2016 Proxy Statement 30
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(1) TSR shown in boxes is calculated by comparing year-over-(cid:13)(cid:8)(cid:6)(cid:7)(cid:5)(cid:9)(cid:29)(cid:6)(cid:14)(cid:26)(cid:8)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:12)(cid:3)(cid:18)(cid:11)(cid:14)(cid:26)(cid:5)=(cid:7)(cid:11)(cid:9)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)<(cid:3)(((cid:3)(cid:14)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)(cid:6)(cid:16)(cid:5)each
fiscal year-end. $(cid:29)(cid:8)(cid:5)(cid:26)(cid:7)(cid:8)(cid:8)(cid:14)(cid:5)(cid:12)(cid:11)(cid:14)(cid:8)(cid:5)(cid:7)(cid:8)(cid:27)(cid:12)(cid:8)(cid:9)(cid:16)(cid:18)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:9)(cid:4)((cid:4)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:16)(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)(cid:18)(cid:29)(cid:6)(cid:7)(cid:8)(cid:29)(cid:3)(cid:12)(cid:10)(cid:8)(cid:7)(cid:5)(cid:7)(cid:8)(cid:16)(cid:4)(cid:7)(cid:14)!(cid:5)(cid:18)(cid:16)(cid:6)(cid:7)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:6)(cid:5)(cid:15)(cid:6)(cid:12)(cid:4)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:23)(cid:22)(cid:22)(cid:145)(cid:5)(cid:6)(cid:16)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)
beginning of Fiscal 2012 and measured through the end of each fiscal year in the chart.
(2) Percentage of achievement against annual incentive compensation targets is based on billings, subscriptions and deferred revenue
for fiscal 2015 and fiscal 2016, revenue, non-GAAP operating margin and earnings per share for fiscal 2014, and revenue and non-
GAAP operating margin for prior fiscal years.
CEO total compensation comprises the following elements for the respective periods:
(in thousands)
Salary
Bonus and Non-Equity Incentive
Compensation
RSUs (3)
PSUs (4)
Other
Fiscal
2012
$945
$1,301
$3,013
$7,030
$4
Fiscal
2013
$991
$1,142
$3,447
$5,432
$4
CEO Total Compensation
$12,293
$11,016
Fiscal
2014
$1,028
Fiscal
2015
$1,060
Fiscal
2016
$1,095
$400
$1,448
$1,383
$2,987
$4,559
$3
$8,977
$3,248
$5,150
$6
$3,200
$5,337
$83
$10,912
$11,098
(3) For purposes of this table, restricted stock unit @Z](cid:28)(cid:130)[\(cid:5)(cid:6)((cid:3)(cid:4)(cid:14)(cid:16)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:6)(cid:16)(cid:16)(cid:7)(cid:11)(cid:30)(cid:4)(cid:16)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:13)(cid:8)(cid:6)(cid:7)(cid:5)=(cid:7)(cid:11)(cid:3)(cid:7)(cid:5)(cid:16)(cid:3)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:13)(cid:8)(cid:6)(cid:7)(cid:5)(cid:11)(cid:14)(cid:5){(cid:29)(cid:11)(cid:9)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)
awards are approved. For example, the fiscal 2016 RSU amount of $3.2 million reported in this table represents 57,193 RSUs
2016 Proxy Statement 31
granted in fiscal 2017 because that RSU grant was based on fiscal 2016 performance. RSU amounts reported represent the grant
date fair value using the stock price on the date of grant.
(4) #(cid:3)(cid:7)(cid:5)=(cid:4)(cid:7)=(cid:3)(cid:18)(cid:8)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:11)(cid:18)(cid:5)(cid:16)(cid:6)(cid:30)(cid:12)(cid:8)!(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:18)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)(cid:4)(cid:14)(cid:11)(cid:16)(cid:5)@Z‘(cid:28)(cid:130)[\(cid:5)(cid:6)((cid:3)(cid:4)(cid:14)(cid:16)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:6)(cid:16)(cid:16)(cid:7)(cid:11)(cid:30)(cid:4)(cid:16)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:13)(cid:8)(cid:6)(cid:7)(cid:5)=(cid:7)(cid:11)(cid:3)(cid:7)(cid:5)(cid:16)(cid:3)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)fiscal year in which
the awards were approved. For example, the fiscal 2016 PSU amount of $5.337 million reported in this table represents the value of
85,790 target PSUs approved in fiscal 2017 relating to specific subscription, ARR, non-GAAP total spend, total subscription
renewal rate and Relative TSR objectives, with an assumed value per share of $62.21 based on the Monte Carlo simulation
valuation model.
Fiscal 2016 Executive Compensation Decisions
Below is a description of the compensation decisions made for the NEOs based on results for the just-completed fiscal year.
Base Salary
March 2015: The base salary increases for the NEOs ranged from approximately 0% to 5%. The
Committee made these increases to recognize the performance of the NEOs, to remain competitive, and
to maintain the desired balance in their compensation mix between cash and equity.
December 2015: The base salary for Mr. Hanspal was increased by 20% to $550,000 as a result of
market data, internal equity and his increased responsibilities in leading the Autodesk Product Group.
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Annual Cash
Incentive Awards
March 2016: Consistent with fiscal 2016 financial results relative to initial expectations, the Committee
determined that, based on the performance of billings and subscriptions (or, in the case of the CEO,
billings, subscriptions and deferred revenue) objectives, the annual cash incentive awards for our NEOs
were paid out at 99.0% of their target opportunity and our CEO was paid out at 100.6% of his target
award opportunity (for ((cid:3)(cid:7)(cid:8)(cid:5)(cid:10)(cid:11)(cid:18)(cid:9)(cid:4)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)(cid:9)(cid:6)(cid:18)(cid:29)(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)!(cid:5)(cid:18)(cid:8)(cid:8)(cid:5)Z(cid:17)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:28)(cid:29)(cid:3)(cid:7)(cid:16)(cid:5)$(cid:8)(cid:7)((cid:5)|(cid:14)(cid:9)(cid:8)(cid:14)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)
<(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)[(cid:5)(cid:30)(cid:8)(cid:12)(cid:3){\?
Equity Awards
|(cid:14)(cid:5)(cid:10)(cid:8)(cid:16)(cid:8)(cid:7)((cid:11)(cid:14)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:18)(cid:11)(cid:146)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:8)(cid:143)(cid:4)(cid:11)(cid:16)(cid:13)(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:11)(cid:10)(cid:8)(cid:7)(cid:8)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:142)(cid:5)
market data for each executive; the individual skills, experience, and performance of each executive;
and the optimal mix of cash and equity compensation to ensure that equity awards would motivate the
creation of long-(cid:16)(cid:8)(cid:7)((cid:5)(cid:15)(cid:6)(cid:12)(cid:4)(cid:8)(cid:5){(cid:29)(cid:11)(cid:12)(cid:8)(cid:5)(cid:18)(cid:6)(cid:16)(cid:11)(cid:18)(cid:27)(cid:13)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)(cid:7)(cid:8)(cid:16)(cid:8)(cid:14)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:30)(cid:129)(cid:8)(cid:9)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)?
March 2015: The Committee approved equity awards for NEOs in the form of PSUs and RSUs. Our
CEO received 60% of his shares in PSUs and 40% in RSUs; the other NEOs received 50% of their
shares in PSUs and 50% in RSUs. The vesting of the PSUs is contingent upon performance against
p(cid:7)(cid:8)(cid:10)(cid:8)(cid:16)(cid:8)(cid:7)((cid:11)(cid:14)(cid:8)(cid:10)(cid:5)(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:14)(cid:26)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:18)(cid:4)(cid:30)(cid:18)(cid:9)(cid:7)(cid:11)=(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:16)(cid:6)(cid:7)(cid:26)(cid:8)(cid:16)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)$(cid:28)](cid:5)(cid:7)(cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:16)(cid:3)(cid:5)(cid:9)(cid:3)(=(cid:6)(cid:14)(cid:11)(cid:8)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:6)(cid:14)(cid:5)(cid:11)(cid:14)(cid:10)(cid:8)(cid:127)(cid:5)
of software companies over one-, two-, and three-year performance periods.
Compensation Guiding Principles
$(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:30)(cid:8)(cid:12)(cid:11)(cid:8)(cid:15)(cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:6)(cid:16)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)executive compensation program should be designed to attract, motivate, and retain
talented executives and should provide a sensible framework that is tied to stockholder returns, Company performance, long-
term strategic corporate goals, and individual performance. The general compensation objectives are to:
(cid:2) Recruit and retain the highest caliber of executives through competitive rewards;
(cid:2) Motivate executive officers to achieve business and financial goals;
(cid:2) Balance rewards for short- and long-term performance;
(cid:2) Align rewards with stockholder value creation.
Within this framework, the total compensation for each executive officer varies based on multiple dimensions:
2016 Proxy Statement 32
(cid:2) Whether Autodesk achieves its short-term and long-term financial and non-financial objectives, including execution on
its business model transition;
(cid:2) Autodesk TSR relative to companies in the S&P Computer Software Select Index;
(cid:2) The specific role and responsibility of the officer;
(cid:2) (cid:131)(cid:6)(cid:9)(cid:29)(cid:5)(cid:11)(cid:14)(cid:10)(cid:11)(cid:15)(cid:11)(cid:10)(cid:4)(cid:6)(cid:12)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:18)(cid:19)(cid:11)(cid:12)(cid:12)(cid:18)!(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:16)(cid:8)(cid:14)(cid:9)(cid:13)!(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:7)(cid:11)(cid:30)(cid:4)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)=(cid:8)(cid:7)(cid:27)ormance; and
(cid:2)
Internal pay parity considerations.
Our compensation program emphasizes variable compensation with both annual and long-term performance components. In
(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)!(cid:5)(cid:138)(cid:22)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:20)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:135)(cid:138)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)_(cid:131))(cid:18)(cid:20)(cid:5)(cid:16)(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5){(cid:6)(cid:18)(cid:5)(cid:15)(cid:6)(cid:7)(cid:11)(cid:6)(cid:30)(cid:12)(cid:8)(cid:5)(cid:11)(cid:14)(cid:5)(cid:14)(cid:6)(cid:16)(cid:4)(cid:7)(cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)Z(cid:6)(cid:16)(cid:5)(cid:7)(cid:11)(cid:18)(cid:19)?[(cid:5))(cid:4)(cid:7)(cid:5)(cid:9)(cid:6)(cid:18)(cid:29)(cid:5)
incentives reward strong annual financial and operational performance, while our equity program rewards strong annual
financial and operational performance as well as TSR relative to other software companies over one-, two, and three-year
performance periods.
The two charts below demonstrate the pay mix between base salary, earned short-term incentives, and targeted long-term equity
compensation for the CEO and the other NEOs.
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The Compensation-Setting Process
The Committee reviews and approves all components of eac(cid:29)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)?(cid:5)
CEO Pay Decisions
Throughout the year the Committee and the other independent members of the Board, including the Chairman, review the
performance of, and provide feedback to the CEO at regularly scheduled meetings and through informal discussions. Annually,
the Committee meets and discusses with the other independent members of the Board the performance of the CEO during the
year in light of corporate goals and objectives. The Committee takes this assessment into account, along with competitive
compensation data and interna(cid:12)(cid:5)=(cid:6)(cid:13)(cid:5)=(cid:6)(cid:7)(cid:11)(cid:16)(cid:13)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:11)(cid:10)(cid:8)(cid:7)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)!(cid:5){(cid:29)(cid:8)(cid:14)(cid:5)(cid:7)(cid:8)(cid:9)(cid:3)(((cid:8)(cid:14)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:20)(cid:18)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:5)(cid:18)(cid:6)(cid:12)(cid:6)(cid:7)(cid:13)!(cid:5)(cid:16)(cid:6)(cid:7)(cid:26)(cid:8)(cid:16)(cid:5)(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:11)(cid:14)(cid:9)(cid:8)(cid:14)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)
awards, and equity awards. The Committee formulates a recommendation on CEO compensation in consultation with its
independent consultant, consults with the other independent directors, and then approves the CEO compensation.
Executive Officer Pay Decisions
The CEO makes recommendations to the Committee regarding the base salary, annual cash incentive awards, and equity
awards for each executive officer other than (cid:29)(cid:11)((cid:18)(cid:8)(cid:12)(cid:27)?(cid:5)$(cid:29)(cid:8)(cid:18)(cid:8)(cid:5)(cid:7)(cid:8)(cid:9)(cid:3)(((cid:8)(cid:14)(cid:10)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:20)(cid:18)(cid:5)(cid:6)(cid:18)(cid:18)(cid:8)(cid:18)(cid:18)((cid:8)(cid:14)(cid:16)(cid:5)(cid:3)(cid:27)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)
(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:10)(cid:4)(cid:7)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:13)(cid:8)(cid:6)(cid:7)!(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:16)(cid:11)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:10)(cid:6)(cid:16)(cid:6)!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:14)(cid:6)(cid:12)(cid:5)=(cid:6)(cid:13)(cid:5)=(cid:6)(cid:7)(cid:11)(cid:16)(cid:13)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:11)(cid:10)(cid:8)(cid:7)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)?(cid:5)$(cid:29)(cid:8)(cid:5)
CEO reports on the performance of the executive officers and their business units during the year in light of corporate goals and
(cid:3)(cid:30)(cid:129)(cid:8)(cid:9)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)?(cid:5)$(cid:29)(cid:8)(cid:5)<(cid:131))(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:18)(cid:5)(cid:29)(cid:11)(cid:18)(cid:5)(cid:8)(cid:15)(cid:6)(cid:12)(cid:4)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:14)(cid:5)(cid:29)(cid:11)(cid:18)(cid:5)(cid:19)(cid:14)(cid:3){(cid:12)(cid:8)(cid:10)(cid:26)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:27)(cid:7)(cid:3)((cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:18)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)
knowledge of their performance, including feedback provided by the executive officers and their direct reports. The Human
](cid:8)(cid:18)(cid:3)(cid:4)(cid:7)(cid:9)(cid:8)(cid:18)(cid:5)(cid:132)(cid:7)(cid:3)(cid:4)=(cid:5)(cid:6)(cid:18)(cid:18)(cid:11)(cid:18)(cid:16)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:5)(cid:11)(cid:14)(cid:5)(cid:10)(cid:8)(cid:15)(cid:8)(cid:12)(cid:3)=(cid:11)(cid:14)(cid:26)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:7)(cid:8)(cid:15)(cid:11)(cid:8){(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)=(cid:7)(cid:3)(cid:15)(cid:11)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)((cid:6)(cid:7)(cid:19)(cid:8)(cid:16)(cid:5)
2016 Proxy Statement 33
compensation data for each role. In executing the responsibilities set forth in its charter, the Committee relies on a number of
resources to provide input to the decision-making process.
Independent consultant. The Committee retained Exequity LLP as its compensation adviser for fiscal 2016. Exequity
provided advice and recommendations on many issues: total compensation philosophy; program design, including program
goals, components, and metrics; compensation trends in the high technology sector and general market for senior executives;
and the compensation of the CEO and the other executive officers. The Committee has considered the independence of
Exequity in light of NASDAQ's listing standards for compensation committee independence and the rules of the Securities and
Exchange Commission. The Committee requested and received a written confirmation from Exequity addressing the
independence of the firm and its senior advisers working with the Committee. The Committee discussed these considerations
and concluded that the work performed by Exequity did not raise any conflict of interest.
Management. $(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:6)(cid:12)(cid:18)(cid:3)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:4)(cid:12)(cid:16)(cid:18)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)((cid:6)(cid:14)(cid:6)(cid:26)(cid:8)((cid:8)(cid:14)(cid:16)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:141)(cid:4)((cid:6)(cid:14)(cid:5)](cid:8)(cid:18)(cid:3)(cid:4)(cid:7)(cid:9)(cid:8)(cid:18)(cid:5)(cid:132)(cid:7)(cid:3)(cid:4)=(cid:5)(cid:7)(cid:8)(cid:26)(cid:6)(cid:7)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)
and non-(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:8)(=(cid:12)(cid:3)(cid:13)(cid:8)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:12)(cid:6)(cid:14)(cid:18)!(cid:5)(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:6)(cid:10)((cid:11)(cid:14)(cid:11)(cid:18)(cid:16)(cid:7)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:8)(cid:143)(cid:4)(cid:11)(cid:16)(cid:13)(cid:5)(cid:11)(cid:14)(cid:9)(cid:8)(cid:14)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)=(cid:12)(cid:6)(cid:14)(cid:18)?
Competitive Compensation Positioning
To (cid:8)(cid:14)(cid:18)(cid:4)(cid:7)(cid:8)(cid:5)(cid:3)(cid:4)(cid:7)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:7)(cid:6)(cid:9)(cid:16)(cid:11)(cid:9)(cid:8)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:16)(cid:11)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:11)(cid:18)(cid:16)(cid:8)(cid:14)(cid:16)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)(cid:26)(cid:4)(cid:11)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)=(cid:7)(cid:11)(cid:14)(cid:9)(cid:11)=(cid:12)(cid:8)(cid:18)!(cid:5)
Exequity and management provide the Committee with compensation data for each executive role. This data is drawn from a
group of companies (cid:11)(cid:14)(cid:5)(cid:7)(cid:8)(cid:12)(cid:8)(cid:15)(cid:6)(cid:14)(cid:16)(cid:5)(cid:11)(cid:14)(cid:10)(cid:4)(cid:18)(cid:16)(cid:7)(cid:11)(cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:6)(cid:16)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:16)(cid:8)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:16)(cid:6)(cid:12)(cid:8)(cid:14)(cid:16)(cid:5)@(cid:16)(cid:29)(cid:8)(cid:5)Z(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:8)(cid:8)(cid:7)(cid:5)(cid:26)(cid:7)(cid:3)(cid:4)=[\?(cid:5)
Where sufficient data for our peer group was not available, market data from similar sized San Francisco Bay Area Software
Companies was used. The Committee uses this data, as well as information about broader technology industry compensation
practices, when deliberating on the compensation of the executive officers.
The compensation peer group is selected based upon multiple criteria, including industry positioning, competition for talent,
company size, financial results and geographic footprint. The Committee reviews the compensation peer group each year to
ensure that the comparisons remain meaningful and relevant.
For fiscal 2016 compensation, the compensation peer group included the following companies:
P
r
o
x
y
M
a
t
e
r
i
a
l
s
Company
Adobe Systems, Inc.
Akamai Technologies, Inc.
CA, Inc.
Citrix Systems, Inc.
Electronic Arts, Inc.
Intuit Inc.
Juniper Networks, Inc.
National Instruments Corporation
Nuance Communications, Inc.
PTC Inc.
Red Hat, Inc.
salesforce.com, inc.
Synopsys, Inc.
Autodesk, Inc.
Autodesk Percentile Ranking
Reported Fiscal
Year
Revenue
($'s in Billions)
Market Capitalization as of
1/31/2016 ($'s in billions)
27-Nov-15
31-Dec-15
31-Mar-15
31-Dec-15
31-Mar-15
31-Jul-15
31-Dec-15
31-Dec-15
30-Sep-15
30-Sep-15
28-Feb-15
31-Jan-16
30-Oct-15
31-Jan-16
4.80
2.20
4.26
3.28
4.52
4.19
4.86
1.23
1.93
1.26
1.79
6.67
2.24
2.50
46%
44.37
8.08
11.85
10.84
20.01
24.88
9.06
3.63
5.37
3.39
12.79
45.66
6.50
10.51
46%
In September 2015, the Committee reviewed the compensation peer group that would be used for fiscal 2017 compensation
decision making. As a result of this review, the Committee determined that each of the current peers were still appropriate but
chose to add Mentor Graphics Corporation and NetApp, Inc., given their industry comparability and the fact that they both are
competitors for executive talent.
2016 Proxy Statement 34
When determining the base salary, incentive targets, equity grants and target total direct compensation opportunity for each of
our NEOs, the Committee references the median data from our compensation peer group for each component and in the
(cid:6)(cid:26)(cid:26)(cid:7)(cid:8)(cid:26)(cid:6)(cid:16)(cid:8)?(cid:5)(cid:5)|(cid:14)(cid:5)=(cid:7)(cid:6)(cid:9)(cid:16)(cid:11)(cid:9)(cid:8)!(cid:5)(cid:6)(cid:9)(cid:16)(cid:4)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)(cid:5)((cid:6)(cid:13)(cid:5)(cid:30)(cid:8)(cid:5)(cid:6)(cid:30)(cid:3)(cid:15)(cid:8)(cid:5)(cid:3)(cid:7)(cid:5)(cid:30)(cid:8)(cid:12)(cid:3){(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)((cid:8)(cid:10)(cid:11)(cid:6)(cid:14)(cid:5)(cid:12)(cid:8)(cid:15)(cid:8)(cid:12)(cid:18)!(cid:5)(cid:10)(cid:8)=(cid:8)(cid:14)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)
fi(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:3)=(cid:8)(cid:7)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:6)(cid:12)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:8)(cid:127)=(cid:8)(cid:7)(cid:11)(cid:8)(cid:14)(cid:9)(cid:8)!(cid:5)(cid:18)(cid:19)(cid:11)(cid:12)(cid:12)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)?(cid:5)$(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:30)(cid:8)(cid:12)(cid:11)(cid:8)(cid:15)(cid:8)(cid:18)(cid:5)
(cid:16)(cid:29)(cid:6)(cid:16)(cid:5)(cid:7)(cid:8)(cid:27)(cid:8)(cid:7)(cid:8)(cid:14)(cid:9)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:16)(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:6)(cid:9)(cid:19)(cid:6)(cid:26)(cid:8)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:6)(cid:14)(cid:11)(cid:8)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:8)(cid:8)(cid:7)(cid:5)(cid:26)(cid:7)(cid:3)(cid:4)=(cid:5)(cid:19)(cid:8)(cid:8)=(cid:18)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)
compensation competitive and within market norms, while also providing flexibility for variances in compensation where
(cid:6)==(cid:7)(cid:3)=(cid:7)(cid:11)(cid:6)(cid:16)(cid:8)!(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:12)(cid:8)(cid:6)(cid:10)(cid:8)(cid:7)(cid:18)(cid:29)(cid:11)=!(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:7)(cid:11)(cid:30)(cid:4)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)=(cid:6)(cid:7)(cid:16)(cid:11)(cid:9)(cid:4)(cid:12)(cid:6)(cid:7)(cid:5)(cid:18)(cid:19)(cid:11)(cid:12)(cid:12)(cid:18)(cid:5)(cid:3)(cid:7)(cid:5)(cid:8)(cid:127)=(cid:8)(cid:7)(cid:16)(cid:11)(cid:18)(cid:8)?
Principal Elements of the Executive Compensation Program
$(cid:29)(cid:8)(cid:5)=(cid:7)(cid:11)(cid:14)(cid:9)(cid:11)=(cid:6)(cid:12)(cid:5)(cid:8)(cid:12)(cid:8)((cid:8)(cid:14)(cid:16)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:7)(cid:3)(cid:26)(cid:7)(cid:6)((cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:10)(cid:8)(cid:18)(cid:9)(cid:7)(cid:11)(cid:30)(cid:8)(cid:10)(cid:5)(cid:30)(cid:8)(cid:12)(cid:3){?
Element
Purpose
Operation
Base Salary
Forms basis for
competitive compensation
package
Short-term
Incentive
Opportunities
Motivate achievement of
short-term growth,
profitability and business
model transition objectives
Performance
Stock Unit
(cid:2)(cid:3)(cid:2)(cid:4)(cid:5)(cid:6)(cid:7)(cid:8)(cid:9)(cid:10)(cid:11)(cid:12)(cid:6)(cid:13)(cid:14)
Align compensation with
key drivers of the business
and relative shareholder
return
Encourage focus on near-
term and long-term
strategic objectives
Restricted Stock
Unit Awards
(cid:8)(cid:9)(cid:15)(cid:11)(cid:12)(cid:6)(cid:13)(cid:14)
Encourage focus on long-
term shareholder value
creation
Promote retention
Base salary reflects
competitive market
conditions, individual
performance, and
internal parity
Target percentage
determined by
competitive market
practices and internal
parity
Earned values are
determined by the extent
to which performance
compares to targeted
goals established at the
beginning of the
performance period
Size of award
determined by
competitive market
practices, corporate and
individual performance
and internal parity
Earned values are
determined by the extent
to which performance
compares to targeted
goals established at the
beginning of the
performance period
Vesting over three years
Size of award
determined by
competitive market
practices, corporate and
individual performance
and internal parity
Recipients earn shares if
they remain employed
through the vesting
period
Vesting over three years
Payout
Range
N / A
None
Performance Measures
0% - 150% of
target
FY 16: Performance against billings &
subscriptions targets (or, in the case of the
CEO, billings, subscriptions and deferred
revenue)
s
l
a
i
r
e
t
a
M
y
x
o
r
P
0% - 180% of
target
shares
Change in
Autodesk
Stock Price
FY 16: Performance against billings and
subscriptions targets, adjusted based upon
Autodesk TSR relative to companies in the
S&P Computer Software Select Index over
one-, two- and three year performance
periods
Autodesk stock price
Autodesk stock price
Change in
Autodesk
Stock Price
2016 Proxy Statement 35
Base Salary
Base salary is used to provide the executive officers with a fixed amount of annual cash compensation. The Committee views
base salary as a reliable source of income for the executive officers and an important recruiting and retention tool. The
Committee sets base salaries at a competitive level that recognizes the scope, responsibility, and skills required of each position,
as well as market conditions and internal pay equity.
In March 2015, the Committee considered an analysis of the base salar(cid:13)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:7)(cid:3)(cid:12)(cid:8)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))(cid:20)(cid:18)(cid:5)(cid:6)(cid:18)(cid:18)(cid:8)(cid:18)(cid:18)((cid:8)(cid:14)(cid:16)(cid:5)(cid:3)(cid:27)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)
(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:8)(cid:127)=(cid:8)(cid:7)(cid:11)(cid:8)(cid:14)(cid:9)(cid:8)!(cid:5)(cid:18)(cid:19)(cid:11)(cid:12)(cid:12)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:12)(cid:8)(cid:15)(cid:8)(cid:12)!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)?(cid:5)#(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:131))!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:4)(cid:12)(cid:16)(cid:8)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:27)(cid:4)(cid:12)(cid:12)
Board to conduct a similar assessment of his experience, skills and perfor((cid:6)(cid:14)(cid:9)(cid:8)?(cid:5)~(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:16)(cid:29)(cid:3)(cid:18)(cid:8)(cid:5)(cid:27)(cid:6)(cid:9)(cid:16)(cid:3)(cid:7)(cid:18)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:20)(cid:5)
base salaries were increased by approximately 0% to 5% for fiscal 2016.
In December 2015, the base salary for Mr. Hanspal was increased by 20% to $550,000 as a result of market data, internal equity
and his increased responsibilities in leading the Autodesk Product Group.
In March 2016, the Committee considered an analysis of the base salary for each role, but ultimately elected to keep base salary
(cid:4)(cid:14)(cid:9)(cid:29)(cid:6)(cid:14)(cid:26)(cid:8)(cid:10)(cid:5)(cid:11)(cid:14)(cid:5)(cid:12)(cid:11)(cid:26)(cid:29)(cid:16)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:20)(cid:18)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:135)(cid:5)(cid:7)(cid:8)(cid:18)(cid:16)(cid:7)ucturing and a desire to keep spending flat.
Annual Short-Term Incentive Compensation
At the beginning of each fiscal year, the Committee establishes target award opportunities, payout metrics and performance
targets for the annual cash incentive plans. These plans are intended to motivate and reward participants for achieving
company-wide annual financial and non-financial objectives as well as individual objectives.
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Target Award Opportunities
The Committee sets the target annual cash incentive award opportunity for each eligible executive officer based on competitive
(cid:6)(cid:18)(cid:18)(cid:8)(cid:18)(cid:18)((cid:8)(cid:14)(cid:16)(cid:18)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:20)(cid:18)(cid:5)=(cid:6)(cid:7)(cid:16)(cid:11)(cid:9)(cid:4)(cid:12)(cid:6)(cid:7)(cid:5)(cid:7)(cid:3)(cid:12)(cid:8)!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:14)(cid:6)(cid:12)(cid:5)=(cid:6)(cid:7)(cid:11)(cid:16)(cid:13)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:11)(cid:10)(cid:8)(cid:7)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)?(cid:5)~(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)(cid:7)(cid:8)(cid:15)(cid:11)(cid:8){(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:18)(cid:8)(cid:5)
factors, the Committee set the fiscal 2016 cash incentive target for each of the NEOs at the same percentage as it was in fiscal
2015. $(cid:29)(cid:8)(cid:18)(cid:8)(cid:5)(cid:16)(cid:6)(cid:7)(cid:26)(cid:8)(cid:16)(cid:5)(cid:3)==(cid:3)(cid:7)(cid:16)(cid:4)(cid:14)(cid:11)(cid:16)(cid:11)(cid:8)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:8)(cid:127)=(cid:7)(cid:8)(cid:18)(cid:18)(cid:8)(cid:10)(cid:5)(cid:6)(cid:18)(cid:5)(cid:6)(cid:5)=(cid:8)(cid:7)(cid:9)(cid:8)(cid:14)(cid:16)(cid:6)(cid:26)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)_(cid:131))(cid:20)(cid:18)(cid:5)(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:11)(cid:146)(cid:8)(cid:10)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:5)(cid:18)(cid:6)(cid:12)(cid:6)(cid:7)(cid:13)!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:7)(cid:6)(cid:14)(cid:26)(cid:8)(cid:5)(cid:27)(cid:7)(cid:3)((cid:5)(cid:140)(cid:22)(cid:145)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)
Mr. Blum (who also is eligible for commission payments) to 125% for Mr. Bass. A NEO may receive an actual award that is
(cid:26)(cid:7)(cid:8)(cid:6)(cid:16)(cid:8)(cid:7)(cid:5)(cid:3)(cid:7)(cid:5)(cid:12)(cid:8)(cid:18)(cid:18)(cid:5)(cid:16)(cid:29)(cid:6)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:16)(cid:6)(cid:7)(cid:26)(cid:8)(cid:16)(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:5)(cid:3)==(cid:3)(cid:7)(cid:16)(cid:4)(cid:14)(cid:11)(cid:16)(cid:13)!(cid:5)(cid:10)(cid:8)=(cid:8)(cid:14)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:4)=(cid:3)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)?
Executive Incentive Plan
In fiscal 2016, bonus awards for each of our NEOs were funded under the Autodesk, Inc. Ex(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)|(cid:14)(cid:9)(cid:8)(cid:14)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)‘(cid:12)(cid:6)(cid:14)(cid:5)@Z#(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)
(cid:21)(cid:22)(cid:23)(cid:24)(cid:5)(cid:131)|‘[\?(cid:5)<(cid:6)(cid:18)(cid:29)(cid:5)(cid:30)(cid:3)(cid:14)(cid:4)(cid:18)(cid:8)(cid:18)(cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)(cid:16)(cid:29)(cid:11)(cid:18)(cid:5)=(cid:12)(cid:6)(cid:14)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:26)(cid:8)(cid:14)(cid:8)(cid:7)(cid:6)(cid:12)(cid:12)(cid:13)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:14)(cid:10)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:143)(cid:4)(cid:6)(cid:12)(cid:11)(cid:27)(cid:13)(cid:5)(cid:6)(cid:18)(cid:5)(cid:16)(cid:6)(cid:127)(cid:5)(cid:10)(cid:8)(cid:10)(cid:4)(cid:9)(cid:16)(cid:11)(cid:30)(cid:12)(cid:8)(cid:5)Z=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)-based
(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)[(cid:5)(cid:16)(cid:3)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:16)(cid:8)(cid:14)(cid:16)(cid:5)(cid:6)(cid:12)(cid:12)(cid:3){(cid:8)(cid:10)(cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)(cid:28)(cid:8)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14) 162(m) of the Internal Revenue Code. At the beginning of the fiscal year,
the Committee established funding performance thresholds, which, if achieved, would establish maximum Fiscal 2016 EIP
funding at 190% of target. For fiscal 2016, the Committee selected billings growth, subscriptions and absolute TSR as the
fund(cid:11)(cid:14)(cid:26)(cid:5)((cid:8)(cid:16)(cid:7)(cid:11)(cid:9)(cid:18)?(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:139)?(cid:135)(cid:145)(cid:5)(cid:26)(cid:7)(cid:3){(cid:16)(cid:29)(cid:5)(cid:11)(cid:14)(cid:5)(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:14)(cid:26)(cid:18)! 2.578 million in subscriptions exceeded the
funding threshold while a -18.3% TSR (based on a 31-day average stock price at the beginning and at the end of fiscal 2016)
did not exceed the funding thresholds. Overachievement of the billings and subscriptions metrics resulted in the maximum
bonus award funding for each executive. The Committee then exercised its negative discretion to reduce the actual bonus
awards for each of the participants based on pre-established performance measures (as described below).
Company Performance Measures and Performance
(cid:17)(cid:16)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:30)(cid:8)(cid:26)(cid:11)(cid:14)(cid:14)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)(cid:27)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:6)==(cid:7)(cid:3)(cid:15)(cid:8)(cid:10)(cid:5)#(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)(cid:5)(cid:131)|‘(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)((cid:8)(cid:6)(cid:18)(cid:4)(cid:7)(cid:8)(cid:18)(cid:5)(cid:16)(cid:3)(cid:5)(cid:6)(cid:12)(cid:11)(cid:26)(cid:14)(cid:5)(cid:3)(cid:4)(cid:7)(cid:5)_(cid:131))(cid:18)(cid:20)(cid:5)(cid:30)(cid:3)(cid:14)(cid:4)(cid:18)(cid:5)
opport(cid:4)(cid:14)(cid:11)(cid:16)(cid:11)(cid:8)(cid:18)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:20)(cid:18)(cid:5)(cid:18)(cid:16)(cid:7)(cid:6)(cid:16)(cid:8)(cid:26)(cid:11)(cid:9)(cid:5)=(cid:7)(cid:11)(cid:3)(cid:7)(cid:11)(cid:16)(cid:11)(cid:8)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)(cid:11)(cid:14)(cid:9)(cid:7)(cid:8)(cid:6)(cid:18)(cid:11)(cid:14)(cid:26)(cid:5)(cid:18)(cid:4)(cid:30)(cid:18)(cid:9)(cid:7)(cid:11)=(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)!(cid:5)(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:14)(cid:26)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:10)(cid:8)(cid:27)(cid:8)(cid:7)(cid:7)(cid:8)(cid:10)(cid:5)(cid:7)(cid:8)(cid:15)(cid:8)(cid:14)(cid:4)(cid:8)?(cid:5)|(cid:14)(cid:5)(cid:11)(cid:16)(cid:18)(cid:5)(cid:8)(cid:127)(cid:8)(cid:7)(cid:9)(cid:11)(cid:18)(cid:8)(cid:5)
of negative discretion, the Committee considered the performance attainment versus specific targets to determine payouts. For
the CEO, the Committee assessed the financial and operational performance of the Company based 56% on billings, 24% on
subscriptions, and 20% on deferred revenue against targets set at the beginning of the fiscal year; the final award could range
from 0% to 150% of target, depending on achieved performance level. This calculation yielded a bonus payout of 100.6% of
target, as shown below:
2016 Proxy Statement 36
Billings
Subscriptions
Deferred Revenue
Total
Weighting
Actual
Target
56%
24%
20%
100%
4.7% growth
2.578 million
$1.519 billion
5.2% growth
2.634 million
$1.423 billion
Payout
Multiplier
99.5%
97.9%
106.8%
100.6%
For the other NEOs, the Committee assessed the performance of the Company based 70% on billings and 30% on subscriptions
against targets set at the beginning of the fiscal year; the final award could range from 0% to 150% of target award, depending
on achieved performance level. This calculation yielded a bonus payout of 99.0% of target, as shown below:
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Billings
Subscriptions
Total
Weighting
Actual
Target
70%
30%
100%
4.7% growth
2.578 million
5.2% growth
2.634 million
Payout
Multiplier
99.5%
97.9%
99.0%
Based on these target attainments, in March 2016 the Committee approved short-term incentive awards for the NEOs as
follows:
Short-Term
Incentive Target as a
Percentage of Base
Salary
Short-Term
Incentive Target
Short-Term
Incentive
Payout
Short-Term
Incentive Payout
as a Percentage
of Target
125%
75%
75%
50%
75%
$1,375,000
$1,383,250
100.6%
$427,500
$315,000
$237,500
$352,769
$423,225
$311,850
$235,125
$349,241
99.0%
99.0%
99.0%
99.0%
Carl Bass
R. Scott Herren
Andrew Anagnost
Steve M. Blum (1)
Amar Hanspal (2)
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(1)
(2)
The amounts disclosed for Mr. Blum do not include commissions for fiscal 2016 paid under his Sales Compensation
Plan. See the discussion below for details on his sales commission-based awards and total short-term cash incentive.
Short term incentive target and payout for Mr. Hanspal were prorated for his base salary increase in December 2015.
Sales Compensation Plan for Mr. Blum
In addition to receiving the short-term incentive award described above, Mr. Blum was eligible to receive sales commissions.
#(cid:3)(cid:7)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)!(cid:5)(cid:25)(cid:7)?(cid:5)~(cid:12)(cid:4)((cid:20)(cid:18)(cid:5)(cid:18)(cid:6)(cid:12)(cid:8)(cid:18)(cid:5)(cid:9)(cid:3)(((cid:11)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)(cid:5)(cid:16)(cid:6)(cid:7)(cid:26)(cid:8)(cid:16)(cid:5){(cid:6)(cid:18)(cid:5)(cid:18)(cid:8)(cid:16)(cid:5)(cid:6)(cid:16)(cid:5)(cid:140)(cid:22)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:29)(cid:11)(cid:18)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:5)(cid:18)(cid:6)(cid:12)(cid:6)(cid:7)(cid:13)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5){(cid:6)(cid:18)(cid:5)(cid:16)(cid:11)(cid:8)(cid:10)(cid:5)(cid:10)(cid:11)(cid:7)(cid:8)(cid:9)(cid:16)(cid:12)(cid:13)(cid:5)(cid:16)(cid:3)(cid:5)(cid:29)(cid:11)s performance
against pre-(cid:8)(cid:18)(cid:16)(cid:6)(cid:30)(cid:12)(cid:11)(cid:18)(cid:29)(cid:8)(cid:10)(cid:5)(cid:26)(cid:7)(cid:3)(cid:18)(cid:18)(cid:5)(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:14)(cid:26)(cid:18)(cid:5)(cid:16)(cid:6)(cid:7)(cid:26)(cid:8)(cid:16)(cid:18)?(cid:5)(cid:132)(cid:11)(cid:15)(cid:8)(cid:14)(cid:5)(cid:4)(cid:14)(cid:9)(cid:8)(cid:7)(cid:16)(cid:6)(cid:11)(cid:14)(cid:16)(cid:13)(cid:5)(cid:7)(cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:3)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:8)(cid:15)(cid:3)(cid:12)(cid:15)(cid:11)(cid:14)(cid:26)(cid:5)(cid:30)(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)((cid:3)(cid:10)(cid:8)(cid:12)(cid:5)(cid:16)(cid:7)(cid:6)(cid:14)(cid:18)(cid:11)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)
the market environment that Autodesk was expected to face in fiscal 2016, the Committee believed that the target levels for this
objective could reasonably be achieved through diligent efforts.
#(cid:3)(cid:7)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)!(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:6)(cid:9)(cid:16)(cid:4)(cid:6)(cid:12)(cid:5)(cid:26)(cid:7)(cid:3)(cid:18)(cid:18)(cid:5)(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:14)(cid:26)(cid:18)(cid:5){(cid:8)(cid:7)(cid:8)(cid:5)(cid:6)==(cid:7)(cid:3)(cid:127)(cid:11)((cid:6)(cid:16)(cid:8)(cid:12)(cid:13)(cid:5)(cid:138)(cid:138)(cid:145)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:16)(cid:6)(cid:7)(cid:26)(cid:8)(cid:16)(cid:5)(cid:12)(cid:8)(cid:15)(cid:8)(cid:12)(cid:5)(cid:18)(cid:8)(cid:16)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:25)(cid:7)?(cid:5)~(cid:12)(cid:4)(?(cid:5)(cid:5)(cid:17)(cid:18)(cid:5)(cid:6)(cid:5)(cid:7)(cid:8)(cid:18)(cid:4)(cid:12)(cid:16)!(cid:5)Mr.
~(cid:12)(cid:4)((cid:20)(cid:18)(cid:5)(cid:6)(cid:9)(cid:16)(cid:4)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(((cid:11)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)-based cash incentive was $235,230 which was at 99.6% of his target level.
The total sales commissions and short-term incentives paid to Mr. Blum for fiscal 2016 were as follows:
2016 Proxy Statement 37
Short-Term
Incentive Target
Short-Term
Incentive Target
as a Percentage of
Base Salary
Short-Term
Incentive Payout
Short-Term
Incentive Payout
as a Percentage of
Target
Sales Commission
$236,250
Short-Term
Incentive
Total
50%
50%
$237,500
$473,750
100%
$235,230
$235,125
$470,355
99.6%
99.0%
99.3%
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Beginning in fiscal 2017, Mr. Blum no (cid:12)(cid:3)(cid:14)(cid:26)(cid:8)(cid:7)(cid:5)=(cid:6)(cid:7)(cid:16)(cid:11)(cid:9)(cid:11)=(cid:6)(cid:16)(cid:8)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:18)(cid:6)(cid:12)(cid:8)(cid:18)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)=(cid:12)(cid:6)(cid:14)?(cid:5)|(cid:14)(cid:18)(cid:16)(cid:8)(cid:6)(cid:10)!(cid:5)(cid:25)(cid:7)?(cid:5)~(cid:12)(cid:4)((cid:20)(cid:18)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)
2017 short-(cid:16)(cid:8)(cid:7)((cid:5)(cid:9)(cid:6)(cid:18)(cid:29)(cid:5)(cid:11)(cid:14)(cid:9)(cid:8)(cid:14)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)(cid:5){(cid:11)(cid:12)(cid:12)(cid:5)(cid:30)(cid:8)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:8)(cid:127)(cid:9)(cid:12)(cid:4)(cid:18)(cid:11)(cid:15)(cid:8)(cid:12)(cid:13)(cid:5)(cid:3)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:135)(cid:5)(cid:131)|‘?(cid:5)(cid:5)$(cid:29)(cid:11)(cid:18)(cid:5)(cid:9)(cid:29)(cid:6)(cid:14)(cid:26)(cid:8)(cid:5)(cid:7)(cid:8)(cid:27)(cid:12)(cid:8)(cid:9)(cid:16)(cid:18)(cid:5)(cid:25)(cid:7)?(cid:5)~(cid:12)(cid:4)((cid:20)(cid:18)(cid:5)(cid:30)(cid:7)(cid:3)(cid:6)(cid:10)(cid:8)(cid:7)(cid:5)(cid:7)(cid:3)(cid:12)(cid:8)(cid:5)
across the Company and aligns his incentiv(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)_(cid:131))(cid:18)?(cid:5)(cid:5)(cid:17)(cid:18)(cid:5)(cid:6)(cid:5)(cid:7)(cid:8)(cid:18)(cid:4)(cid:12)(cid:16)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:11)(cid:18)(cid:5)(cid:9)(cid:29)(cid:6)(cid:14)(cid:26)(cid:8)!(cid:5)(cid:25)(cid:7)?(cid:5)~(cid:12)(cid:4)((cid:20)(cid:18)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:5)
salary, short term incentive target and sales commission target were adjusted while his total target cash compensation remained
the same.
Fiscal 2017 Executive Incentive Plan
In fiscal 2017, the bonus awards for each of our NEOs will continue to be determined under the Autodesk, Inc. Executive
Incentive Plan. Near the beginning of the fiscal year, the Committee established funding performance thresholds, which, if
achieved, would establish maximum Fiscal 2017 EIP funding at 190% of target. For fiscal 2017, the Committee selected net
new model subscription additions, new model ARR and total subscription renewal rate as the funding metrics. The Committee
believes that the new metrics for fiscal 2017 better reflect the current drivers of success in our business model transformation.
If the funding metrics are achieved, in its exercise of negative discretion, the Committee will consider the performance
attainment versus specific targets to determine payouts. The Committee will assess the financial and operational performance of
the Company based on the following metrics and weighting:
Performance Metric
Net New Model Subscription Additions
New Model ARR
Non-GAAP Total Spend
Total Subscription Renewal Rate
Deferred Revenue
CEO Weighting
32%
24%
12%
12%
20%
Other NEO Weighting
40%
30%
15%
15%
The final awards, for our CEO and NEOs, could range from 0% to 150% of target, depending on achieved performance level.
Long-Term Incentive Compensation
Autodesk uses long-term incentive compensation in the form of equity awards to align executive pay opportunities with
stockholder value creation, and to motivate and reward executive officers for effectively executing longer-term strategic and
operational objectives.
March 2015 Equity Awards
During fiscal 2016, the Committee approved equity awards in the form of PSUs and RSUs for the NEOs. The Committee
elected to use a mix of PSUs and RSUs to complement the performance aspects of PSUs with the long-term retention
component of RSUs. In fiscal 2016, our CEO received 60% of his awards in PSUs and 40% in RSUs, while the other NEOs
received 50% of their awards in PSUs and 50% in RSUs.
In arriving at the total number of PSUs and RSUs to award to an executive officer, the Committee considered Autode(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)
=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:11)(cid:14)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:140)(cid:142)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:16)(cid:11)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)((cid:6)(cid:7)(cid:19)(cid:8)(cid:16)(cid:5)(cid:10)(cid:6)(cid:16)(cid:6)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:20)(cid:18)(cid:5)=(cid:3)(cid:18)(cid:11)(cid:16)(cid:11)(cid:3)(cid:14)(cid:142)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:29)(cid:11)(cid:18)(cid:16)(cid:3)(cid:7)(cid:11)(cid:9)(cid:6)(cid:12)(cid:5)(cid:26)(cid:7)(cid:6)(cid:14)(cid:16)(cid:18)(cid:5)(cid:16)(cid:3)!(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:3)(cid:4)(cid:16)(cid:18)(cid:16)(cid:6)(cid:14)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:8)quity
held by, the executive; the individual performance of the executive; and internal pay parity considerations. In particular, the
2016 Proxy Statement 38
<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:14)(cid:3)(cid:16)(cid:8)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)=(cid:7)(cid:3)(cid:26)(cid:7)(cid:8)(cid:18)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:30)(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)((cid:3)(cid:10)(cid:8)(cid:12)(cid:5)(cid:16)(cid:7)(cid:6)(cid:14)(cid:18)(cid:11)(cid:16)(cid:11)(cid:3)(cid:14)!(cid:5)(cid:6)(cid:14)(cid:5)(cid:23)(cid:144)?(cid:23)(cid:145)(cid:5)(cid:11)(cid:14)(cid:9)(cid:7)(cid:8)(cid:6)(cid:18)(cid:8)(cid:5)(cid:11)(cid:14)(cid:5)(cid:30)(cid:11)(cid:12)(cid:12)(cid:11)(cid:14)(cid:26)(cid:18)!(cid:5)(cid:6)(cid:5)(cid:21)(cid:23)?(cid:23)(cid:145)(cid:5)(cid:11)(cid:14)(cid:9)(cid:7)(cid:8)(cid:6)(cid:18)(cid:8)(cid:5)(cid:11)(cid:14)(cid:5)
subscriptions, and our annual TSR of 5.4%.
As a result of this analysis, the following equity awards were approved for NEOs in March 2015:
Target Number of Shares Subject to
PSU Award (#)
Number of Shares Subject to RSU
Award (#)
Carl Bass
R. Scott Herren(1)
Andrew Anagnost
Steve M. Blum
Amar Hanspal
81,000
36,000
18,500
18,500
18,500
54,000
N / A
18,500
18,500
18,500
(1) Mr. Herren received 36,000 RSUs upon joining the Company in November 2014 and 36,000 PSUs in March 2015 in
accordance with the terms of his offer letter.
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PSU Awards
The current PSU design was adopted following extensive stockholder outreach and incorporates a number of features
stockholders identified as being most important, namely, multiple performance metrics, TSR relative to peers, and a multi-year
measurement period.
The PSU awards provide for a minimum, target and maximum number of shares to be earned based upon predetermined
performance criteria. For fiscal 2016 awards, PSU vesting will be contingent upon achievement of performance goals adopted
(cid:30)(cid:13)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)@Z‘(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)](cid:8)(cid:18)(cid:4)(cid:12)(cid:16)(cid:18)[\(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)$(cid:28)](cid:5)(cid:9)(cid:3)(=(cid:6)(cid:7)(cid:8)(cid:10)(cid:5)(cid:6)(cid:26)(cid:6)(cid:11)(cid:14)(cid:18)(cid:16)(cid:5)(cid:9)(cid:3)(=(cid:6)(cid:14)(cid:11)(cid:8)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:28)(cid:134)‘(cid:5)<(cid:3)(=(cid:4)ter Software
(cid:28)(cid:8)(cid:12)(cid:8)(cid:9)(cid:16)(cid:5)|(cid:14)(cid:10)(cid:8)(cid:127)(cid:5)@Z](cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)$(cid:28)][\(cid:5)(cid:3)(cid:15)(cid:8)(cid:7)(cid:5)(cid:3)(cid:14)(cid:8)-, two- and three-year performance periods. In fiscal 2016, we measured Performance
Results based on annual billings and subscriptions. The use of billings and subscriptions goals motivates management to drive
(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:3)(cid:14)(cid:26)(cid:3)(cid:11)(cid:14)(cid:26)(cid:5)(cid:30)(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)((cid:3)(cid:10)(cid:8)(cid:12)(cid:5)(cid:16)(cid:7)(cid:6)(cid:14)(cid:18)(cid:11)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:29)(cid:11)(cid:18)!(cid:5)(cid:9)(cid:3)((cid:30)(cid:11)(cid:14)(cid:8)(cid:10)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)](cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)$(cid:28)]!(cid:5)(cid:6)(cid:12)(cid:11)(cid:26)(cid:14)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:18)(cid:8)(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:12)(cid:3)(cid:14)(cid:26)-term
interests of our stockholders.
The PSUs are split into three traunches:
(cid:2) Up to one third of the PSUs may vest following year one, depending upon the achievement of Performance Results for year
one as well as 1-year Relative TSR (covering year one).
(cid:2) Up to one third of the PSUs may vest following year two, depending upon the achievement of Performance Results for
year two as well as 2-year Relative TSR (covering years one and two).
(cid:2) Up to one third of the PSUs may vest following year three, depending upon the achievement of Performance Results for
year three as well as 3-year Relative TSR (covering years one, two and three).
Performance Results for the relevant performance period could result in PSU attainment of 0% to 150% of target. Once the
Performance Results percentage is established, it is multiplied by a percentage ranging from 80% to 120%, depending on
(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)](cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)$(cid:28)](cid:5)(cid:27)(cid:3)r the period. The combined impact of these performance criteria is that PSUs could be earned from
0% to 180% of target. The chart below illustrates the attainment mechanics for the PSUs approved in fiscal 2016.
2016 Proxy Statement 39
`
Fiscal 2016
Fiscal 2017
Fiscal 2018
1st Fiscal 2016 PSU Traunch
2nd Fiscal 2016 PSU Traunch
3rd Fiscal 2016 PSU Traunch
Fiscal 2016 Target Shares
Fiscal 2017 Target Shares
Fiscal 2018 Target Shares
Fiscal 2016 Performance Results
(0% (cid:2)150% of Target)
Fiscal 2017 Performance Results
(0% (cid:2)150% of Target)
Fiscal 2018 Performance Results
(0% (cid:2)150% of Target)
Fiscal 2016
Relative TSR
(80% (cid:2)120% of Above Result)
Relative TSR
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Fiscal 2016 (cid:2) Fiscal 2017
Relative TSR
(80% (cid:2)120% of Above Result)
Relative TSR
Fiscal 2016 (cid:2) Fiscal 2018
Relative TSR
(80% (cid:2)120% of Above Result)
An executive who has received PSU grants in three successive years will have a portion of the total PSU shares vesting in that
third year be based on the combination of 3-year, 2-year and 1-(cid:13)(cid:8)(cid:6)(cid:7)(cid:5)(cid:7)(cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)$(cid:28)](cid:5)@(cid:18)(cid:8)(cid:8)(cid:5)Z(cid:149)(cid:8)(cid:18)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)(cid:27)(cid:5)‘(cid:28)(cid:130)(cid:18)[(cid:5)(cid:30)(cid:8)(cid:12)(cid:3){(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:6)(cid:14)(cid:5)
illustration of this cumulative effect of multiple PSU grants)
RSU Awards
The time-based RSU awards granted to the NEOs in fiscal 2016 vest in three equal annual installments from the date of grant.
RSUs help us retain executives in a competitive environment and provide further incentive to focus on longer-term stockholder
value creation.
Vesting of PSUs
In March 2016, the Committee reviewed and certified the attainment levels for performance measures for the first traunch of
PSUs awarded in March 2015, the second traunch of PSUs awarded in March 2014 and the third traunch of PSUs awarded in
March 2013. For each award, the Committee measured the following performance:
Fiscal 2016 billings and subscriptions attainment versus target:
Billings
Subscriptions
Total
Weighting
70%
30%
100%
Actual
4.7% growth
2.578 million
Target
5.2% growth
2.634 million
Payout
Multiplier
99.5%
97.9%
99.0%
Autodesk TSR relative to companies in the S&P Computer Software Select Index:
(cid:2) For the March 2013 awards, Relative TSR for fiscal 2014 through fiscal 2016 resulted in a 99% multiplier.
(cid:2) For the March 2014 awards, Relative TSR for fiscal 2015 through fiscal 2016 resulted in a 96% multiplier.
(cid:2) For the March 2015 awards, Relative TSR for fiscal 2016 resulted in an 87% multiplier.
2016 Proxy Statement 40
The combination of billings, subscriptions, and Relative TSR results yielded the following PSU attainments:
March 2013
3rd Traunch
Fiscal 2014 Award
March 2014
2nd Traunch
Fiscal 2015 Award
March 2015
1st Traunch
Fiscal 2016 Award
:
:
:
Fiscal 2014 - Fiscal 2016
Relative TSR
=
X
Percent of PSU
Target Award
99%
98.0%
Fiscal 2016 Billings
and Subscriptions
Goal Attainment
99.0%
Fiscal 2015 (cid:155) Fiscal 2016
Relative TSR
=
X
96%
Percent of PSU
Target Award
95.0%
X
Fiscal 2016
Relative TSR
=
87%
Percent of PSU
Target Award
86.1%
Based on this performance, the PSU awards were earned as follows:
March 2013 Award
3rd Traunch
March 2014 Award
2nd Traunch
March 2015 Award
1st Traunch
Target
Number of
PSUs
41,580
N / A
4,950
4,125
4,950
Actual
Number of
PSUs Earned
40,748
N / A
4,851
4,042
4,851
Target
Number of
PSUs
30,000
N / A
6,600
4,950
6,600
Actual
Number of
PSUs Earned
28,500
N / A
6,270
4,702
6,270
Target
Number of
PSUs
27,540
12,240
6,290
6,290
6,290
Actual
Number of
PSUs Earned
23,711
10,538
5,415
5,415
5,415
Carl Bass
R. Scott Herren(1)
Andrew Anagnost
Steve M. Blum
Amar Hanspal
(1)
Mr. Herren joined the Company in November 2014 and did not receive PSUs in March 2013 or March 2014.
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March 2016 Equity Awards
In March 2016, the Committee approved a mix of PSUs and RSUs for each of our NEOs. The fiscal 2017 PSU awards are
structured in the same manner as the fiscal 2016 PSU awards, except fiscal 2017 financial performance results will be measured
by 40% net new model subscription adds, 30% by new model annualized recurring revenue, 15% by non-GAAP total spend and
15% by total subscription renewal rate. $(cid:29)(cid:8)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5){(cid:11)(cid:12)(cid:12)(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:11)(cid:14)(cid:4)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:30)(cid:8)(cid:5)(cid:6)(cid:10)(cid:129)(cid:4)(cid:18)(cid:16)(cid:8)(cid:10)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)$(cid:28)](cid:5)(cid:9)(cid:3)(=(cid:6)(cid:7)(cid:8)(cid:10)(cid:5)
against companies in the S&P Computer Software Select Index over one-, two- and three-year performance periods. The
Committee believes the fiscal 2017 performance metrics reflect the current drivers of success in our business model
transformation.
Our CEO received 60% of his award in PSUs and 40% in RSUs, while the other NEOs received 50% of their awards in PSUs
and 50% in RSUs.
Executive Benefits
Welfare and Other Employee Benefits
Autodesk has established a tax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility
requirements, including requirements relating to length of service. The plan is intended to qualify under Section 401(a) of the
Code so that contributions by employees, and income earned on plan contributions, generally are not taxable to employees until
withdrawn.
)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)(cid:30)(cid:8)(cid:14)(cid:8)(cid:27)(cid:11)(cid:16)(cid:18)(cid:5)=(cid:7)(cid:3)(cid:15)(cid:11)(cid:10)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:18)(cid:6)((cid:8)(cid:5)(cid:6)(cid:18)(cid:5)(cid:16)(cid:29)(cid:3)(cid:18)(cid:8)(cid:5)=(cid:7)(cid:3)(cid:15)(cid:11)(cid:10)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)(cid:6)(cid:12)(cid:12)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:27)(cid:4)(cid:12)(cid:12)-time employees. These
include medical, dental, and vision benefits, health and dependent care flexible spending accounts, short-term and long-term
2016 Proxy Statement 41
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disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. Autodesk also makes
contributions to health savings plans on behalf of any employee who is a participant in a plan with a high deductible feature.
Perquisites and Other Personal Benefits
Autodesk does not, as a general practice, provide material benefits or special considerations to the executive officers that it does
not provide to other employees. However, from time to time, when deemed appropriate by the Committee, certain executive
officers receive perquisites and other personal benefits that are competitively pru(cid:10)(cid:8)(cid:14)(cid:16)(cid:5)(cid:3)(cid:7)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7){(cid:11)(cid:18)(cid:8)(cid:5)(cid:11)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:30)(cid:8)(cid:18)(cid:16)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:8)(cid:18)(cid:16)?(cid:5)
|(cid:14)(cid:5)(cid:9)(cid:3)(cid:14)(cid:14)(cid:8)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:25)(cid:7)?(cid:5)(cid:141)(cid:8)(cid:7)(cid:7)(cid:8)(cid:14)(cid:20)(cid:18)(cid:5)(cid:6)==(cid:3)(cid:11)(cid:14)(cid:16)((cid:8)(cid:14)(cid:16)(cid:5)(cid:6)(cid:18)(cid:5)(cid:28)(cid:8)(cid:14)(cid:11)(cid:3)(cid:7)(cid:5)(cid:149)(cid:11)(cid:9)(cid:8)(cid:5)‘(cid:7)(cid:8)(cid:18)(cid:11)(cid:10)(cid:8)(cid:14)(cid:16)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)<(cid:29)(cid:11)(cid:8)(cid:27)(cid:5)#(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5))(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:5)(cid:11)(cid:14)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:140)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:5)
entered into an offer letter. The offer letter provided Mr. Herren with certain living and relocation assistance, including
commuting benefits, a relocation allowance, and home sale and purchase assistance, due to the distance (at the time we hired
(cid:29)(cid:11)(\(cid:5)(cid:30)(cid:8)(cid:16){(cid:8)(cid:8)(cid:14)(cid:5)(cid:29)(cid:11)(cid:18)(cid:5)(cid:29)(cid:3)((cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:20)(cid:18)(cid:5)(cid:29)(cid:8)(cid:6)(cid:10)(cid:143)(cid:4)(cid:6)(cid:7)(cid:16)(cid:8)(cid:7)(cid:18)?(cid:5)$(cid:29)(cid:8)(cid:5)(cid:6)((cid:3)(cid:4)(cid:14)(cid:16)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:3)(cid:18)(cid:8)(cid:5)(cid:7)(cid:8)(cid:11)((cid:30)(cid:4)(cid:7)(cid:18)(cid:8)((cid:8)(cid:14)(cid:16)(cid:18)(cid:5){as based on actual costs
incurred by Mr. Herren, and was consistent with market practice when hiring senior executives in this situation. Please see
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(cid:16)(cid:7)(cid:6)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)(cid:27)(cid:5)(cid:10)(cid:8)(cid:7)(cid:11)(cid:15)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)(cid:5)(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:29)(cid:8)(cid:10)(cid:26)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:9)(cid:3)(((cid:3)(cid:14)(cid:5)(cid:8)(cid:143)(cid:4)ity securities by all employees, including the executive
officers, and members of the Board.
Equity Award Grant Policy
All equity awards granted to the executive officers are approved by the Committee. Approval of the equity awards for the
(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:5)(cid:26)(cid:8)(cid:14)(cid:8)(cid:7)(cid:6)(cid:12)(cid:12)(cid:13)(cid:5)(cid:3)(cid:9)(cid:9)(cid:4)(cid:7)(cid:18)(cid:5)(cid:6)(cid:16)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)(cid:7)(cid:8)(cid:26)(cid:4)(cid:12)(cid:6)(cid:7)(cid:12)(cid:13)(cid:5)(cid:18)(cid:9)(cid:29)(cid:8)(cid:10)(cid:4)(cid:12)(cid:8)(cid:10)(cid:5)(cid:143)(cid:4)(cid:6)(cid:7)(cid:16)(cid:8)(cid:7)(cid:12)(cid:13)(cid:5)((cid:8)(cid:8)(cid:16)(cid:11)(cid:14)(cid:26)(cid:18)?(cid:5)
Regulatory Considerations and Practices
Autodesk continuously reviews and evaluates the impact of the tax laws and accounting practices and related interpretations on
the executive compensation program. For example, the Committee considers Financial Accounting Standards Board
Accounting Standar(cid:10)(cid:18)(cid:5)<(cid:3)(cid:10)(cid:11)(cid:27)(cid:11)(cid:9)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)$(cid:3)=(cid:11)(cid:9)(cid:5)(cid:135)(cid:23)(cid:144)(cid:5)@Z(cid:17)(cid:28)<(cid:5)$(cid:3)=(cid:11)(cid:9)(cid:5)(cid:135)(cid:23)(cid:144)[\!(cid:5){(cid:29)(cid:11)(cid:9)(cid:29)(cid:5)(cid:7)(cid:8)(cid:18)(cid:4)(cid:12)(cid:16)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:7)(cid:8)(cid:9)(cid:3)(cid:26)(cid:14)(cid:11)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:8)(cid:127)=(cid:8)(cid:14)(cid:18)(cid:8)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)
share-based payment awards, and Section 409A of the Code, which affects deferred compensation arrangements, as it
evaluates, structures, and implements changes to the program.
Deductibility Limitation
Section 162(m) of the Code generally limits to $1 million the amount of compensation that a company may deduct for federal
income tax purposes in any taxable year with respect to the CEO and each of the next three most highly-compensated executive
officers (excluding the chief financial officer). Generally, remuneration in excess of $1 million may be deducted only if it is
Z=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)-(cid:30)(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)[(cid:5){(cid:11)(cid:16)(cid:29)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)((cid:8)(cid:6)(cid:14)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(cid:10)(cid:8)(cid:5)(cid:3)(cid:7)(cid:5)(cid:18)(cid:6)(cid:16)(cid:11)(cid:18)(cid:27)(cid:11)(cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:3)(cid:14)(cid:10)(cid:11)(cid:16)(cid:11)ons of another exemption from the
deduction limit. The compensation income realized upon the exercise of options to purchase shares of Common Stock granted
under a stockholder-approved employee stock plan generally will be deductible so long as the options are granted by a
committee whose members are non-employee directors and certain other conditions are satisfied.
The Autodesk Executive Incentive Plan and the 2012 Employee Stock Plan are structured with the intention that awards granted
under these plans could qualify for tax deductibility. However, to maintain flexibility and promote simplicity in the
2016 Proxy Statement 43
administration of these arrangements, we may award other compensation under these plans, such as annual incentive cash
payments, PSU and RSU awards, that are not designed to qualify for tax deductibility under the Code.
Further, while mindful that the ability to fully deduct compensation paid to senior executives has benefits, the Committee
believes that Autodesk should not be constrained by the requirements of Section 162(m) where those requirements would
(cid:11)(=(cid:6)(cid:11)(cid:7)(cid:5)(cid:27)(cid:12)(cid:8)(cid:127)(cid:11)(cid:30)(cid:11)(cid:12)(cid:11)(cid:16)(cid:13)(cid:5)(cid:11)(cid:14)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:6)(cid:5)((cid:6)(cid:14)(cid:14)(cid:8)(cid:7)(cid:5)(cid:16)(cid:29)(cid:6)(cid:16)(cid:5)(cid:9)(cid:6)(cid:14)(cid:5)(cid:30)(cid:8)(cid:18)(cid:16)(cid:5)=(cid:7)(cid:3)((cid:3)(cid:16)(cid:8)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:3)(cid:30)(cid:129)(cid:8)(cid:9)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)!(cid:5){(cid:29)(cid:11)(cid:9)(cid:29)(cid:5)(cid:6)(cid:12)(cid:11)(cid:26)ns
the executive officers' interests with the stockholders' interests. Therefore, Autodesk has not adopted a policy that requires all
compensation to be deductible. The Committee intends to continue to compensate the executive officers in a manner consistent
{(cid:11)(cid:16)(cid:29)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:30)(cid:8)(cid:18)(cid:16)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:8)(cid:18)(cid:16)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:30)(cid:8)(cid:18)(cid:16)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:8)(cid:18)(cid:16)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:18)(cid:16)(cid:3)(cid:9)(cid:19)(cid:29)(cid:3)(cid:12)(cid:10)(cid:8)(cid:7)(cid:18)?
Taxation of Deferred Compensation
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Section 409A of the Code imposes significant additional taxes in the event an executive officer, director, or service provider
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wide range of compensation arrangements, including traditional nonqualified deferred compensation plans, certain equity
awards, and severance arrangements. To assist employees with avoiding additional taxes under Section 409A, Autodesk has
structured equity awards in a manner intended to comply with the applicable Section 409A conditions.
$(cid:4)!(cid:4)(cid:12)(cid:15)(cid:13)(cid:16)(cid:8)(cid:13)(cid:11)(cid:8)(cid:18)5(cid:13)(cid:10)(cid:17)(cid:6)(cid:16)(cid:8)(cid:26)(cid:4)(cid:5)(cid:4)(cid:14)(cid:3)(cid:20)(cid:12)(cid:6)(cid:27)(cid:8)(cid:26)(cid:4)" (cid:6)(cid:16)(cid:12)(cid:2)
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and
certain other service providers may be subject to an excise tax if, in connection with a change in control, they receive payments
or benefits that exceed certain prescribed limits. In addition, the relevant company or a successor may forfeit a deduction on the
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payment for any tax liability the executive might owe as a result of the application of Sections 280G or 4999 during fiscal 2015.
|(cid:14)(cid:5)(cid:6)(cid:10)(cid:10)(cid:11)(cid:16)(cid:11)(cid:3)(cid:14)!(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:5)(cid:29)(cid:6)(cid:18)(cid:5)(cid:14)(cid:3)(cid:16)(cid:5)(cid:6)(cid:26)(cid:7)(cid:8)(cid:8)(cid:10)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:11)(cid:18)(cid:5)(cid:14)(cid:3)(cid:16)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7){(cid:11)(cid:18)(cid:8)(cid:5)(cid:3)(cid:30)(cid:12)(cid:11)(cid:26)(cid:6)(cid:16)(cid:8)(cid:10)(cid:5)(cid:16)(cid:3)(cid:5)=(cid:7)(cid:3)(cid:15)(cid:11)(cid:10)(cid:8)(cid:5)(cid:6)(cid:14)(cid:13)(cid:5)_(cid:131))(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:18)(cid:4)(cid:9)(cid:29)(cid:5)(cid:6)(cid:5)Z(cid:26)(cid:7)(cid:3)(cid:18)(cid:18)-(cid:4)=[(cid:5)(cid:3)(cid:7)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)
reimbursement or to otherwise address the application of Sections 280G or 4999 in connection with payments or benefits
arising from a change in control.
Accounting for Stock-Based Compensation
Autodesk follows ASC Topic 718 for stock-based compensation awards. ASC Topic 718 requires Autodesk to measure the
compensation expense for all share-based payment awards made to employees (including executive officers) and members of
(cid:16)(cid:29)(cid:8)(cid:5)~(cid:3)(cid:6)(cid:7)(cid:10)!(cid:5)(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:3)=(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:16)(cid:3)(cid:5)=(cid:4)(cid:7)(cid:9)(cid:29)(cid:6)(cid:18)(cid:8)(cid:5)(cid:18)(cid:29)(cid:6)(cid:7)(cid:8)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)<(cid:3)(((cid:3)(cid:14)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)!(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:26)(cid:7)(cid:6)(cid:14)(cid:16)(cid:5)(cid:10)(cid:6)(cid:16)(cid:8)(cid:5)Z(cid:27)(cid:6)(cid:11)(cid:7)(cid:5)(cid:15)(cid:6)(cid:12)(cid:4)(cid:8)[(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:18)(cid:8)(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)?(cid:5)#(cid:6)(cid:11)(cid:7)(cid:5)
value is calculated for accounting purposes and reported in the compensation tables below, even though the executive officers
and directors may never realize any value from their awards. ASC Topic 718 also requires Autodesk to recognize the
compensation cost of these share-based payment awards in the income statements over the period that an employee or director
is required to render service in exchange for the stock option or other award.
Report of the Compensation Committee
The Compensation and Human Resources Committee of the Board of Directors, which is composed solely of independent
members of the Board of Directors, assists the Board in fulfilling its responsibilities regarding compensation matters and,
=(cid:4)(cid:7)(cid:18)(cid:4)(cid:6)(cid:14)(cid:16)(cid:5)(cid:16)(cid:3)(cid:5)(cid:11)(cid:16)(cid:18)(cid:5)<(cid:29)(cid:6)(cid:7)(cid:16)(cid:8)(cid:7)!(cid:5)(cid:11)(cid:18)(cid:5)(cid:7)(cid:8)(cid:18)=(cid:3)(cid:14)(cid:18)(cid:11)(cid:30)(cid:12)(cid:8)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:10)(cid:8)(cid:16)(cid:8)(cid:7)((cid:11)(cid:14)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)?(cid:5)$(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)tion
and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis included in this
Proxy Statement as required by Item 402(b) of Regulation S-(cid:156)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)((cid:6)(cid:14)(cid:6)(cid:26)(cid:8)((cid:8)(cid:14)(cid:16)(cid:5)(cid:16)(cid:8)(cid:6)(?(cid:5)~(cid:6)(cid:18)(cid:8)(cid:10)(cid:5)(cid:3)(cid:14)(cid:5)(cid:16)(cid:29)(cid:11)(cid:18)(cid:5)(cid:7)(cid:8)(cid:15)(cid:11)(cid:8){(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)
discussion, the Compensation and Human Resources Committee has recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
Mary T. McDowell, Chair
Scott Ferguson
Thomas Georgens
Stacy J. Smith
2016 Proxy Statement 44
Summary Compensation Table and Narrative Disclosure
$(cid:29)(cid:11)(cid:18)(cid:5)(cid:14)(cid:6)(cid:7)(cid:7)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:10)(cid:11)(cid:18)(cid:9)(cid:4)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)!(cid:5)(cid:6)(cid:18)(cid:5){(cid:8)(cid:12)(cid:12)(cid:5)(cid:6)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:16)(cid:6)(cid:30)(cid:12)(cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:27)(cid:3)(cid:3)(cid:16)(cid:14)(cid:3)(cid:16)(cid:8)(cid:18)(cid:5)(cid:30)(cid:8)(cid:12)(cid:3){!(cid:5)(cid:18)(cid:4)(((cid:6)(cid:7)(cid:11)(cid:146)(cid:8)(cid:18)(cid:5)(cid:3)(cid:4)(cid:7)(cid:5)(cid:14)(cid:6)((cid:8)(cid:10)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:20)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:27)(cid:3)r
fiscal 2016, 2015 and 2014. The named executive officers are Carl Bass (President and Chief Executive Officer), R. Scott
Herren (Senior Vice President and Chief Financial Officer), and the next three most highly compensated individuals who were
serving as executive officers of Autodesk on January 31, 2016, the last day of our most recent fiscal year. For information on
our compensat(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:30)(cid:129)(cid:8)(cid:9)(cid:16)(cid:11)(cid:15)(cid:8)(cid:18)!(cid:5)(cid:18)(cid:8)(cid:8)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:10)(cid:11)(cid:18)(cid:9)(cid:4)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)(cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:29)(cid:8)(cid:6)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)Z<(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)^(cid:11)(cid:18)(cid:9)(cid:4)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:17)(cid:14)(cid:6)(cid:12)(cid:13)(cid:18)(cid:11)(cid:18)?[
Salary
Named executive officers are paid a cash-based salary. We did not provide equity or other non-cash items to our named
executive officers as salary compensation during fiscal 2016, 2015 and 2014.
Bonus
This column represents payments made to our named executive officers for amounts that relate to: Autodesk and individual
performance under the Autodesk, Inc. Incentive Performance Plan for fiscal 2016; signing bonuses, as in the case of
Mr. Herren, who received a sign-on bonus paid in two equal $75,000 installments, paid in fiscal 2016 and fiscal 2015; and other
miscellaneous amounts, such as payments made in recognition of years of service as part of an Autodesk company-wide
program.
s
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Stock Awards
Amounts shown in this column do not reflect compensation actually received by our named executive officers. Instead, the
amounts reported represent the aggregate grant date fair values of performance-based res(cid:16)(cid:7)(cid:11)(cid:9)(cid:16)(cid:8)(cid:10)(cid:5)(cid:18)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)(cid:4)(cid:14)(cid:11)(cid:16)(cid:5)@Z‘(cid:28)(cid:130)[\(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)
(cid:7)(cid:8)(cid:18)(cid:16)(cid:7)(cid:11)(cid:9)(cid:16)(cid:8)(cid:10)(cid:5)(cid:18)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)(cid:4)(cid:14)(cid:11)(cid:16)(cid:5)@Z](cid:28)(cid:130)[\(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)!(cid:5)(cid:6)(cid:18)(cid:5)(cid:10)(cid:8)(cid:16)(cid:8)(cid:7)((cid:11)(cid:14)(cid:8)(cid:10)(cid:5)=(cid:4)(cid:7)(cid:18)(cid:4)(cid:6)(cid:14)(cid:16)(cid:5)(cid:16)(cid:3)(cid:5)(cid:17)(cid:28)<(cid:5)$(cid:3)=(cid:11)(cid:9)(cid:5)(cid:135)(cid:23)(cid:144)?(cid:5)$(cid:29)(cid:8)(cid:5)(cid:6)(cid:18)(cid:18)(cid:4)(=(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:4)(cid:18)(cid:8)(cid:10)(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:15)(cid:6)(cid:12)(cid:4)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:18)(cid:8)
(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:18)(cid:8)(cid:16)(cid:5)(cid:27)(cid:3)(cid:7)(cid:16)(cid:29)(cid:5)(cid:11)(cid:14)(cid:5)_(cid:3)(cid:16)(cid:8)(cid:5)(cid:23)!(cid:5)Z~(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:28)(cid:4)(((cid:6)(cid:7)(cid:13)(cid:5)(cid:3)(cid:27)(cid:5)(cid:28)(cid:11)(cid:26)(cid:14)(cid:11)(cid:27)(cid:11)(cid:9)(cid:6)(cid:14)(cid:16)(cid:5)(cid:17)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)‘(cid:3)(cid:12)(cid:11)(cid:9)(cid:11)(cid:8)(cid:18)[(cid:5)(cid:11)(cid:14) the Notes to Consolidated
Financial Statements in our fiscal 2016 Annual Report on Form 10-K filed on March 23, 2016.
Equity and Non-Equity Incentive Plan Compensation
Non-equity incentive plan compensation represents amounts earned for services performed during the relevant fiscal year
pursuant to our short-term cash incentive plan (EIP) for all executive officers shown. The amounts shown in the Non-Equity
Incentive Plan Compensation column below reflect the total cash amounts awarded. Cash amounts awarded under the EIP are
payable in the first quarter of the following fiscal year.
All Other Compensation
This column represents all other compensation for the relevant fiscal year not reported in the previous columns, such as
payment of relocation and temporary housing expenses, reimbursement of certain tax expenses, authorized spouse travel and
(cid:26)(cid:11)(cid:27)(cid:16)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:9)(cid:3)(cid:14)(cid:14)(cid:8)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:30)(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:16)(cid:7)(cid:11)=(cid:18)!(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)((cid:6)(cid:16)(cid:9)(cid:29)(cid:11)(cid:14)(cid:26)(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:7)(cid:11)(cid:30)(cid:4)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:16)(cid:3)(cid:5)=(cid:7)(cid:8)-tax savings plans, insurance premiums,
personal gifts and related tax gross ups. Generally, unless the items included in this category exceed the greater of $25,000 or
10% of the total amount of perquisites received by a given named executive officer, individual perquisites are not separately
identified and quantified.
2016 Proxy Statement 45
The Summary Compensation Table below presents information concerning the total compensation of our named executive
officers for fiscal 2016, 2015 and 2014. Mr. Herren was not an employee in fiscal 2014, so his compensation information is not
presented for that period. Mr. Anagnost and Mr. Hanspal were not Named Executive Officers in fiscal 2015 and 2014, so their
compensation is not presented for those periods.
Fiscal
Year
2016
2015
2014
2016
2015
Salary
($)
1,094,508
1,060,323
1,027,654
570,000
142,500
Bonus
($)(e)
Stock
Awards
($) (f)
/ 9,615,521
/ 8,526,158
/ 6,866,867
75,000
75,000
778,219
2,079,720
Non-Equity
Incentive
Plan
Compensation
($)
1,383,250
1,448,428
399,769
423,225
116,805
Total
($)
All Other
Compensation
($)
83,398 12,176,677
5,544 11,040,453
8,297,290
3,000
2,074,270
227,826
2,436,595
22,570
2016
416,769
/ 2,256,279
311,850
45,938
3,030,836
2016
2015
2014
2016
472,577
460,000
443,700
467,155
/ 2,097,062
/ 1,217,421
/
696,093
/ 2,256,279
470,355
824,320
336,564
349,241
116,429
57,573
20,022
9,215
3,156,423
2,559,314
1,496,379
3,081,890
Name and Principal Position
Carl Bass,
President, Chief Executive Officer (a)
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R. Scott Herren,
Senior Vice President and
Chief Financial Officer (b)
Andrew Anagnost
Senior Vice President,
Industry Strategy & Marketing (c)
Steven M. Blum,
Senior Vice President,
Worldwide Sales and Services (d)
Amar Hanspal,
Senior Vice President,
Autodesk Product Group
_____________
(a) Mr. Bass' fiscal 2016 other compensation includes $40,739 authorized spouse travel and gifts in connection with a business trip, tax
gross-ups of $38,442 for certain perquisites, the 401(k) plan match, and standard health benefits.
(b) Mr. Herren's fiscal 2016 other compensation includes $173,480 relocation expenses, $30,834 authorized spouse travel and gifts in
connection with a business trip, tax gross-ups of for certain perquisites, the 401(k) plan match, and standard health benefits. Mr.
Herren became Senior Vice President and Chief Financial Officer on November 1, 2014. His fiscal 2015 salary and annual incentive
compensation are pro-rated for a partial year of service.
(c) Mr. Anagnost's fiscal 2016 other compensation includes tax gross-ups of for certain perquisites, authorized spouse travel and gifts in
connection with a business trip, the 401(k) plan match, and standard health benefits.
(d) Mr. ~(cid:12)(cid:4)((cid:20)(cid:18)(cid:5)_(cid:3)(cid:14)-Equity Incentive Plan Compensation consists of amounts earned as sales commissions during fiscal 2016.
<(cid:3)(((cid:11)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:18)(cid:6)(cid:12)(cid:8)(cid:18)(cid:5)(cid:30)(cid:3)(cid:14)(cid:4)(cid:18)(cid:8)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)=(cid:6)(cid:11)(cid:10)(cid:5)(cid:143)(cid:4)(cid:6)(cid:7)(cid:16)(cid:8)(cid:7)(cid:12)(cid:13)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)=(cid:7)(cid:8)(cid:15)(cid:11)(cid:3)(cid:4)(cid:18)(cid:5)(cid:143)(cid:4)(cid:6)(cid:7)(cid:16)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:9)(cid:3)(((cid:11)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:30)(cid:3)(cid:14)(cid:4)(cid:18)(cid:5)(cid:8)(cid:6)(cid:7)(cid:14)(cid:8)(cid:10)?
Sales commissions
Short-term cash incentive plan (EIP)
Total
Fiscal 2016
235,230
235,125
470,355
$
$
Mr. ~(cid:12)(cid:4)((cid:20)(cid:18)(cid:5)(cid:27)(cid:11)(cid:18)(cid:9)(cid:6)(cid:12)(cid:5)(cid:21)(cid:22)(cid:23)(cid:24)(cid:5)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)(cid:9)(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:8)(cid:18)(cid:5)>(cid:24)(cid:21)!(cid:144)(cid:138)(cid:128)(cid:5)(cid:6)(cid:4)(cid:16)(cid:29)(cid:3)(cid:7)(cid:11)(cid:146)(cid:8)(cid:10)(cid:5)(cid:18)=(cid:3)(cid:4)(cid:18)(cid:8)(cid:5)(cid:16)(cid:7)(cid:6)(cid:15)(cid:8)(cid:12)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:26)(cid:11)(cid:27)(cid:16)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:9)(cid:3)(cid:14)(cid:14)(cid:8)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:6)(cid:5)(cid:30)(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:5)(cid:5)(cid:5)
trip, tax gross-ups of $46,462 for certain perquisites, the 401(k) plan match, and standard health benefits.
(e) ~(cid:3)(cid:14)(cid:4)(cid:18)(cid:5)(cid:6)((cid:3)(cid:4)(cid:14)(cid:16)(cid:18)(cid:5)(cid:9)(cid:3)(cid:14)(cid:18)(cid:11)(cid:18)(cid:16)(cid:5)(cid:3)(cid:27)(cid:5)(cid:25)(cid:7)?(cid:5)(cid:141)(cid:8)(cid:7)(cid:7)(cid:8)(cid:14)(cid:20)(cid:18)(cid:5)>(cid:23)(cid:140)(cid:22)!(cid:22)(cid:22)(cid:22)(cid:5)(cid:18)(cid:11)(cid:26)(cid:14)-on bonus paid in two $75,000 installments in fiscal 2016 and fiscal 2015.
(f) Amounts consist of the aggregate grant date value for PSU and RSU awards computed in accordance with FASB ASC Topic 718,
based on target levels of achievement (the probable outcome at grant) in the case of PSUs. The assumptions used in the valuation of these
(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:18)(cid:8)(cid:16)(cid:5)(cid:27)(cid:3)(cid:7)(cid:16)(cid:29)(cid:5)(cid:11)(cid:14)(cid:5)_(cid:3)(cid:16)(cid:8)(cid:5)(cid:23)!(cid:5)Z~(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:28)(cid:4)(((cid:6)(cid:7)(cid:13)(cid:5)(cid:3)(cid:27)(cid:5)(cid:28)(cid:11)(cid:26)(cid:14)(cid:11)(cid:27)(cid:11)(cid:9)(cid:6)(cid:14)(cid:16)(cid:5)(cid:17)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)‘(cid:3)(cid:12)(cid:11)(cid:9)(cid:11)(cid:8)(cid:18)(cid:18)(cid:4)(cid:12)(cid:16)(cid:18)[\!(cid:5)(cid:6)(cid:18)(cid:5){(cid:8)(cid:12)(cid:12)(cid:5)(cid:6)(cid:18)(cid:5)$(cid:28)](cid:5)(cid:9)(cid:3)(=(cid:6)(cid:7)(cid:8)(cid:10)(cid:5)(cid:6)(cid:26)(cid:6)(cid:11)(cid:14)(cid:18)(cid:16)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:6)(cid:14)(cid:11)(cid:8)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:28)(cid:134)‘(cid:5)<(cid:3)(=(cid:4)(cid:16)(cid:8)(cid:7)(cid:5)
(cid:28)(cid:3)(cid:27)(cid:16){(cid:6)(cid:7)(cid:8)(cid:5)(cid:28)(cid:8)(cid:12)(cid:8)(cid:9)(cid:16)(cid:5)|(cid:14)(cid:10)(cid:8)(cid:127)(cid:5)@Z](cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)$(cid:28)][\?(cid:5)|(cid:14)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:9)(cid:6)(cid:18)(cid:8)!(cid:5)(cid:17)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)#(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5)](cid:8)(cid:18)(cid:4)(cid:12)(cid:16)(cid:18)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:7)(cid:8)(cid:12)(cid:8)(cid:15)(cid:6)(cid:14)(cid:16)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)=(cid:8)(cid:7)(cid:11)(cid:3)(cid:10)(cid:5)(cid:9)(cid:3)(cid:4)(cid:12)(cid:10)(cid:5)(cid:7)(cid:8)(cid:18)(cid:4)lt in
PSU attainment, subject to the Relative TSR modifier, of 0%-150% of target. Once that Annual Financial Results percentage is
established, it is multiplied by a percentage ranging from 80%-120%, depending on Autodesk's Relative TSR performance for the
period. Ultimately, PSUs could be earned from 0%-180% of target. Actual PSU awards earned in fiscal 2016 by the named
(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)(cid:16)(cid:29)(cid:11)(cid:18)(cid:5)=(cid:7)(cid:3)(cid:26)(cid:7)(cid:6)((cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:18)(cid:29)(cid:3){(cid:14)(cid:5)(cid:11)(cid:14)(cid:5)Z%(cid:3)(cid:14)(cid:26)-$(cid:8)(cid:7)((cid:5)|(cid:14)(cid:9)(cid:8)(cid:14)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)<(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)[(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)Z<(cid:3)(=(cid:8)(cid:14)(cid:18)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)^(cid:11)(cid:18)(cid:9)(cid:4)(cid:18)(cid:18)(cid:11)(cid:3)(cid:14)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)
(cid:17)(cid:14)(cid:6)(cid:12)(cid:13)(cid:18)(cid:11)(cid:18)?[
(c) RSUs vest in three equal annual installments beginning on the first anniversary of the date of grant.
(d) Reflects the grant date fair value of each equity award. The assumptions used in the valuation of these awards are set forth in Note 1,
Z~(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:28)(cid:4)(((cid:6)(cid:7)(cid:13)(cid:5)(cid:3)(cid:27)(cid:5)(cid:28)(cid:11)(cid:26)(cid:14)(cid:11)(cid:27)(cid:11)(cid:9)(cid:6)(cid:14)(cid:16) (cid:17)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)‘(cid:3)(cid:12)(cid:11)(cid:9)(cid:11)(cid:8)(cid:18)=(cid:3)(cid:7)(cid:16)(cid:5)
on Form 10-K filed on March 23, 2016. These amounts do not correspond to the actual value that will be realized by the named
executive officers upon the vesting of RSUs or the sale of the Common Stock underlying such awards.
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2016 Proxy Statement 48
Outstanding Equity Awards at Fiscal 2016 Year End
The following table presents information concerning outstanding unexercised options and unvested RSU awards for each
named executive officer as of January 31, 2016. This table includes options and RSUs granted under the 2012 Employee Plan
and the 2008 Employee Stock Plan. Unless otherwise indicated, all options granted to named executive officers vested at the
rate of 25% per year over the first four years of the option term and all RSU awards vest in three equal annual installments
beginning on the first anniversary of the date of grant.
Option Awards
Stock Awards
Market
Value of
Shares of
Stock
That
Have Not
Vested
($)
(a)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares That
Have
Not Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares That
Have Not
Vested ($)
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Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
300,000
/
/
/
/
/
/
/
/
/
/
/
/
/
/
50,000
/
/
/
/
/
/
27,500
/
/
/
/
/
/
Name
Carl Bass
R. Scott
Herren
Andrew
Anagnost
Steve M.
Blum
Grant
Date
3/24/2011
3/21/2013
3/21/2013
3/25/2014
3/25/2014
3/12/2015
3/12/2015
11/3/2014
3/12/2015
3/21/2013
3/21/2013
3/25/2014
3/25/2014
3/12/2015
3/12/2015
3/24/2011
3/21/2013
3/21/2013
3/25/2014
3/25/2014
3/12/2015
3/12/2015
Amar
Hanspal
3/24/2011
3/21/2013
3/21/2013
3/25/2014
3/25/2014
3/12/2015
3/12/2015
________________
Number of
securities
Underlying
Unexercised
Options (#)
Unexercisable
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
10,538
(d)
493,389
Number
of Shares
of Stock
That
Have
Not
Vested
(#)
/
40,748
27,720
(b)
28,500
(c)
40,000
23,711
(d)
54,000
24,000
4,851
(b)
4,950
6,270
(c)
13,200
5,415
(d)
18,500
Option
Exercise
Price
($)
Option
Expiration
Date
43.81
/
3/24/2021
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
43.81
3/24/2021
/
/
/
/
/
/
/
/
/
/
/
/
/
4,042
(b)
4,125
4,702
(c)
9,900
5,415
(d)
18,500
43.81
3/24/2021
/
/
/
/
/
/
/
/
/
/
/
/
/
4,851
(b)
4,950
6,270
(c)
13,200
5,415
(d)
18,500
/
1,907,840
1,297,850
1,334,370
1,872,800
1,110,149
2,528,280
1,123,680
227,124
231,759
293,561
618,024
253,530
866,170
/
189,246
193,133
220,148
463,518
253,530
866,170
/
227,124
231,759
293,561
618,024
253,530
866,170
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
(a) Market value of RSUs that have not vested is computed by multiplying (i) $46.82, the closing price on the NASDAQ of Autodesk
Common Stock on January 29, 2016, the last trading day of fiscal 2016, by (ii) the number of shares of stock underlying RSU
awards.
2016 Proxy Statement 49
(b) Awards relate to the third year traunch of PSU awards granted on March 21, 2013 under the 2012 Plan. These PSUs were subject to
achievement of annual net billings and total subscriptions for fiscal 2016 adopted by the Compensation Committee, as well as TSR
compared against the companies in the S&P Computer Software Select Index. The third year traunch of these PSUs were earned as
of January 31, 2016 and subject to vest on March 28, 2016.
(c) Award relates to the second year traunch of PSU awards granted on March 25, 2014 under the 2012 Plan. These PSUs were subject
to achievement of annual net billings and total subscriptions for fiscal 2016 adopted by the Compensation Committee, as well as TSR
compared against the companies in the S&P Computer Software Select Index. The second year traunch of these PSUs were earned as
of January 31, 2016 and subject to vest on March 28, 2016.
(d) Awards relate to the first year traunch of PSU awards granted on March 12, 2015 under the 2012 Plan. These PSUs were subject to
achievement of annual net billings and total subscriptions for fiscal 2016 adopted by the Compensation Committee, as well as TSR
compared against the companies in the S&P Computer Software Select Index. The first year traunch of these PSUs were earned as of
January 31, 2016 and subject to vest on March 28, 2016.
Option Exercises and Stock Vested at Fiscal 2016 Year End
The following table presents certain information concerning the vesting of stock awards held by each of the named executive
officers during fiscal 2016.
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Named Executive Officer
Carl Bass
R. Scott Herren
Andrew Anagnost
Steve M. Blum
Amar Hanspal
______________
Option Awards
Stock Awards
Number of
Shares Acquired on
Exercise (#)
Value Realized on
Exercise ($) (a)
Number of
Shares Acquired on
Vesting (#)
Value Realized on
Vesting ($) (a)
/
/
4,000
/
14,161
/
/
232,436
/
920,465
223,097
12,000
33,056
30,036
39,132
13,783,163
682,680
2,052,524
1,868,508
2,435,009
(a) For options exercised, reflects the number of shares acquired upon exercise multiplied by the difference between the closing market
price of our Common Stock as reported on the NASDAQ on the date of exercise and the exercise price of the underlying stock
option. For stock awards vested, reflects the number of shares acquired on vesting of RSUs or PSUs multiplied by the closing market
price of our Common Stock as reported on the NASDAQ on the vesting date.
Nonqualified Deferred Compensation for Fiscal 2016
Under our Nonqualified Deferred Compensation Plan, certain United States-based officers (including named executive officers)
may defer compensation earned such as salary or awards under the short-term cash incentive plan (EIP). Deferral elections are
((cid:6)(cid:10)(cid:8)(cid:5)(cid:30)(cid:13)(cid:5)(cid:8)(cid:12)(cid:11)(cid:26)(cid:11)(cid:30)(cid:12)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:18)(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:13)(cid:8)(cid:6)(cid:7)(cid:5)(cid:10)(cid:4)(cid:7)(cid:11)(cid:14)(cid:26)(cid:5)(cid:6)(cid:14)(cid:5)Z(cid:3)=(cid:8)(cid:14)(cid:5)(cid:8)(cid:14)(cid:7)(cid:3)(cid:12)(cid:12)((cid:8)(cid:14)(cid:16)[(cid:5)=(cid:8)(cid:7)(cid:11)(cid:3)(cid:10)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:6)((cid:3)(cid:4)(cid:14)(cid:16)(cid:18)(cid:5)(cid:16)(cid:3)(cid:5)(cid:30)(cid:8)(cid:5)(cid:8)(cid:6)(cid:7)(cid:14)(cid:8)(cid:10)(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:27)(cid:3)(cid:12)(cid:12)(cid:3){(cid:11)(cid:14)(cid:26)(cid:5)
year. Autodesk does not make any contribution for executive officers under the Nonqualified Deferred Compensation Plan.
Prior to April 2013, we maintained our Autodesk, Inc. Equity Incentive Deferral Plan, which permitted certain executive
officers to defer up to 50% of their EIP award.
2016 Proxy Statement 50
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The following table presents information regarding non-qualified deferred compensation activity for each listed officer during
fiscal 2016:
Named Executive Officer
Carl Bass
R. Scott Herren
Andrew Anagnost
Steve M. Blum
Amar Hanspal
_____________
Executive
Contributions
(Distributions)
in Fiscal
Year ($)
Aggregate
Earnings/
(Losses) in
Fiscal Year ($) (a)
63,462
/
(288,946)
124,660
/
(321)
/
(92,469)
(36,418)
(203)
Aggregate
Balance at
Fiscal Year End ($)
63,141
/
2,230,796
717,786
29,455
(a) None of the earnings or losses in this column are reflected in the Summary Compensation Table because they are not considered
preferential or above market.
Change-in-Control Arrangements and Employment Agreements
In an effort to ensure the continued service of our key executive officers in the event of a change-in-control, each of our current
executive officers, among other employees, participate in an amended and restated Executive Change in Control Program (the
Z‘(cid:7)(cid:3)(cid:26)(cid:7)(cid:6)([\(cid:5)(cid:16)(cid:29)(cid:6)(cid:16)(cid:5){(cid:6)(cid:18)(cid:5)(cid:6)==(cid:7)(cid:3)(cid:15)(cid:8)(cid:10)(cid:5)(cid:30)(cid:13)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)~(cid:3)(cid:6)(cid:7)(cid:10)(cid:5)(cid:11)(cid:14)(cid:5)(cid:25)(cid:6)(cid:7)(cid:9)h 2006 and amended most recently in September 2013. Mr. Bass has a
change-in-control provision in his employment agreement, as noted below.
Executive Change in Control Program
Under the terms of the Program, if, within sixty days prior or twelve months following a "change in control," an executive
officer who participates in the Program is terminated without "cause," or voluntarily terminates his or her employment for
"good reason" (as those terms are defined in the Program), the executive officer will receive (among other benefits), following
execution of a release and non-solicit agreement:
(cid:133)(cid:5) An amount equal to one and one-(cid:29)(cid:6)(cid:12)(cid:27)(cid:5)(cid:16)(cid:11)((cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:18)(cid:4)((cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:30)(cid:6)(cid:18)(cid:8)(cid:5)(cid:18)(cid:6)(cid:12)(cid:6)(cid:7)(cid:13)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:6)(cid:15)(cid:8)(cid:7)(cid:6)(cid:26)(cid:8)(cid:5)(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:30)(cid:3)(cid:14)(cid:4)(cid:18)!(cid:5)
=(cid:12)(cid:4)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)=(cid:7)(cid:3)-rata bonus, provided the Company bonus targets are satisfied, payable in a lump sum;
(cid:133)(cid:5) (cid:17)(cid:9)(cid:9)(cid:8)(cid:12)(cid:8)(cid:7)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)(cid:6)(cid:12)(cid:12)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:127)(cid:8)(cid:9)(cid:4)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:3)(cid:27)(cid:27)(cid:11)(cid:9)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:3)(cid:4)(cid:16)(cid:18)(cid:16)(cid:6)(cid:14)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:11)(cid:14)(cid:9)(cid:8)(cid:14)(cid:16)(cid:11)(cid:15)(cid:8)(cid:5)(cid:8)(cid:143)(cid:4)(cid:11)(cid:16)(cid:13)(cid:5)(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)!(cid:5)(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:18)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)(cid:3)=(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)](cid:28)(cid:130)(cid:18)(cid:142)(cid:5)(cid:6)(cid:14)(cid:10)
(cid:133)(cid:5) Reimbursement of the total applicable premium cost for medical and dental coverage for the executive officer and his or
her eligible spouse and dependents until the earlier of 18 months from the date of termination or when the executive officer
(cid:30)(cid:8)(cid:9)(cid:3)((cid:8)(cid:18)(cid:5)(cid:9)(cid:3)(cid:15)(cid:8)(cid:7)(cid:8)(cid:10)(cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)(cid:6)(cid:14)(cid:3)(cid:16)(cid:29)(cid:8)(cid:7)(cid:5)(cid:8)(=(cid:12)(cid:3)(cid:13)(cid:8)(cid:7)(cid:20)(cid:18)(cid:5)(cid:8)(=(cid:12)(cid:3)(cid:13)(cid:8)(cid:8)(cid:5)(cid:30)(cid:8)(cid:14)(cid:8)(cid:27)(cid:11)(cid:16)(cid:5)=(cid:12)(cid:6)(cid:14)(cid:18)?
(cid:133)(cid:5) An executive officer who is terminated for any other reason will receive severance or other benefits only to the extent the
executive would be entitled to receive them under our then-existing benefit plans and policies. If the benefits provided
under the Program constitute parachute payments under Section 280G of the Code and are subject to the excise tax
imposed by Section 4999 of the Code, then such benefits will be (1) delivered in full, or (2) delivered to such lesser extent
that would result in no portion of the benefits being subject to the excise tax, whichever results in the executive officer
receiving the greatest amount of benefits.
(cid:17)(cid:18)(cid:5)(cid:10)(cid:8)(cid:27)(cid:11)(cid:14)(cid:8)(cid:10)(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)‘(cid:7)(cid:3)(cid:26)(cid:7)(cid:6)(!(cid:5)(cid:6)(cid:5)Z(cid:9)(cid:29)(cid:6)(cid:14)(cid:26)(cid:8)(cid:5)(cid:11)(cid:14)(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:7)(cid:3)(cid:12)[(cid:5)(cid:3)(cid:9)(cid:9)(cid:4)(cid:7)(cid:18)(cid:5)(cid:11)(cid:27)(cid:5)(cid:6)(cid:14)(cid:13)(cid:5)=(cid:8)(cid:7)(cid:18)(cid:3)(cid:14)(cid:5)(cid:6)(cid:9)(cid:143)(cid:4)(cid:11)(cid:7)(cid:8)(cid:18)(cid:5)(cid:140)(cid:22)(cid:145)(cid:5)(cid:3)(cid:7)(cid:5)((cid:3)(cid:7)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:16)(cid:3)(cid:16)(cid:6)(cid:12)(cid:5)(cid:15)(cid:3)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)=(cid:3){(cid:8)(cid:7)(cid:5)
represented by voting securities, if Autodesk sells all or substantially all its assets, if Autodesk merges or consolidates with
another corporation, or if the composition of the Board changes substantially.
2016 Proxy Statement 51
Employment Agreement with Carl Bass
In March 2013, Autodesk entered into an amended and restated employment agreement with Carl Bass that provides for, among
other things, certain payments and benefits to be provided to Mr. Bass in the event his employment is terminated without
Z(cid:9)(cid:6)(cid:4)(cid:18)(cid:8)[(cid:5)(cid:3)(cid:7)(cid:5)(cid:29)(cid:8)(cid:5)(cid:7)(cid:8)(cid:18)(cid:11)(cid:26)(cid:14)(cid:18)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)Z(cid:26)(cid:3)(cid:3)(cid:10)(cid:5)(cid:7)(cid:8)(cid:6)(cid:18)(cid:3)(cid:14)(cid:130)(cid:18)[\!(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:18)(cid:4)(cid:30)(cid:18)(cid:8)(cid:143)(cid:4)(cid:8)(cid:14)(cid:16)(cid:5)
(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:26)(cid:7)(cid:6)(cid:14)(cid:16)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)](cid:28)(cid:130)(cid:18)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:6)(cid:5)(cid:26)(cid:7)(cid:6)(cid:14)(cid:16)(cid:5)(cid:10)(cid:6)(cid:16)(cid:8)(cid:5)(cid:15)(cid:6)(cid:12)(cid:4)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)>(cid:21)(cid:140)(cid:22)!(cid:22)(cid:22)(cid:22)(cid:5)(cid:3)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:10)(cid:6)(cid:16)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:17)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:25)(cid:8)(cid:8)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)@Z(cid:28)(cid:4)(cid:30)(cid:18)(cid:8)(cid:143)(cid:4)(cid:8)(cid:14)(cid:16)(cid:5)(cid:17)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)](cid:28)(cid:130)(cid:18)[\?(cid:5)
The Initial RSUs vest over a three-year period; Subsequent Annual RSUs vest over a one-year period.
The table below presents information concerning the compensation paid by us to each of our non-employee directors for fiscal
2016. Messrs. Clarke, Ferguson and Hill were not directors of the Company during fiscal 2016 and did not receive
compensation from the Company during that period. Mr. Bass, who was an Autodesk employee during fiscal 2016, did not
receive additional compensation for his service as a director.
2016 Proxy Statement 56
Director
Crawford W. Beveridge
J. Hallam Dawson (c)
Thomas Georgens
Per-Kristian Halvorsen (c)
Mary T. McDowell
Lorrie M. Norrington
Betsy Rafael
Stacy J. Smith
Steven M. West
Fees Earned or
Paid in Cash
($) (a)
Stock Awards
($) (b)
Total
($)
140,000
75,000
75,000
85,000
95,000
100,000
75,000
75,000
75,000
249,949
264,911
249,949
266,933
268,919
269,903
249,949
264,911
249,949
389,949
339,911
324,949
351,933
363,919
369,903
324,949
339,911
324,949
(a) Fees Earned or Paid in Cash reflects the dollar amounts of fees earned. As noted above, during fiscal 2016, directors could elect to
receive up to 100% of their compensation in the form of RSUs in lieu of cash. The following table represents actual cash received by
the directors in fiscal 2016 based on their elections. See footnote (b) for more information regarding the RSUs granted in lieu of cash.
Director
Crawford W. Beveridge
J. Hallam Dawson
Thomas Georgens
Per-Kristian Halvorsen
Mary T. McDowell
Lorrie M. Norrington
Betsy Rafael
Stacy J. Smith
Steven M. West
Fees Actually Paid in Cash ($)
140,000
/
75,000
/
/
/
75,000
/
75,000
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(b) The Stock Awards column reflects (i) the grant date fair value of the Initial RSUs and Subsequent Annual RSUs and (ii) the pro-rata
grant date fair value of 20% of the stock awards the directors earned during fiscal 2016 in lieu of cash. The 20% represents the
premium of $1.20 worth of stock for each $1.00 of cash compensation foregone. The assumptions used in the valuation of these
(cid:6){(cid:6)(cid:7)(cid:10)(cid:18)(cid:5)(cid:6)(cid:7)(cid:8)(cid:5)(cid:18)(cid:8)(cid:16)(cid:5)(cid:27)(cid:3)(cid:7)(cid:16)(cid:29)(cid:5)(cid:11)(cid:14)(cid:5)_(cid:3)(cid:16)(cid:8)(cid:5)(cid:23)!(cid:5)Z~(cid:4)(cid:18)(cid:11)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:28)(cid:4)(((cid:6)(cid:7)(cid:13)(cid:5)(cid:3)(cid:27)(cid:5)(cid:28)(cid:11)(cid:26)(cid:14)(cid:11)(cid:27)(cid:11)(cid:9)(cid:6)(cid:14)(cid:16)(cid:5)(cid:17)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)‘(cid:3)(cid:12)(cid:11)(cid:9)(cid:11)(cid:8)(cid:18)[(cid:5)(cid:11)(cid:14)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)_(cid:3)(cid:16)(cid:8)(cid:18)(cid:5)(cid:16)(cid:3)(cid:5)<(cid:3)(cid:14)(cid:18)(cid:3)(cid:12)(cid:11)(cid:10)(cid:6)(cid:16)(cid:8)(cid:10)(cid:5)#(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)ial
Statements in our fiscal 2016 Annual Report on Form 10-K filed on March 23, 2016. These amounts do not correspond to the actual
value that will be realized by the directors upon the vesting of RSUs or the sale of the Common Stock underlying such awards.
(c) Messrs. Dawson and Halvorsen will not be standing for re-election at the 2016 annual meeting of stockholders.
2016 Proxy Statement 57
The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 10, 2014, in
lieu of cash foregone for the June 10, 2014, through June 10, 2015, Directors' Compensation Cycle:
Director
Crawford W. Beveridge
J. Hallam Dawson
Thomas Georgens
Per-Kristian Halvorsen
Mary T. McDowell
Lorrie M. Norrington
Betsy Rafael
Stacy J. Smith
Steven M. West
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Restricted Stock Unit
Total Number
of Shares (#)
Number of Shares
Representing the
20% Premium (#)
Grant Date Fair
Value of Stock
Awards ($)
Grant Date Fair Value of the
20% Premium of the Stock
Awards ($)
/
1,664
/
1,886
2,107
2,218
/
1,664
/
/
277
/
314
351
369
/
277
/
/
89,989
/
101,995
113,947
119,949
/
89,989
/
/
14,980
/
16,981
18,982
19,956
/
14,980
/
The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 10, 2015, in
lieu of cash foregone for the June 10, 2015, through June 15, 2016, Directors' Compensation Cycle:
Director
Crawford W. Beveridge
J. Hallam Dawson
Thomas Georgens
Per-Kristian Halvorsen
Mary T. McDowell
Lorrie M. Norrington
Betsy Rafael
Stacy J. Smith
Steven M. West
Restricted Stock Unit
Total
Number of
Shares (#)
Number of Shares
Representing the
20% Premium (#)
Grant Date Fair
Value of Stock
Awards ($)
/
1,637
/
1,855
2,073
2,183
/
1,637
/
/
272
/
309
345
363
/
272
/
/
89,986
/
101,969
113,953
120,000
/
89,986
/
Grant Date Fair Value
of the 20% Premium of
the Stock Awards ($)
/
14,952
/
16,986
18,965
19,954
/
14,952
/
The following table shows the total amounts and fair values of Subsequent Annual RSUs and Initial RSUs granted during fiscal
2016.
Director
Crawford W. Beveridge
J. Hallam Dawson
Thomas Georgens
Per-Kristian Halvorsen
Mary T. McDowell
Lorrie M. Norrington
Betsy Rafael
Stacy J. Smith
Steven M. West
2016 Proxy Statement 58
Restricted Stock Unit
Grant Date
Number of
Shares (#)
6/10/2015
6/10/2015
6/10/2015
6/10/2015
6/10/2015
6/10/2015
6/10/2015
6/10/2015
6/10/2015
4,547
4,547
4,547
4,547
4,547
4,547
4,547
4,547
4,547
Grant Date Fair
Value of Stock
Awards ($)
249,949
249,949
249,949
249,949
249,949
249,949
249,949
249,949
249,949
The aggregate number of each director's stock options and RSUs outstanding at January 31, 2016, was:
Directors
Crawford W. Beveridge
J. Hallam Dawson
Thomas Georgens
Per-Kristian Halvorsen
Mary T. McDowell
Lorrie M. Norrington
Betsy Rafael
Stacy J. Smith
Steven M. West
Aggregate Number of Shares
Underlying Stock Options
Outstanding
Aggregate Number of Shares
Underlying Outstanding Restricted
Stock Units
28,000
20,000
/
/
24,000
50,000
/
50,000
/
4,547
6,184
4,547
6,402
6,620
6,730
4,547
6,184
4,547
Equity Compensation Plan Information
The following table summarizes the number of outstanding options granted to employees and directors, as well as the number
of securities remaining available for future issuance under these plans as of January 31, 2016.
(a)
(b)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (in
millions) (#)
Weighted-average
exercise price of
outstanding
options, warrants
and rights ($)
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (in
millions) (#)
9.3
9.3
37.06
37.06
(1)
62.9
62.9
Plan category
Equity compensation plans approved by security
holders
Total
______________
(1) Included in this amount are (cid:139)(cid:128)?(cid:128)(cid:5)((cid:11)(cid:12)(cid:12)(cid:11)(cid:3)(cid:14)(cid:5)(cid:18)(cid:8)(cid:9)(cid:4)(cid:7)(cid:11)(cid:16)(cid:11)(cid:8)(cid:18)(cid:5)(cid:6)(cid:15)(cid:6)(cid:11)(cid:12)(cid:6)(cid:30)(cid:12)(cid:8)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:27)(cid:4)(cid:16)(cid:4)(cid:7)(cid:8)(cid:5)(cid:11)(cid:18)(cid:18)(cid:4)(cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:23)(cid:138)(cid:138)(cid:144)(cid:5)(cid:131)(=(cid:12)(cid:3)(cid:13)(cid:8)(cid:8)(cid:5)(cid:153)(cid:4)(cid:6)(cid:12)(cid:11)(cid:27)(cid:11)(cid:8)(cid:10)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)
Purchase Plan.
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2016 Proxy Statement 59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The (cid:27)(cid:3)(cid:12)(cid:12)(cid:3){(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:6)(cid:30)(cid:12)(cid:8)(cid:5)(cid:18)(cid:8)(cid:16)(cid:18)(cid:5)(cid:27)(cid:3)(cid:7)(cid:16)(cid:29)(cid:5)(cid:9)(cid:8)(cid:7)(cid:16)(cid:6)(cid:11)(cid:14)(cid:5)(cid:11)(cid:14)(cid:27)(cid:3)(cid:7)((cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:9)(cid:3)(cid:14)(cid:9)(cid:8)(cid:7)(cid:14)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:30)(cid:8)(cid:14)(cid:8)(cid:27)(cid:11)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5)(cid:3){(cid:14)(cid:8)(cid:7)(cid:18)(cid:29)(cid:11)=(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)<(cid:3)(((cid:3)(cid:14)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)(cid:5)(cid:6)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)
March 31, 2016, for each person or entity who is known by Autodesk to own beneficially more than 5% of the outstanding
shares of Autodesk C(cid:3)(((cid:3)(cid:14)(cid:5)(cid:28)(cid:16)(cid:3)(cid:9)(cid:19)!(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:10)(cid:11)(cid:7)(cid:8)(cid:9)(cid:16)(cid:3)(cid:7)(cid:18)(cid:5)@(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:14)(cid:3)((cid:11)(cid:14)(cid:8)(cid:8)(cid:18)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:10)(cid:11)(cid:7)(cid:8)(cid:9)(cid:16)(cid:3)(cid:7)(cid:18)\!(cid:5)(cid:8)(cid:6)(cid:9)(cid:29)(cid:5)(cid:3)(cid:27)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:14)(cid:6)((cid:8)(cid:10)(cid:5)
executive officers, and all directors and executive officers as a group.
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5% Stockholders, Directors and Officers (1)
Principal Stockholders:
The Vanguard Group, Inc. (4)
Clearbridge Investments, LLC (5)
BlackRock, Inc. (6)
Eminence Capital, LP (7)
Sachem Head Capital Management LP (8)
Soroban Capital GP LLC (9)
Non-Employee Directors:
Crawford W. Beveridge (10)
Jeff Clarke (11)
J. Hallam Dawson (12)
Scott Ferguson (13)
Tom Georgens
Per-Kristian Halvorsen (14)
Richard (Rick) S. Hill (15)
Mary T. McDowell (16)
Lorrie M. Norrington (17)
Betsy Rafael
Stacy J. Smith (18)
Steven M. West
Named Executive Officers:
Carl Bass (19)
R. Scott Herren
Andrew Anagnost
Steven M. Blum (20)
Amar Hanspal (21)
All directors and executive officers as a group (19 individuals) (22)
_______________
* Represents less than one percent (1%) of the outstanding Common Stock.
Common Stock
Beneficially
Owned (2)
Percentage
Beneficially
Owned (3)
19,337,475
15,757,104
13,737,429
13,079,213
12,890,000
12,800,490
51,773
/
73,900
12,890,000
16,608
23,938
/
56,940
66,074
1,361
81,828
33,205
422,870
14,232
44,697
93,869
126,462
14,100,851
8.5 %
7.0 %
6.1 %
5.8 %
5.7 %
5.7 %
*
*
*
5.7 %
*
*
*
*
*
*
*
*
*
*
*
*
*
6.2 %
(1) Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., 111 McInnis Parkway,
San Rafael, California 94903.
(2) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the
information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership
includes any shares the individual or entity has the right to acquire within 60 days of March 31, 2016, through the exercise of any
stock option or other right. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power
(or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.
(3) The total number of shares of Common Stock outstanding as of March 31, 2016, was 226,326,732.
(4) As of December (cid:128)(cid:23)!(cid:5)(cid:21)(cid:22)(cid:23)(cid:140)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:7)(cid:8)=(cid:3)(cid:7)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:10)(cid:6)(cid:16)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)$(cid:29)(cid:8)(cid:5)(cid:149)(cid:6)(cid:14)(cid:26)(cid:4)(cid:6)(cid:7)(cid:10)(cid:5)(cid:132)(cid:7)(cid:3)(cid:4)=!(cid:5)|(cid:14)(cid:9)?(cid:20)(cid:18)(cid:5)((cid:3)(cid:18)(cid:16)(cid:5)(cid:7)(cid:8)(cid:9)(cid:8)(cid:14)(cid:16)(cid:5)(cid:27)(cid:11)(cid:12)(cid:11)(cid:14)(cid:26)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:28)(cid:131)<(cid:5)=(cid:4)(cid:7)(cid:18)(cid:4)(cid:6)(cid:14)(cid:16)(cid:5)(cid:16)(cid:3)(cid:5)(cid:28)(cid:8)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14) 13(g)
of the Exchange Act filed on February 10, 2016, The Vanguard Group, Inc. was deemed to have sole voting power with respect to
424,912 shares, sole dispositive power with respect to 18,888,178 shares, shared voting power with respect to 22,400 shares, and
2016 Proxy Statement 60
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shared dispositive power with respect to 449,297 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern,
PA 19355.
(5) As of December 31, 2015, the reporting date of Clearbridge Investments, LLC's most recent filing with the SEC pursuant to
Section 13(g) of the Exchange Act filed on February 16, 2016, Clearbridge Investments, LLC was deemed to have sole voting power
with respect to 15,401,064 shares, sole dispositive power with respect to 15,757,104 shares, and shared voting and shared dispositive
power with respect to 0 shares. The address of Clearbridge Investments, LLC is 620 8th Avenue, New York, NY 10018.
(6) As of December (cid:128)(cid:23)!(cid:5)(cid:21)(cid:22)(cid:23)(cid:140)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:7)(cid:8)=(cid:3)(cid:7)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:10)(cid:6)(cid:16)(cid:8)(cid:5)(cid:3)(cid:27)(cid:5)~(cid:12)(cid:6)(cid:9)(cid:19)](cid:3)(cid:9)(cid:19)!(cid:5)|(cid:14)(cid:9)?(cid:20)(cid:18)(cid:5)((cid:3)(cid:18)(cid:16)(cid:5)(cid:7)(cid:8)(cid:9)(cid:8)(cid:14)(cid:16)(cid:5)(cid:27)(cid:11)(cid:12)(cid:11)(cid:14)(cid:26)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:28)(cid:131)<(cid:5)=(cid:4)(cid:7)(cid:18)(cid:4)(cid:6)(cid:14)(cid:16)(cid:5)(cid:16)(cid:3)(cid:5)(cid:28)(cid:8)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14) 13(g) of the
Exchange Act filed on January 25, 2016, BlackRock, Inc. was deemed to have sole voting power with respect to 11,878,306 shares,
sole dispositve power with respect to 13,737,429 shares, and shared voting and dispositive power with respect to 0 shares. The
address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10022.
(7) Based on a Schedule 13D/A filed with the SEC on March 11, 2016, pursuant to which (a) Eminence Capital, LP reported to have sole
voting and dispositive power with respect to 0 shares and shared voting and dispositive power with respect to 13,079,213 shares, (b)
Eminence GP, LLC reported to have sole voting and dispositive power with respect to 0 shares and shared voting and dispositive
power with respect to 10,610,020 shares and (c) Ricky C. Sandler reported to have sole voting and dispositive power with respect to
3,375 shares and shared voting and dispositive power with respect to 13,079,213 shares. The address of the reporting persons is 65
East 55th Street, 25th Floor, New York, NY 10022.
(8) Based on a Schedule 13D/A filed with the SEC on March 11, 2016, pursuant to which (a) each of Sachem Head Capital Management
LP, Uncas GP LLC, and Scott D. Ferguson reported to have sole voting and dispositive power with respect to 0 shares and shared
voting and dispositive power with respect to 12,890,000 shares, and (b) Sachem Head GP LLC reported to have sole voting and
dispositive power with respect to 0 shares and shared voting and dispositive power with respect to 7,175,000 shares. The address of
the reporting persons is 399 Park Avenue, 32nd Floor, New York, NY 10022.
(9) As of December 31, 2015, the reporting date of Soroban Capital GP LLC's most recent filing with the SEC pursuant to Section 13(g)
of the Exchange Act filed on February 16, 2016, Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP
LLC and Eric W. Mandelblatt were deemed to have shared voting and dispositive power with respect to 12,800,490 shares, of which
Soroban Master Fund LP held shared voting and dispositive power with respect to 12,800,490 shares. None of those parties held sole
voting and dispositive power with respect to the shares. The address of Soroban Capital GP LLC, Soroban Capital Partners GP LP,
Soroban Capital Partners GP LLC and Eric W. Mandelblatt is 444 Madison Avenue, 21st Floor, New York, NY 10022. The address
of Soroban Master Fund, LP is 45 Market Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands.
(10) Includes 24,000 shares subject to options exercisable within 60 days of March 31, 2016.
(11) Upon appointment to the Board on March 11, 2016, Mr. Clarke was granted 8,042 restricted stock units, none of which vest within 60
days of March 31, 2016.
(12) Includes 20,000 shares subject to options exercisable within 60 days of March 31, 2016. Mr. Dawson will not stand for re-election at
the 2016 annual meeting of stockholders.
(13) Based on a Schedule 13D/A filed with the SEC on March 11, 2016. Mr. Ferguson reported to have sole voting and dispositive power
with respect to 0 shares and shared voting and dispositive power with respect to 12,890,000 shares. See footnote 8 above for further
(cid:11)(cid:14)(cid:27)(cid:3)(cid:7)((cid:6)(cid:16)(cid:11)(cid:3)(cid:14)?(cid:5)(cid:25)(cid:7)?(cid:5)#(cid:8)(cid:7)(cid:26)(cid:4)(cid:18)(cid:3)(cid:14)(cid:20)(cid:18)(cid:5)(cid:6)(cid:10)(cid:10)(cid:7)(cid:8)(cid:18)(cid:18)(cid:5)(cid:11)s 399 Park Avenue, 32nd Floor, New York, NY 10022. Upon appointment to the Board on
March 11, 2016, Mr. Ferguson was granted 8,042 restricted stock units, none of which vest within 60 days of March 31, 2016.
(14) Dr. Halvorsen will not stand for re-election at the 2016 annual meeting of stockholders.
(15) Upon appointment to the Board on March 11, 2016, Mr. Hill was granted 8,042 restricted stock units, none of which vest within 60
days of March 31, 2016.
(16) Includes 24,000 shares subject to options exercisable within 60 days of March 31, 2016.
(17) Includes 50,000 shares subject to options exercisable within 60 days of March 31, 2016.
(18) Includes 50,000 shares subject to options exercisable within 60 days of March 31, 2016.
(19) Includes 300,000 shares subject to options exercisable within 60 days of March 31, 2016. Includes 90,057 shares held by an
irrevocable trust, as to which Mr. Bass holds sole voting rights, but no dispositive rights, as special voting trustee. Mr. Bass disclaims
beneficial ownership of the shares held in trust except to the extent of his pecuniary interest.
(20) Includes 50,000 shares subject to options exercisable within 60 days of March 31, 2016.
(21) Includes 27,500 shares subject to options exercisable within 60 days of March 31, 2016.
(22) Includes 545,500 shares subject to options exercisable within 60 days of March 31, 2016.
2016 Proxy Statement 61
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review, Approval or Ratification of Related Person Transactions
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Autodesk's Related Party Transactions Policy states that all transactions between or among Autodesk and its wholly-owned
subsidiaries and any Related Party, as defined in the Policy, requires the prior written approval of the Chief Financial Officer.
Non-routine transactions with vendors and suppliers to Autodesk and its wholly-owned subsidiaries require the prior written
approval of the Corporate Controller. In addition, in accordance with our Code of Business Conduct and the charter for the
(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)!(cid:5)(cid:3)(cid:4)(cid:7)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:7)(cid:8)(cid:15)(cid:11)(cid:8){(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:6)==(cid:7)(cid:3)(cid:15)(cid:8)(cid:18)(cid:5)(cid:11)(cid:14)(cid:5)(cid:6)(cid:10)(cid:15)(cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:6)(cid:14)(cid:13)(cid:5)=(cid:7)(cid:3)=(cid:3)(cid:18)(cid:8)(cid:10)(cid:5)Z(cid:7)(cid:8)(cid:12)(cid:6)(cid:16)(cid:8)(cid:10)(cid:5)=(cid:8)(cid:7)(cid:18)(cid:3)(cid:14)[(cid:5)(cid:16)(cid:7)(cid:6)(cid:14)(cid:18)(cid:6)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)?(cid:5)(cid:17)(cid:14)(cid:13)(cid:5)
related person transaction will be disclosed in an SEC filing as required by the rules of the SEC. For purposes of these
=(cid:7)(cid:3)(cid:9)(cid:8)(cid:10)(cid:4)(cid:7)(cid:8)(cid:18)!(cid:5)Z(cid:7)(cid:8)(cid:12)(cid:6)(cid:16)(cid:8)(cid:10)(cid:5)=(cid:8)(cid:7)(cid:18)(cid:3)(cid:14)[(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)Z(cid:16)(cid:7)(cid:6)(cid:14)(cid:18)(cid:6)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14)[(cid:5)(cid:29)(cid:6)(cid:15)(cid:8)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)((cid:8)(cid:6)(cid:14)(cid:11)(cid:14)(cid:26)(cid:18)(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:6)(cid:11)(cid:14)(cid:8)(cid:10)(cid:5)(cid:11)(cid:14)(cid:5)|(cid:16)(cid:8)( 404 of Regulation S-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the SEC and the NASDAQ. Such executive officers, directors and stockholders also are required by SEC rules to furnish us
with copies of all Section 16(a) forms that they file.
Based solely on our review of the copies of such reports furnished to us and written representations that no other reports were
required to be filed during fiscal 2016, we are not aware of any late Section 16(a) filings, except for one late report on Form 4
due to a clerical error, relating to the sale of shares pursuant to a 10b5-1 trading plan, for Jan Becker.
2016 Proxy Statement 62
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee is a committee of the Board consisting solely of independent directors as required by the listing standards
of the NASDAQ and rules of the SEC. The Audit Committee operates under a written charter approved by the Board, which is
(cid:6)(cid:15)(cid:6)(cid:11)(cid:12)(cid:6)(cid:30)(cid:12)(cid:8)(cid:5)(cid:3)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:151)(cid:18)(cid:5){(cid:8)(cid:30)(cid:18)(cid:11)(cid:16)(cid:8)(cid:5)(cid:6)(cid:16)(cid:5){{{?(cid:6)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)?(cid:9)(cid:3)((cid:5)(cid:4)(cid:14)(cid:10)(cid:8)(cid:7)(cid:5)Z|(cid:14)(cid:15)(cid:8)(cid:18)(cid:16)(cid:3)(cid:7)(cid:5)](cid:8)(cid:12)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)/Corporate Governance.[(cid:5)$(cid:29)(cid:8)(cid:5)(cid:9)(cid:3)(=(cid:3)(cid:18)(cid:11)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)
the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter,
are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews
(cid:6)(cid:14)(cid:10)(cid:5)(cid:6)(cid:18)(cid:18)(cid:8)(cid:18)(cid:18)(cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:6)(cid:10)(cid:8)(cid:143)(cid:4)(cid:6)(cid:9)(cid:13)(cid:5)(cid:3)(cid:27)(cid:5)(cid:11)(cid:16)(cid:18)(cid:5)(cid:9)(cid:29)(cid:6)(cid:7)(cid:16)(cid:8)(cid:7)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)=(cid:8)(cid:7)(cid:27)(cid:3)(cid:7)((cid:6)(cid:14)(cid:9)(cid:8)(cid:5)(cid:3)(cid:14)(cid:5)(cid:6)(cid:14)(cid:5)(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:30)(cid:6)(cid:18)(cid:11)(cid:18)?
(cid:17)(cid:18)(cid:5)(cid:10)(cid:8)(cid:18)(cid:9)(cid:7)(cid:11)(cid:30)(cid:8)(cid:10)(cid:5)((cid:3)(cid:7)(cid:8)(cid:5)(cid:27)(cid:4)(cid:12)(cid:12)(cid:13)(cid:5)(cid:11)(cid:14)(cid:5)(cid:11)(cid:16)(cid:18)(cid:5)(cid:9)(cid:29)(cid:6)(cid:7)(cid:16)(cid:8)(cid:7)!(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)(cid:7)(cid:3)(cid:12)(cid:8)(cid:5)(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:3)(cid:15)(cid:8)(cid:7)(cid:18)(cid:11)(cid:26)(cid:29)(cid:16)(cid:5)(cid:3)(cid:27)(cid:5)(cid:3)(cid:4)(cid:7)(cid:5)(cid:27)(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)!(cid:5)(cid:6)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)
reporting processes; our system of internal accounting and financial controls; and oversight of the management of risks
(cid:6)(cid:18)(cid:18)(cid:3)(cid:9)(cid:11)(cid:6)(cid:16)(cid:8)(cid:10)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:20)(cid:18)(cid:5)(cid:27)(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5)(cid:7)(cid:8)=(cid:3)(cid:7)(cid:16)(cid:11)(cid:14)(cid:26)!(cid:5)(cid:6)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:6)(cid:4)(cid:10)(cid:11)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)((cid:6)(cid:16)(cid:16)(cid:8)(cid:7)(cid:18)?(cid:5)$(cid:29)(cid:8)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:3)(cid:15)(cid:8)(cid:7)(cid:18)(cid:8)(cid:8)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)
appointment, compensation, engagement, retention, termination and services of our independent registered public accounting
firm, Ernst & Young LLP, including conducting a review of its independence; reviewing and approving the planned scope of
(cid:3)(cid:4)(cid:7)(cid:5)(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:6)(cid:4)(cid:10)(cid:11)(cid:16)(cid:142)(cid:5)(cid:3)(cid:15)(cid:8)(cid:7)(cid:18)(cid:8)(cid:8)(cid:11)(cid:14)(cid:26)(cid:5)(cid:131)(cid:7)(cid:14)(cid:18)(cid:16)(cid:5)(cid:134)(cid:5)(cid:2)(cid:3)(cid:4)(cid:14)(cid:26)(cid:5)%%‘(cid:20)(cid:18) audit work; reviewing and pre-approving any audit and permissible non-
audit services and fees that may be performed by Ernst & Young LLP; reviewing with management and Ernst & Young LLP
compliance by Autodesk with establishing and maintaining an adequate system of internal financial and disclosure controls;
reviewing our critical accounting policies and the application of accounting principles; monitoring the rotation of partners of
Ernst & Young LLP on our audit engagement team as required by regulation; (cid:7)(cid:8)(cid:15)(cid:11)(cid:8){(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)<(cid:3)(=(cid:6)(cid:14)(cid:13)(cid:20)(cid:18)(cid:5)(cid:16)(cid:7)(cid:8)(cid:6)(cid:18)(cid:4)(cid:7)(cid:13)
policies and tax positions; and overseeing the performance of our internal audit function. The Audit Committee establishes and
oversees compliance by Autodesk with the procedures for handling complaints regarding accounting, internal accounting
controls, or auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding
(cid:6)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:6)(cid:4)(cid:10)(cid:11)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)((cid:6)(cid:16)(cid:16)(cid:8)(cid:7)(cid:18)?(cid:5)$(cid:29)(cid:8)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:20)(cid:18)(cid:5)(cid:7)(cid:3)(cid:12)(cid:8)(cid:5)(cid:6)(cid:12)(cid:18)(cid:3)(cid:5)(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:8)(cid:18)(cid:5)((cid:8)(cid:8)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:16)(cid:3)(cid:5)(cid:7)(cid:8)(cid:15)(cid:11)(cid:8){(cid:5)(cid:3)(cid:4)(cid:7)(cid:5)(cid:6)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)(cid:6)(cid:4)(cid:10)(cid:11)(cid:16)ed financial
statements and quarterly financial statements with management and Ernst & Young LLP. The Audit Committee held 10
meetings during fiscal 2016. Management is responsible for the quarterly and annual financial statements and the reporting
process, including the systems of internal controls. Ernst & Young LLP is responsible for expressing an opinion on the
conformity of our audited financial statements with generally accepted accounting principles. Within this context, the Audit
Committee reviewed and discussed the audited financial statements for fiscal 2016 with management and Ernst & Young LLP.
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The Audit Committee has received the written disclosures and letter from Ernst & Young LLP required by applicable
requirements of the Public Company Accounting Oversight Board regarding Ernst (cid:134)(cid:5)(cid:2)(cid:3)(cid:4)(cid:14)(cid:26)(cid:5)%%‘(cid:20)(cid:18)(cid:5)(cid:9)(cid:3)(((cid:4)(cid:14)(cid:11)(cid:9)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)
Audit Committee concerning independence, has discussed with Ernst & Young LLP the independence of that firm, and has
considered whether the provision of non-audit services was compatible with maintaining the independence of that firm. In
addition, the Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Public Company
(cid:17)(cid:9)(cid:9)(cid:3)(cid:4)(cid:14)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5))(cid:15)(cid:8)(cid:7)(cid:18)(cid:11)(cid:26)(cid:29)(cid:16)(cid:5)~(cid:3)(cid:6)(cid:7)(cid:10)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:11)(cid:14)(cid:26)(cid:5)(cid:28)(cid:16)(cid:6)(cid:14)(cid:10)(cid:6)(cid:7)(cid:10)(cid:5)_(cid:3)?(cid:5)(cid:23)(cid:24)!(cid:5)Z<(cid:3)(((cid:4)(cid:14)(cid:11)(cid:9)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:18)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:18)?[(cid:5)$(cid:29)(cid:8)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:6)(cid:12)(cid:18)(cid:3)(cid:5)
discussed with management and with Ernst (cid:134)(cid:5)(cid:2)(cid:3)(cid:4)(cid:14)(cid:26)(cid:5)%%‘(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:15)(cid:6)(cid:12)(cid:4)(cid:6)(cid:16)(cid:11)(cid:3)(cid:14)(cid:5)(cid:3)(cid:27)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:14)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:7)(cid:3)(cid:12)(cid:18)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:8)(cid:27)(cid:27)(cid:8)(cid:9)(cid:16)(cid:11)(cid:15)(cid:8)(cid:14)(cid:8)(cid:18)(cid:18)(cid:5)(cid:3)(cid:27)(cid:5)
(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:14)(cid:6)(cid:12)(cid:5)(cid:9)(cid:3)(cid:14)(cid:16)(cid:7)(cid:3)(cid:12)(cid:5)(cid:3)(cid:15)(cid:8)(cid:7)(cid:5)(cid:27)(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5)(cid:7)(cid:8)=(cid:3)(cid:7)(cid:16)(cid:11)(cid:14)(cid:26)!(cid:5)(cid:6)(cid:18)(cid:5)(cid:7)(cid:8)(cid:143)(cid:4)(cid:11)(cid:7)(cid:8)(cid:10)(cid:5)(cid:30)(cid:13)(cid:5)(cid:28)(cid:8)(cid:9)(cid:16)(cid:11)(cid:3)(cid:14) 404 of the Sarbanes-Oxley Act of 2002.
$(cid:29)(cid:8)(cid:5)(cid:17)(cid:4)(cid:10)(cid:11)(cid:16)(cid:5)<(cid:3)(((cid:11)(cid:16)(cid:16)(cid:8)(cid:8)(cid:5)(cid:10)(cid:11)(cid:18)(cid:9)(cid:4)(cid:18)(cid:18)(cid:8)(cid:10)(cid:5){(cid:11)(cid:16)(cid:29)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:11)(cid:14)(cid:16)(cid:8)(cid:7)(cid:14)(cid:6)(cid:12)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)(cid:11)(cid:14)(cid:10)(cid:8)=(cid:8)(cid:14)(cid:10)(cid:8)(cid:14)(cid:16)(cid:5)(cid:6)(cid:4)(cid:10)(cid:11)(cid:16)(cid:3)(cid:7)(cid:18)(cid:5)(cid:16)(cid:29)(cid:8)(cid:5)(cid:3)(cid:15)(cid:8)(cid:7)(cid:6)(cid:12)(cid:12)(cid:5)(cid:18)(cid:9)(cid:3)=(cid:8)(cid:5)(cid:6)(cid:14)(cid:10)(cid:5)=(cid:12)(cid:6)(cid:14)(cid:18)(cid:5)(cid:27)(cid:3)(cid:7)(cid:5)(cid:16)(cid:29)(cid:8)(cid:11)(cid:7)(cid:5)
respective audits. In addition, the Audit Committee met with the internal and the independent auditors, with and without
management present, on a regular basis in fiscal 2016 and discussed the results of their examinations and the overall quality of
(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:27)(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5)(cid:7)(cid:8)=(cid:3)(cid:7)(cid:16)(cid:11)(cid:14)(cid:26)?
On the basis of these reviews and discussions, the Audit Committee recommended to the Board (and the Board has approved)
(cid:16)(cid:29)(cid:6)(cid:16)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:6)(cid:4)(cid:10)(cid:11)(cid:16)(cid:8)(cid:10)(cid:5)(cid:27)(cid:11)(cid:14)(cid:6)(cid:14)(cid:9)(cid:11)(cid:6)(cid:12)(cid:5)(cid:18)(cid:16)(cid:6)(cid:16)(cid:8)((cid:8)(cid:14)(cid:16)(cid:18)(cid:5)(cid:30)(cid:8)(cid:5)(cid:11)(cid:14)(cid:9)(cid:12)(cid:4)(cid:10)(cid:8)(cid:10)(cid:5)(cid:11)(cid:14)(cid:5)(cid:17)(cid:4)(cid:16)(cid:3)(cid:10)(cid:8)(cid:18)(cid:19)(cid:20)(cid:18)(cid:5)(cid:17)(cid:14)(cid:14)(cid:4)(cid:6)(cid:12)(cid:5)](cid:8)=(cid:3)(cid:7)(cid:16)(cid:5)(cid:3)(cid:14)(cid:5)#(cid:3)(cid:7)((cid:5)(cid:23)(cid:22)-K for the fiscal year ended
January 31, 2016, for filing with the SEC.
2016 Proxy Statement 63
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Betsy Rafael (Chair)
J. Hallam Dawson
Lorrie M. Norrington
Steven M. West
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2016 Proxy Statement 64
OTHER MATTERS
The Board does not know of any other matters to be presented at the Annual Meeting. If any other matters are properly
presented at the Annual Meeting, shares of Common Stock represented by proxy will be voted in accordance with the
discretion of the proxy holders.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold.
Autodesk urges you to vote at your earliest convenience.
THE BOARD OF DIRECTORS
May 2, 2016
San Rafael, California
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2016 Proxy Statement 65
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2016
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-14338
_____________________________________________________________
AUTODESK, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
111 McInnis Parkway,
San Rafael, California
(Address of principal executive offices)
94-2819853
(I.R.S. employer
Identification No.)
94903
(Zip Code)
Registrant’s telephone number, including area code: (415) 507-5000
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 Par Value
Name of each exchange
on which registered
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Securities registered pursuant to Section 12(g) of the Act: None
_____________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
No
(“Exchange Act”). Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes
As of July 31, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately 225.6 million shares
No
of the registrant’s common stock outstanding that were held by non-affiliates, and the aggregate market value of such shares held by non-affiliates of the
registrant (based on the closing sale price of such shares on the NASDAQ Global Select Market on July 31, 2015) was approximately $11.4 billion. Shares of
the registrant’s common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 9, 2016, the registrant had outstanding 224,493,192 shares of common stock.
Portions of the Proxy Statement for registrant’s Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference in Part III of this
Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
2016 Form 10-K 1
[THIS PAGE INTENTIONALLY LEFT BLANK]
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2016 Form 10-K 2
AUTODESK, INC. FORM 10-K
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Signatures
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
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2016 Form 10-K 3
FORWARD-LOOKING INFORMATION
The discussion in this Annual Report on Form 10-K contains trend analyses and other forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-
looking statements are any statements that look to future events and consist of, among other things, our business strategies,
anticipated future net revenue, future GAAP and non-GAAP (loss) income per share, operating margin, operating expenses,
billings, annualized recurring revenue, annualized revenue per subscription, other future financial results (by product type and
geography) and subscriptions, the effectiveness of our efforts to successfully manage transitions to new business models and
markets, our expectations regarding the continued transition of our business model, revenue from our channel partners and
changes in mix of channel partners, our ability to increase our subscription base, expected market trends, including the growth
of cloud, mobile and social computing, the effect of unemployment and availability of credit, the effects of mixed global
economic conditions, our expectations for our restructuring, the effects of revenue recognition, our backlog, expected trends in
certain financial metrics, including expenses and the predictability and ratability of our revenue over time, the impact of
acquisitions and investment activities, expectations regarding our cash needs, the effects of fluctuations in exchange rates and
our hedging activities on our financial results, our ability to successfully expand adoption of our products, our ability to gain
market acceptance of new businesses and sales initiatives, and the impact of economic volatility and geopolitical activities in
certain countries, particularly emerging economy countries, and the effects of potential non-cash charges on our financial
results and the resulting effect on our financial results. In addition, forward-looking statements also consist of statements
involving expectations regarding product capability and acceptance, continuation of our stock repurchase program,
remediations to our controls environment, statements regarding our liquidity and short-term and long-term cash requirements,
as well as statements involving trend analyses and statements including such words as “may,” “believe,” “could,”
“anticipate,” “would,” “might,” “plan,” “expect,” and similar expressions or the negative of these terms or other comparable
terminology. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to
business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking
statements as a result of a number of factors, including those set forth below in Item 1A, “Risk Factors,” and in our other
reports filed with the U.S. Securities and Exchange Commission. We assume no obligation to update the forward-looking
statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by
law.
ITEM 1.
BUSINESS
Note: A glossary of terms used in this Form 10-K appears at the end of this Item 1.
PART I
GENERAL
We are a global leader in design software and services, offering customers productive business solutions through
powerful technology products and services. We serve customers in the architecture, engineering and construction;
manufacturing; and digital media, consumer, and entertainment industries. Our sophisticated software products enable our
customers to experience their ideas before they are real. Customers are able to imagine, design, and create their ideas by
visualizing, simulating and analyzing real-world performance early in the design process by creating and manipulating digital
prototypes. These capabilities allow our customers to foster innovation, optimize and improve their designs, save time and
money, improve quality, communicate plans, and collaborate with others. Our professional software products are sold globally,
both directly to customers and through a network of resellers and distributors. Additionally, we offer tools and user
communities for personal design and creativity. These applications and user communities are available over the Internet and
through various digital storefronts, including the Apple App Store and the Google Play Store.
Segments
We report based on four reportable operating segments:
• Architecture, Engineering, and Construction (“AEC”), which accounted for 38% of our net revenue in fiscal 2016;
• Manufacturing (“MFG”), which accounted for 29% of our net revenue in fiscal 2016;
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2016 Form 10-K 4
•
Platform Solutions and Emerging Business (“PSEB”), which accounted for 27% of our net revenue in fiscal 2016; and
• Media and Entertainment (“M&E”), which accounted for 6% of our net revenue in fiscal 2016.
A summary of our net revenue and results of operations for our business segments is found in Note 13, “Segments,” in the
Notes to our Consolidated Financial Statements.
Our AEC, MFG, and PSEB segments derive revenue from the sale of licenses and subscriptions for software products and
services to customers who design, build, and own buildings, infrastructure, and manufactured products. In addition to software
products, the AEC, MFG, and PSEB segments offer a range of services, including consulting, support, and training, largely
dedicated to enhancing our ability to sell licenses and subscriptions to our software products. Our M&E segment derives
revenue from the sale of licenses and subscriptions for software products to creative professionals, post-production facilities,
and broadcasters for a variety of applications, including feature films, television programs, commercials, music and corporate
videos, interactive game production, web design, and interactive web streaming. In addition, our animation products produced
by our M&E segment are often used by customers of products from our other segments for the visualization of their designs.
The principal products and services of these segments include the following:
•
•
Flagship products, which accounted for approximately 45% of our net revenue in fiscal 2016, are our core individual
horizontal, vertical, and model-based design products including AutoCAD, AutoCAD LT, AutoCAD Mechanical,
AutoCAD Civil 3D, AutoCAD Architecture, AutoCAD Map, Autodesk Maya, and 3ds Max.
Suites, which accounted for approximately 37% of our net revenue in fiscal 2016, are a combination of products that
target a specific user objective (product design, building design, etc.) and support a set of workflows for that objective,
including Autodesk Building Design Suites, Autodesk Product Design Suites, Autodesk Infrastructure Design Suites, and
AutoCAD Design Suites.
• New and Adjacent products, which accounted for approximately 18% of our net revenue in fiscal 2016, are new product
offerings as well as products that are not considered flagship or suites, including Delcam, Moldflow, Alias Design, Vault,
and Autodesk Creative Finishing products.
Corporate Information
We were incorporated in California in April 1982 and were reincorporated in Delaware in May 1994. Our principal
executive office is located at 111 McInnis Parkway, San Rafael, California 94903, and the telephone number at that address is
(415) 507-5000. Our internet address is www.autodesk.com. The information posted on our website is not incorporated into this
Annual Report on Form 10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934,
as amended, are available free of charge on the Investor Relations portion of our web site at www.autodesk.com as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The public may also read and
copy any material we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E. Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330.
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PRODUCTS
The principal product offerings from Autodesk’s different segments are as follows:
AEC
Our AEC software products help to improve the way building, civil infrastructure, process plant and construction projects
are designed, built, and used. A broad portfolio of solutions enables greater efficiency, accuracy, and sustainability across the
entire project lifecycle. Our AEC solutions include advanced technology for building information modeling (“BIM”),
AutoCAD-based design and documentation productivity software, sustainable design analysis applications, collaboration, and
project management solutions. BIM, an integrated process for building and infrastructure design, analysis, documentation, and
construction, uses consistent, coordinated information to improve communication and collaboration between the extended
project team. AEC provides a comprehensive portfolio of BIM solutions that help customers deliver projects faster and more
economically, while minimizing environmental impact. The segment’s principal product offerings included the following
during fiscal 2016:
2016 Form 10-K 5
• Autodesk Building Design Suites
Autodesk Building Design Suites ("BDS") give the power of BIM or computer-aided design ("CAD"), with tools for
modeling, visualization, and documentation. With a comprehensive set of tools, BDS gives customers the ability to manage all
phases of design and construction. Three editions of BDS are available to meet each customer's particular business needs and
offer the depth and breadth of the Autodesk portfolio.
• Autodesk Infrastructure Design Suites
The Infrastructure Design Suites are the BIM for Infrastructure design solution that combines intelligent, model-based
tools to help the user to gain more accurate, accessible, and actionable insight. With unique access to the Autodesk
infrastructure software portfolio, users can benefit throughout the execution and lifecycle of transportation, land, and water
projects. Three editions of Infrastructure Design Suites are available to meet each customer's particular business needs and offer
the depth and breadth of the Autodesk portfolio.
•
AutoCAD Civil 3D
AutoCAD Civil 3D products provide a surveying, design, analysis, and documentation solution for civil engineering,
including land development, transportation, and environmental projects. Using a model-centric approach that automatically
updates documentation as design changes are made, AutoCAD Civil 3D products enable civil engineers, designers, drafters, and
surveyors to significantly boost productivity and deliver higher-quality designs and construction documentation faster. With
AutoCAD Civil 3D products, the entire project team works from the same consistent, up-to-date model so they stay coordinated
throughout all project phases.
• AutoCAD Map 3D
AutoCAD Map 3D software provides direct access to data needed for infrastructure planning, design, and management
activities. AutoCAD Map 3D software helps professionals working on transportation, land development, water, and power
projects to more easily create, manage, and analyze design geographic information system and asset data.
• Autodesk Revit
Purpose-built for BIM, the Autodesk Revit products collect information about a building project and allow this
information to be coordinated across all other representations of the project, so that every drawing sheet, 2D and 3D view and
schedule is based on internally consistent and complete information from the same underlying building database. The Autodesk
Revit products, including AutoCAD Revit Architecture Suite, AutoCAD Revit MEP Suite, and AutoCAD Revit Structure Suite,
provide an intuitive, sophisticated, model-based design and documentation system for architects; mechanical, electrical, and
plumbing ("MEP") engineers; structural engineers; design-build teams; and other design and building industry professionals.
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MFG
Our MFG segment provides manufacturers in automotive and transportation, industrial machinery, consumer products
and building products with comprehensive digital engineering solutions that bring together data from all phases of the product
development and production life cycle creating a single digital model based on Autodesk Inventor software. Our solutions are
scalable, attainable, cost-effective, and allow for real-world simulation, enabling a broad group of manufacturers to realize
benefits with minimal disruption to existing workflows. In addition, Autodesk is redefining the product development process
with the introduction of a cloud-based Product Innovation Platform consisting of next generation technologies like Fusion 360
and PLM 360. These solutions support manufacturers' transformation to "agile" based product development processes versus
the traditional "waterfall" cycle conventional PLM technologies offer. MFG’s principal product offerings included the following
during fiscal 2016:
• Autodesk Product Design Suites
Autodesk Product Design Suites ("PDS") is a comprehensive solution for digital prototyping, delivering 3D design,
visualization and simulation tools to complete the entire engineering process. The digital prototyping capabilities of PDS can
help customers design better products, reduce development costs and get to market faster. Two editions of PDS are available to
meet each customer's particular business needs and offer the depth and breadth of the Autodesk portfolio.
2016 Form 10-K 6
• AutoCAD Mechanical
AutoCAD Mechanical software is purpose-built to accelerate the mechanical design process. AutoCAD Mechanical
software offers users significant productivity gains and helps save hours of design time by including all the functionality of
AutoCAD software, in addition to comprehensive libraries of standards-based parts and tools for automating common design
tasks.
• Autodesk Delcam
The Autodesk Delcam family of products provides CAD and computer-aided manufacturing ("CAM") software for the
manufacturing industry. PowerMILL, Delcam's leading product, is a CAM software solution allowing production of complex
shapes, providing our customers with advanced toolpath strategies to minimize machining times and maximize component
quality.
• Autodesk Moldflow
The Autodesk Moldflow family of injection molding simulation software provides tools that help manufacturers optimize
the design of plastic parts and injection molds, and study the injection molding process.
• Autodesk Inventor
Autodesk Inventor allows manufacturers to go beyond 3D design to digital prototyping by giving engineers a
comprehensive and flexible set of tools for 3D mechanical design, simulation, analysis, tooling, visualization, and
documentation. With Autodesk Inventor, engineers can integrate AutoCAD drawings and model-based design data into a single
digital model, creating a virtual representation of a final product that enables them to validate the form, fit, and function of the
product before it is ever built.
• Autodesk PLM 360
PLM 360 is a cloud-based product lifecycle management ("PLM") application that automates key tasks related to the
management of processes, projects, and people. Because PLM 360 is on the cloud, software deployment, management and
organizational access to data can be achieved instantly compared to traditional PLM technologies.
• Autodesk Fusion 360
Fusion 360 offers a cloud-based product development environment comprising CAD, CAM, and computer-aided
engineering ("CAE") software which enables an integrated concept-to-production toolset. Fusion 360 enables manufacturers to
integrate industrial design, mechanical engineering, simulation and manufacturing workflows, in a single solution that supports
data management and collaboration on the cloud.
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PSEB
Our PSEB segment includes our design platform product, AutoCAD. AutoCAD underpins our design product offerings
for all the industries we serve. For example, our AEC and MFG segments offer tailored versions of AutoCAD software for their
respective industries. AutoCAD also provides a platform for our developer partners to build custom solutions for a range of
diverse design-oriented markets. PSEB's revenue primarily includes revenue from sales of licenses of our design products,
AutoCAD and AutoCAD LT, as well as the AutoCAD Design Suite and many other design and consumer products. The
segment’s principal product offerings included the following during fiscal 2016:
• AutoCAD
AutoCAD software, which is our largest single revenue-generating product, is a customizable and extensible CAD
application for professional design, drafting, detailing, and visualization. AutoCAD software provides digital tools that can be
used independently and in conjunction with other specific applications in fields ranging from construction to manufacturing,
civil engineering, and process plant design.
2016 Form 10-K 7
• AutoCAD LT
AutoCAD LT software is purpose built for professional drafting and detailing. AutoCAD LT includes document sharing
capability without the need for software customization or certain advanced functionality found in AutoCAD. Users can share all
design data with team members who use AutoCAD or other Autodesk products built on AutoCAD. AutoCAD LT software is
our second largest revenue-generating product.
M&E
Our M&E segment consists of two product groups: Animation and Creative Finishing. Animation products are sold as
software only and provide tools for digital sculpting, modeling, animation, effects, rendering, and compositing for design
visualization, visual effects and games production. Creative Finishing products are sold as software solutions for editing,
finishing and visual effects design and color grading. Principal product offerings in our M&E segment’s Animation and
Creative Finishing product groups included the following during fiscal 2016:
Animation
• Autodesk Maya
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Autodesk Maya software provides 3D modeling, animation, effects, rendering and compositing solutions that enable film
and video artists, game developers, and design visualization professionals to digitally create engaging, lifelike images, realistic
animations and simulations, extraordinary visual effects, and full length animated feature films.
• Autodesk 3ds Max
Autodesk 3ds Max software provides 3D modeling, animation, and rendering solutions that enable game developers,
design visualization professionals and visual effects artists to digitally create realistic images, animations, and complex scenes
and to digitally communicate abstract or complex mechanical, architectural, engineering, and construction concepts.
Creative Finishing
• Autodesk Flame and Autodesk Lustre
Autodesk Flame software is an interactive real-time design, finishing, grading, and visual effects solution for supervised
post-production. Autodesk Lustre software is a high-performance color grading solution used by artists for creative look
development and final color and lighting effects for both film and television.
PRODUCT DEVELOPMENT AND INTRODUCTION
The technology industry is characterized by rapid technological change in computer hardware, operating systems, and
software. In addition, our customers’ requirements and preferences rapidly evolve, as do their expectations of the performance
of our software. To keep pace with these changes, we maintain a vigorous program of new product development to address
demands in the marketplace for our products.
The software industry is undergoing a transition from the personal computer to cloud, social, and mobile computing. In
fiscal 2016, we continued to successfully implement a strategic transition of our business model announced in fiscal 2014. We
accelerated our move to the cloud and expanded our flexible product license offerings. We continued to expand desktop
subscription for a broader range of our product portfolio, expanded our token-based licensing program to more enterprise
customers, and continued to expand our industry-leading cloud-based offerings, including the launch of our North American
eStore which creates a better customer experience and can meaningfully increase the volume of our online business. These
offerings are designed to give our customers even more value and flexibility to use our products, and also to attract new types
of customers, such as project-based users and small businesses that have more variable needs. Further, to support our transition,
effective February 1, 2016, we discontinued the sale of new commercial seats of most individual software products, which are
now exclusively available by desktop subscription, and we plan to discontinue selling perpetual licenses of suites products
effective August 1, 2016.
We dedicate considerable technical and financial resources to research and development to further enhance our existing
products and to create new products and technologies to expand our market opportunity. For example, in fiscal 2016, we began
2016 Form 10-K 8
investing in an Internet of Things ("IoT") platform integrated with our cloud infrastructure. IoT will allow our customers to
develop applications for predictive maintenance, improved design quality, and smarter connected design systems. We believe
that IoT will play an increasingly important role for our customers as the buildings and products they design contain embedded
sensors and computation. IoT provides a unique opportunity for our customers to connect designing, making, and using. We
anticipate ongoing investment in IoT to both serve existing customers and expand market opportunity.
Research and development expenditures were $790.0 million or 32% of fiscal 2016 net revenue, $725.2 million or 29%
of fiscal 2015 net revenue and $611.1 million or 27% of fiscal 2014 net revenue. Our software is primarily developed
internally; however, we also use independent firms and contractors to perform some of our product development activities.
Additionally, we acquire products or technology developed by others by purchasing or licensing products and technology from
third parties. We continually review these investments in an effort to ensure that we are generating sufficient revenue or gaining
a competitive advantage to justify their costs.
The majority of our research and product development is performed in the United States, China, Singapore, and Canada.
However, we employ experienced software developers in many of our other locations. Translation and localization of our
products are performed in a number of local markets, principally Singapore and Switzerland. We generally localize and
translate our products into German, French, Italian, Spanish, Russian, Japanese, Korean, and simplified and traditional Chinese.
We plan to continue to manage significant product development operations internationally over the next several years. We
believe that our ability to conduct research and development at various locations throughout the world allows us to optimize
product development, lower costs, and integrate local market knowledge into our development activities. We continually assess
the significant costs and challenges, including intellectual property protection, against the benefits of our international
development activities.
In addition, our business and our customers benefit from our relationships with a network of over 4,100 third-party
developers who develop and sell their own products that further enhance the range of integrated solutions available to our
customers.
For further discussion regarding risks from our product development and introduction efforts, see Item 1A, “Risk
Factors.”
MARKETING AND SALES
We license or sell our products and services globally, primarily through indirect channels consisting of distributors and
resellers. To a lesser extent we also transact directly with a select set of customers who are primarily large corporations. Our
indirect channel model includes both a two-tiered distribution structure, where distributors sell to resellers, and a one-tiered
structure, where Autodesk sells directly to resellers. We have a network of approximately 2,000 resellers and distributors
worldwide. For fiscal 2016, approximately 79% of our revenue was derived from indirect channel sales through distributors and
resellers, and we expect that the majority of our revenue will continue to be derived from indirect channel sales in the future.
We anticipate that our channel mix will change to support our new business model and are proactively working with our
channel partners to ensure a smooth transition. We employ a variety of incentive programs and promotions to align our reseller
channel with our business strategies. Sales through our largest distributor, Tech Data Corporation and its affiliates, accounted
for 25%, 25%, and 24% of our net revenue for fiscal years 2016, 2015, and 2014, respectively. We believe our business is not
substantially dependent on Tech Data. Our customers through Tech Data are the resellers and end users who purchase our
software licenses and services. Should any of the agreements between us and Tech Data be terminated for any reason, we
believe the resellers and end users who currently purchase our products through Tech Data would be able to continue to do so
under substantially the same terms from one of our many other distributors without substantial disruption to our revenue. No
other distributor, reseller, or direct customer accounted for 10% or more of our revenue.
Our customer-related operations are divided into three geographic regions, the Americas; Europe, Middle East, and Africa
(“EMEA”), and Asia Pacific (“APAC”). Each geographic region is supported by global marketing and sales organizations.
These organizations develop and manage overall marketing and sales programs and work closely with a network of domestic
and international sales offices. Fiscal 2016 net revenue in the Americas, EMEA, and APAC was $972.8 million (39%), $934.6
million (37%), and $596.7 million (24%), respectively. We intend to continue to make our products available in foreign
languages. We believe that international sales will continue to comprise the majority of our total net revenue. Adverse economic
conditions and currency exchange rates in the countries that contribute a significant portion of our net revenue, including
emerging economies, may have an adverse effect on our business in those countries and our overall financial performance. A
summary of our financial information by geographic location is found in Note 13, “Segments,” in the Notes to Consolidated
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2016 Form 10-K 9
Financial Statements. Our international operations and sales subject us to a variety of risks; see Item 1A, “Risk Factors,” for
further discussion.
We also work directly with reseller and distributor sales organizations, computer manufacturers, other software
developers, and peripherals manufacturers in cooperative advertising, promotions, and trade-show presentations. We employ
mass-marketing techniques such as webcasts, seminars, telemarketing, direct mailings, sponsorships, advertising in business
and trade journals, and social media. We have a worldwide user group organization and we have created online user
communities dedicated to the exchange of information related to the use of our products.
We generate revenue through several subscription-based business models in addition to perpetual use software license
sales. The largest is our maintenance program, under which customers who own a perpetual use license for the most recent
version of the underlying product are able to purchase maintenance that provides them with unspecified upgrades when-and-if-
available and are able to download e-Learning courses and receive online support over a one year or multi-year maintenance
service period. We also offer more flexible term-based license offerings to our customers.
Our ability to effectively distribute our products depends in part upon the financial and business condition of our
distributor and reseller networks. The loss of, or a significant reduction in, business with any one of our major distributors or
large resellers could harm our business; see Item 1A, “Risk Factors,” for further discussion.
CUSTOMER AND RESELLER SUPPORT
We provide technical support and training to customers through a multi-tiered support model, augmented by direct
programs designed to address certain specific customer needs. Most of our customers receive support and training from the
resellers and distributors from which they purchased subscriptions or licenses for our products or services, with Autodesk in
turn providing second tier support to the resellers and distributors. Other customers are supported directly via self-service using
the Autodesk Knowledge Network which guides customers to answers in our online support assets, support forums, webinars or
to support representatives using a number of different modalities such as social media, phone, email and webchat. We also
support our resellers and distributors through technical product training, sales training classes, webinars and other knowledge
sharing programs.
EDUCATION, SUSTAINABILITY, AND PHILANTHROPIC PROGRAMS
Education
Autodesk is committed to helping fuel a lifelong passion for design in students of all ages. We offer free educational
licenses of Autodesk software worldwide to students, educators, and educational institutions. In fiscal 2016, we initiated Project
Ignite, a free and open learning platform delivering a unique package of technology, learning content, and services created
specifically for the classroom. The Project Ignite learning platform additionally offers classroom bundles, which include
hardware such as 3D printers and electronics kits along with professional development and training services to help educators.
Through Autodesk Design Academy, we provide secondary and postsecondary school markets hundreds of standards-
aligned class projects to support design-based disciplines in Science, Technology, Engineering, Digital Arts, and Math
(STEAM) while using Autodesk's professional-grade 3D design, engineering and entertainment software used in industry.
Beginning in the second quarter of fiscal 2016, we also made Autodesk Design Academy curricula available on iTunes U. Our
intention is to make Autodesk software ubiquitous and the design software of choice for those poised to become the next
generation of professional users.
Sustainability Programs
To help our customers imagine, design, and create a better world, our Sustainability Programs focus our efforts where we
can have the greatest impact: providing sustainability solutions, delivering sustainable design learning and training
opportunities, expanding access to technology, and leading by example with our sustainable business practices. This benefits
our customers, who use our products and services to improve design decisions to have long-term positive social and
environmental impacts. Through the Autodesk Foundation, the Autodesk Technology Impact Program, and the Autodesk
Entrepreneur Program, we’re helping nonprofits and entrepreneurs design high-impact solutions to social and environmental
challenges by providing them with funding, training, and easy access to our professional software suites at either no charge or
for a small license fee.
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2016 Form 10-K 10
Climate Change
Autodesk recognizes inherent opportunities related to climate change, which have potential to expand our business.
Opportunities driven by changes in regulation, changes in building code, physical climate parameters and other climate-related
developments can directly and indirectly create more demand for existing and new Autodesk products and services in the short
and long-term. Opportunities relating to Autodesk’s leadership on climate action can further improve our reputation in the
marketplace.
Climate Change Management Actions
To drive continued progress and meet growing demand, we continue to expand the solutions, education, and support we
offer, helping customers secure a competitive advantage for a low carbon future by designing high-performance buildings,
resilient cities and infrastructure, and more efficient transportation and products. To continue to grow this market, we provide
software and support to early stage entrepreneurs and start-up companies who are designing clean technologies. We plan to
expand these offerings in the future based upon demand and opportunity in response to challenges posed by climate change.
Internally, we are investing in best practices to mitigate our greenhouse gas emissions and climate change risk through
investments in renewable energy, energy efficiency, disaster management and recovery strategies, and materials innovation. We
are on track to meet our science-based greenhouse gas reduction target of 43% absolute emissions by 2020.
Climate Change Governance
Ultimately, our CEO, Carl Bass, has the highest level of direct responsibility for addressing our climate-change related
risks and opportunities. Autodesk has established an Environmental Core Team which reports indirectly to Mr. Bass. The
Environmental Core Team has direct responsibility for setting and implementing the corporate sustainability strategy, including
the climate change strategy.
Emissions Performance & Other Key Performance Indicators
Autodesk has reduced its greenhouse gas emissions for its operational boundary by 27% from our fiscal year 2009
baseline to 76,700 metric tons of carbon dioxide equivalent. This reduction was accomplished through increased investment in
renewable energy, LEED certification and energy efficiency in our global real estate portfolio, and continued transition from
physical software delivery to cloud and electronic software delivery. More information about our sustainability commitment
can be found in our annual sustainability reports, which we have published on our website since 2008.
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Philanthropy
The Autodesk Foundation (the "Foundation"), a privately funded 501(c)(3) charity organization established and solely
funded by us, leads our philanthropic efforts. The purpose of the Foundation is twofold: to support employees to create a better
world at work, at home, and in the community by matching employee’s volunteer time and/or donations to nonprofit
organizations; and to support organizations and individuals using design to drive positive social and environmental impact. In
the latter case, we use grant funding, software donations, and training to accomplish this goal, selecting the most impactful and
innovative organizations around the world, thus, leading to a better future for our planet. On our behalf, the Foundation also
administers a discounted software donation program to nonprofit organizations, social and environmental entrepreneurs, and
others who are developing design solutions that will shape a more sustainable future.
DEVELOPER PROGRAMS
One of our key strategies is to maintain an open-architecture design of our software products to facilitate third-party
development of complementary products and industry-specific software solutions. This approach enables customers and third
parties to customize solutions for a wide variety of highly specific uses. We offer several programs that provide strategic
investment funding, technological platforms, user communities, technical support, forums, and events to developers who
develop add-on applications for our products. For example, we have established the Autodesk Spark program to support ideas
that push the boundaries of 3D printing and nurture the companies that will advance innovations within 3D printing hardware
and software. We have also created the Autodesk Forge program to support innovators that build solutions to facilitate the
development of a single connected ecosystem for the future of how things are designed, made, and used. Through our
programs, over 4,100 developers in the Autodesk Developer Network create interoperable products that further enhance the
range of integrated solutions available to our customers.
2016 Form 10-K 11
COMPETITION
The markets for our products are highly competitive and subject to rapid change. We strive to increase our competitive
separation by investing in research and development, allowing us to bring new products to market and create exciting new
versions of existing products that offer compelling efficiencies for our customers. We also compete through investments in
marketing and sales to more effectively reach new customers and better serve existing customers.
Our competitors include large, global, publicly traded companies; small, geographically focused firms; startup firms; and
solutions produced in-house by their users. Our primary global competitors in the PSEB, AEC, and MFG segments include
Adobe Systems Incorporated, ANSYS, Inc., AVEVA Group plc, Bentley Systems, Incorporated, Dassault Systèmes S.A. and its
subsidiary Dassault Systèmes SolidWorks Corp., Environmental Systems Research Institute, Inc. (ESRI), Intergraph
Corporation, a wholly owned subsidiary of Hexagon AB, MSC Software Corporation, Nemetschek AG, PTC, 3D Systems,
Siemens PLM, and Trimble Navigation Limited.
Our M&E segment also competes with a wide range of different companies from large, global, publicly-traded companies
to small private entities. Large organizations that produce products that compete in some or all of our markets include Adobe
Systems Incorporated, Apple Inc., Avid Technology, Inc., SONY Corporation, and Technicolor, among others. The media and
entertainment market is highly fragmented with complex interdependencies between many of the larger businesses. As a result,
some of our competitors also own subsidiaries that are our customers or our partners in developing or bringing to market some
of our solutions. In addition to traditional competitors in developed economies, we encounter new competitors in emerging
economies.
The software industry has limited barriers to entry, and the availability of computing power with continually expanding
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performance at progressively lower prices contributes to the ease of market entry. The industry is presently undergoing a
platform shift from the personal computer to cloud and mobile computing. This shift further lowers barriers to entry and poses a
disruptive challenge to established software companies. The design software market is characterized by vigorous competition in
each of the vertical markets in which we compete, both from existing competitors and by entry of new competitors with
innovative technologies. Competition is increasingly enhanced by consolidation of companies with complementary products
and technologies and the possibility that competitors in one vertical segment may enter other vertical segments that we serve. In
addition, some of our competitors in certain markets have greater financial, technical, sales and marketing, and other resources
than we do. Because of these and other factors, competitive conditions in these industries are likely to continue to intensify in
the future. Increased competition could result in price reductions, reduced net revenue and profit margins, and loss of market
share, any of which could harm our business. See Item 1A, “Risk Factors,” for further discussion of risks regarding
competition.
We believe that our future results depend largely upon our ability to better serve customers by offering new products,
including cloud and mobile computing products, whether by internal development or acquisition, and to continue to provide
existing product offerings that compete favorably with respect to ease of use, reliability, performance, range of useful features,
continuing product enhancements, reputation, price, and training.
INTELLECTUAL PROPERTY AND LICENSES
We maintain an active program to legally protect our investment in technology through intellectual property rights. We
protect our intellectual property through a combination of patent, copyright, trademark and trade secret protections,
confidentiality procedures, and contractual provisions. The nature and extent of legal protection associated with each such
intellectual property right depends on, among other things, the type of intellectual property right and the given jurisdiction in
which such right arises. We believe that our intellectual property rights are valuable and important to our business, including
each of our segments.
Nonetheless, our intellectual property rights may not be successfully asserted in the future or may be invalidated,
circumvented or challenged. In addition, the laws and enforcement of the laws of various foreign countries where our products
are distributed do not protect our intellectual property rights to the same extent as U.S. laws. Enforcement of intellectual
property rights against alleged infringers can sometimes lead to costly litigation and counterclaims. Our inability to protect our
proprietary information could harm our business.
2016 Form 10-K 12
From time to time, we receive claims alleging infringement of a third party’s intellectual property rights, including
patents. Disputes involving our intellectual property rights or those of another party have in the past and may in the future lead
to, among other things, costly litigation or product shipment delays, which could harm our business.
We retain ownership of software we develop. Desktop software is licensed to users pursuant to ‘click through’ or signed
license agreements containing restrictions on duplication, disclosure, and transfer. Cloud software and associated services are
provided to users pursuant to on-line or signed terms of service agreements containing restrictions on access and use.
We believe that because of the limitations of laws protecting our intellectual property and the rapid, ongoing
technological changes in both the computer hardware and software industries, we must rely principally upon software
engineering and marketing skills to continually maintain and enhance our competitive market position.
While we have recovered some revenue resulting from the unauthorized use of our software products, we are unable to
measure the full extent to which piracy of our software products exists. We believe, however, that software piracy is and can be
expected to be a persistent problem that negatively impacts our revenue and financial results. We believe that our transition
from perpetual use software licenses to a subscription-based business model combined with the change from desktop to cloud-
based computing will shift the incentives and means by which software is pirated.
In addition, through various licensing arrangements, we receive certain rights to intellectual property of others. We expect
to maintain current licensing arrangements and to secure licensing arrangements in the future, as needed and to the extent
available on reasonable terms and conditions, to support continued development and sales of our products and services. Some
of these licensing arrangements require or may require royalty payments and other licensing fees. The amount of these
payments and fees may depend on various factors, including but not limited to: the structure of royalty payments, offsetting
considerations, if any, and the degree of use of the licensed technology.
See Item 1A, “Risk Factors,” for further discussion of risks related to protecting our intellectual property.
PRODUCTION AND SUPPLIERS
The production of our AEC, MFG, PSEB, and certain M&E software products and services involves duplication or
hosting of software media. As we progress through our business model transition, the way that we deliver software has evolved.
For certain cloud-based products, we use a combination of co-located hosting facilities as well as infrastructure-as-a-service
providers like Amazon Web Services. For other products, we offer customers an electronic software download option for both
initial product fulfillment as well as product updates for maintenance subscribers. Customers who choose electronic fulfillment
receive the latest version of the software from our vendor’s secure servers. Customers may also obtain our software through
media such as DVDs and USB flash drives available from multiple sources. The purchase of media and the transfer of the
software programs onto media for distribution to customers are performed by us and by licensed subcontractors. Packaging
materials are produced to our specifications by outside sources. Production is performed in leased facilities operated by
independent third-party contractors. To date, we have not experienced any material difficulties or delays in the production of
our software and documentation.
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EMPLOYEES
As of January 31, 2016, we employed approximately 9,500 people. None of our employees in the United States are
represented by a labor union. In certain foreign countries, our employees are represented by work councils. We have never
experienced any work stoppages and believe our employee relations are good. Reliance upon employees in other countries
entails various risks and changes in these foreign countries, such as government instability or regulation unfavorable to foreign-
owned businesses, which could negatively impact our business in the future. In February 2016, we announced a restructuring
plan that will result in the termination of approximately 10% of the Company’s workforce, or approximately 925 employees, in
fiscal 2017. Through the restructuring, we seek to reduce expenses, streamline the organization, and reallocate resources to
align more closely with the Company’s needs going forward.
2016 Form 10-K 13
ACQUISITIONS
Over the past three years, we acquired new technology or supplemented our technology by purchasing businesses or
technology related assets focused in specific markets or industries. For the fiscal years ended January 31, 2016, 2015, and 2014,
we acquired a number of companies and technology related assets, some of which were accounted for as business
combinations. The following were key acquisitions for fiscal years 2016, 2015, and 2014:
Date of closing
November 2015
Company
netfabb GmbH
("netfabb")
June 2014
May 2014
February 2014
Shotgun Software
Inc. ("Shotgun")
Within
Technologies
Limited ("Within”)
Delcam plc
(“Delcam”)
November 2013
Graitec SA
(“Graitec”)
Details
The acquisition of netfabb GmbH (“netfabb”) provides Autodesk with software solutions that
reduce production costs and increase efficiency in 3D printing and additive
manufacturing. netfabb was integrated, and the related goodwill has been assigned to,
Autodesk's PSEB reportable segment.
The acquisition of Shotgun provides a cloud-based production management solution that
enables digital studios to track, schedule, review, and collaborate on projects and images.
Shotgun was integrated, and the related goodwill has been assigned to, Autodesk's M&E
reportable segment.
The acquisition of Within will accelerate Autodesk’s development of tools and technologies
for advanced manufacturing, including 3D printing. Within was integrated into, and the
related goodwill has been assigned to, Autodesk’s PSEB reportable segment.
The acquisition of Delcam provides Autodesk a range of design, manufacturing and
inspection software that enables automated CADCAM solutions for a variety of industries,
ranging from aerospace to toys and sports equipment. Delcam was integrated into, and the
related goodwill has been assigned to, Autodesk's MFG reportable segment.
The acquisition of Graitec (including Graitec’s Advance Steel and Advance Concrete product
lines, and associated employees) enhanced Autodesk’s offerings for structural engineering
and expanded our portfolio of technology for BIM for structural fabrication and
detailing. Graitec was integrated into Autodesk’s AEC segment.
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BACKLOG
We typically ship products shortly after receipt of an order, which is common in the software industry. Our backlog
consists of current software license product orders which have not yet shipped. The category of current software license product
orders which we have not yet shipped consists of orders from customers with approved credit status for currently available
software products.
Backlog was $31.4 million at January 31, 2016 compared to $40.4 million at January 31, 2015. The actual amount of
backlog at any particular time may not be a meaningful indicator of future business prospects as this amount is impacted by a
number of factors not related to future trends or events such as the order fulfillment process, the method of software delivery or
the linearity of our business within the fiscal period.
GLOSSARY OF TERMS
ARR (Annualized Recurring Revenue)—Represents the annualized value of our average monthly recurring revenue for the
preceding three months. The “maintenance” captures ARR relating to traditional maintenance attached to perpetual licenses,
including Delcam. The “new model” captures ARR relating to desktop, cloud services, enterprise, and Shotgun product
offerings. Recurring revenue acquired with the acquisition of a business may cause variability in the comparison of this
calculation.
ARPS (Annualized Revenue Per Subscription)—Is calculated by dividing our annualized recurring revenue by total
subscriptions.
Billings—Amounts billed to customers during the current fiscal period net of any partner incentives, hedge gains or other
discounts.
BIM (Building Information Modeling)—BIM describes a model-based technology linked with a database of project
information, and is the process of generating and managing information throughout the life cycle of a building. BIM is used as a
digital representation of the building process to facilitate exchange and interoperability of information in digital formats.
2016 Form 10-K 14
Constant currency growth rates—We attempt to represent the changes in the underlying business operations by
eliminating fluctuations caused by changes in foreign currency exchange rates as well as eliminating hedge gains or losses
recorded within the current and comparative periods. Our constant currency methodology removes all hedging gains and losses
from the calculation.
Flagship—Autodesk flagship products are our core design products. Flagship includes the following products: 3ds Max,
AutoCAD, AutoCAD LT, AutoCAD vertical products (such as AutoCAD Architecture and Mechanical), Civil 3D, Inventor
products (individual), Map 3D, Maya, and Revit products (individual).
License and Other revenue—License and other revenue consists of two components: product license revenue and other
revenue. Product license revenue includes software license revenue from the sale of seat licenses, term-based licenses from our
desktop subscription and enterprise offerings, and product revenue for Creative Finishing. Other revenue includes revenue from
consulting, training, Autodesk Developers Network and Creative Finishing customer support, and is recognized over time, as
the services are performed.
Maintenance—Our maintenance program provides our customers with a cost effective and predictable budgetary option
to obtain the productivity benefits of our new releases and enhancements when and if released during the term of their
contracts. Under our maintenance program, customers are eligible to receive unspecified upgrades when and if available,
downloadable training courses and online support. We recognize maintenance revenue over the term of the agreements,
generally between one and three years.
New and Adjacent—Autodesk new and adjacent products include Autodesk's new product offerings as well as products
that are not included in flagship or suites. New and adjacent includes the following services and products: Autodesk Alias
Design products, Autodesk 360 products, Autodesk Consulting, Autodesk Simulation, Autodesk Simulation Multiphysics,
Autodesk Buzzsaw, Autodesk CF Design, Autodesk Constructware, Autodesk Consumer products, Autodesk Creative Finishing
products, Delcam products, Autodesk Moldflow products, Autodesk Navisworks, Autodesk Scaleform, Autodesk Vault
products, and all other products.
Product Innovation Platform—Represents a single connected ecosystem advancing the way products are designed, made,
and used. The Autodesk Product Innovation Platform enables companies to take advantage of the rapid changes taking place in
manufacturing.
Recurring Revenue—Represents the revenue for the period from our maintenance, desktop, cloud services and enterprise
license offerings, including portions of revenue allocated to license & other revenue for those offerings. It excludes revenue
from Autodesk Consulting Services, and subscription revenue related to education offerings, consumer product offerings, select
Creative Finishing product offerings, Autodesk Buzzsaw, Autodesk Constructware, and third party products. Recurring revenue
acquired with the acquisition of a business is captured and may cause variability in the comparison of this calculation.
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Suites—Autodesk design suites are a combination of products that target a specific user objective (product design,
building design, etc.) and support a set of workflows for that objective. Our current design and creation suites include:
AutoCAD Design Suite, Autodesk Building Design Suite, Autodesk Entertainment Creation Suite, Autodesk Factory Design
Suite, Autodesk Infrastructure Design Suite, Autodesk Plant Design Suite, and Autodesk Product Design Suite.
Subscription revenue—Autodesk subscription revenue consists of three components: (1) maintenance revenue from our
software products; (2) maintenance revenue from our term-based desktop subscription and enterprise offerings; and (3) revenue
from our cloud service offerings.
Total Subscriptions—Consists of subscriptions from our maintenance, desktop, cloud service and enterprise license
offerings that are active and paid as of the quarter end date. For certain cloud-based and enterprise license offerings,
subscriptions represent the monthly average activity reported within the last three months of the quarter end date. Total
subscriptions do not include data from education offerings, consumer product offerings, select Creative Finishing product
offerings, Autodesk Buzzsaw, Autodesk Constructware, and third party products. Subscriptions acquired with the acquisition of
a business are captured once the data conforms to our subscription count methodology and when added, may cause variability
in the comparison of this calculation. New model subscriptions consist of desktop, cloud service and enterprise license
offerings, and subscriptions from Autodesk Shotgun product offerings. Maintenance subscriptions consist of maintenance
subscriptions and subscriptions from Autodesk Delcam product offerings.
2016 Form 10-K 15
ITEM 1A.
RISK FACTORS
We operate in a rapidly changing environment that involves significant risks, a number of which are beyond our control.
In addition to the other information contained in this Form 10-K, the following discussion highlights some of these risks and
the possible impact of these factors on our business, financial condition, and future results of operations. If any of the following
risks actually occur, our business, financial condition, or results of operations may be adversely impacted, causing the trading
price of our common stock to decline. In addition, these risks and uncertainties may impact the “forward-looking” statements
described elsewhere in this Form 10-K and in the documents incorporated herein by reference. They could affect our actual
results of operations, causing them to differ materially from those expressed in “forward-looking” statements.
Global economic and political conditions may further impact our business, financial results and financial condition.
As our business has expanded globally, we have increasingly become subject to risks arising from adverse changes
in global economic and political conditions. The past several years were characterized by weak global economic
conditions, volatile credit markets, volatile exchange rates, relatively high unemployment, increased government deficit
spending and debt levels, uncertainty about certain governments' abilities to repay such debt or to address certain fiscal
issues, and volatility in many financial instrument markets. If economic growth in countries where we do business slows,
such as in Japan or in emerging economies, or if such countries experience further economic recessions, customers may
delay or reduce technology purchases. This could result in reductions in sales of our products and services, longer sales
cycles and slower adoption of our technologies.
Over the past several years, many of our customers have experienced tighter credit, negative financial news and
weaker financial performance of their businesses and have reduced their workforces, thereby reducing the number of
licenses and the number of maintenance contracts they purchase from us. In addition, a number of our customers rely,
directly and indirectly, on government spending. Current debt balances of many countries without proportionate increases
in revenues have caused many countries to reduce spending and in some cases have forced those countries to restructure
their debt in an effort to avoid defaulting under those obligations. This has not only impacted those countries but others
that are holders of such debt and those assisting in such restructuring.
These actions may impact, and over the past several years have negatively impacted, our business, financial results
and financial condition. Moreover, our financial performance may be negatively impacted by:
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lack of credit available to and the insolvency of key channel partners, which may impair our distribution channels
and cash flows;
counterparty failures negatively impacting our treasury functions, including timely access to our cash reserves and
third-party fulfillment of hedging transactions;
counterparty failures negatively affecting our insured risks;
inability of banks to honor our existing line of credit, which could increase our borrowing expenses or eliminate
our ability to obtain short-term financing; and
decreased borrowing and spending by our end users on small and large projects in the industries we serve, thereby
reducing demand for our products.
Uncertainty about current and future economic and political conditions on us, our customers and partners, makes it
difficult for us to forecast operating results and to make decisions about future investments.
Further macro-economic degradation, a slower economic recovery in industries important to our business or adverse
exchange rate movements, may adversely affect our business, financial results and financial condition.
If we fail to successfully manage our business model transition to cloud-based products and more flexible product
licenses, our results of operations could be negatively impacted.
To address the industry transition from personal computer to cloud, mobile, and social computing, we have
accelerated our move to the cloud and are offering more flexible product licenses. To support our transition, we
discontinued licensing upgrades effective March 6, 2015, discontinued selling new perpetual licenses of most individual
software products effective February 1, 2016, and plan to discontinue selling new perpetual licenses of suites effective
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2016 Form 10-K 16
August 1, 2016. As a result, we expect to derive an increasing portion of our revenues in the future from subscriptions.
This subscription model prices and delivers our products in a way that differs from the historical perpetual pricing and
delivery methods. These changes reflect a significant shift from perpetual license sales and distribution of our software in
favor of providing our customers the right to access certain of our software in a hosted environment or use downloaded
software for a specified subscription period. During our transition, revenue, billings, gross margin, operating margin, net
income (loss), earnings (loss) per share, deferred revenue, and cash flow from operations will be impacted as more
revenue is recognized ratably rather than up front and as new offerings bring a wider variety of price points.
Our ability to achieve our financial objectives is subject to risks and uncertainties. The new offerings require a
considerable investment of technical, financial, legal, and sales resources, and a scalable organization. Market acceptance
of such offerings is affected by a variety of factors, including but not limited to: security, reliability, performance, current
license terms, customer preference, social/community engagement, customer concerns with entrusting a third party to
store and manage their data, public concerns regarding privacy and the enactment of restrictive laws or regulations.
Whether our business model transition will prove successful and will accomplish our business and financial objectives is
subject to numerous uncertainties, including but not limited to: customer demand, attach and renewal rates, channel
acceptance, our ability to further develop and scale infrastructure, our ability to include functionality and usability in such
offerings that address customer requirements, tax and accounting implications, pricing, and our costs. In addition, the
metrics we use to gauge the status of our business model transition may evolve over the course of the transition as
significant trends emerge. If we are unable to successfully establish these new offerings and navigate our business model
transition in light of the foregoing risks and uncertainties, our results of operations could be negatively impacted.
Our strategy to develop and introduce new products and services exposes us to risks such as limited customer acceptance,
costs related to product defects, and large expenditures, each of which may not result in additional net revenue or could
result in decreased net revenue.
Rapid technological changes, as well as changes in customer requirements and preferences, characterize the
software industry. Just as the transition from mainframes to personal computers transformed the industry 30 years ago, we
believe our industry is undergoing a similar transition from the personal computer to cloud, mobile, and social computing.
Customers are also reconsidering the manner in which they license software products, which requires us to constantly
evaluate our business model and strategy. In response, we are focused on providing solutions to enable our customers to
be more agile and collaborative on their projects. We are also developing consumer products for digital art, personal
design and creativity, and home design. We devote significant resources to the development of new technologies. In
addition, we frequently introduce new business models or methods that require a considerable investment of technical and
financial resources such as our introduction of flexible license and service offerings. It is uncertain whether these
strategies will prove successful or whether we will be able to develop the necessary infrastructure and business models
more quickly than our competitors. We are making such investments through further development and enhancement of
our existing products and services, as well as through acquisitions of new product lines. Such investments may not result
in sufficient revenue generation to justify their costs and could result in decreased net revenue. If we are not able to meet
customer requirements, either with respect to our software or hardware products or the manner in which we provide such
products, or if we are not able to adapt our business model to meet our customers' requirements, our business, financial
condition or results of operations may be adversely impacted.
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In particular, a critical component of our growth strategy is to have customers of our AutoCAD and AutoCAD LT
products expand their portfolios to include our other offerings and cloud-based services. We want customers using
individual Autodesk products to expand their portfolio with our other offerings and cloud-based services, and we are
taking steps to accelerate this migration. At times, sales of licenses of our AutoCAD and AutoCAD LT or individual
Autodesk flagship products have decreased without a corresponding increase in suites product or cloud-based services
revenue or without purchases of customer seats to our suites. Should this continue, our results of operations will be
adversely affected. Also, adoption of our cloud and mobile computing offerings and changes in the delivery of our
software and services to our customers, such as desktop subscription (formally referred to as rental) offerings, will change
the way in which we recognize revenue relating to our software and services, with a potential negative impact on our
financial performance. The accounting impact of these offerings and other business decisions are expected to result in an
increase in the percentage of our ratable revenue, as well as recurring revenue, making for a more predictable business
over time, while potentially reducing our upfront perpetual revenue stream.
Our executive management team must act quickly, continuously, and with vision, given the rapidly changing
customer expectations and technology advancements inherent in the software industry, the extensive and complex efforts
required to create useful and widely accepted products and the rapid evolution of cloud computing, mobile devices, new
computing platforms, and other technologies, such as consumer products. Although we have articulated a strategy that we
2016 Form 10-K 17
believe will fulfill these challenges, if we fail to execute properly on that strategy or adapt that strategy as market
conditions evolve, we may fail to meet our customers' expectations, fail to compete with our competitors' products and
technology, and lose the confidence of our channel partners and employees. This in turn could adversely affect our
business and financial performance.
Our entry into 3D printing presents many of the risks described above concerning developing and introducing new
products as well as new risks for us. The manufacturing and 3D printing markets are highly competitive and some of our
competitors have superior experience and resources to us. We have limited experience designing, developing, and selling
hardware products and no experience developing and selling printers. The market for 3D printing is nascent and may not
develop as rapidly as we expect. Our sale of 3D printers could subject us to product and other liability that we do not
currently face. If any of these risks materialize, it could adversely affect our business and financial performance as well as
our reputation and brand.
Revenue from our offerings may be difficult to predict during our business model transition.
The discontinuance of our perpetual licenses for most individual software products on February 1, 2016 and for perpetual
suites on August 1, 2016 will result in the loss of future up-front licensing revenue. This also will freeze growth of our
maintenance subscription revenue because there will be no further opportunities to attach maintenance licensing once we
cease the sale of suites licenses. We expect our maintenance subscription revenue to decline over time, but it may decline
more quickly than anticipated due to low maintenance renewals. At the same time, our new model subscription revenue may
not grow as rapidly as anticipated. Our new model subscription pricing allows customers to use our offerings at a lower
initial cost when compared to the sale of a perpetual license. Although our new model subscriptions are designed to increase
the number of customers who purchase offerings and create a recurring revenue stream that is more predictable over time,
it creates risks related to the timing of revenue recognition and expected reductions in cash flows in the near term.
We may not be able to predict subscription renewal rates and their impact on our future revenue and operating results.
Our customers are not obligated to renew their subscriptions for our offerings, and they may elect not to renew. We
cannot assure renewal rates, or the mix of subscriptions renewals. Customer renewal rates may decline or fluctuate due to a
number of factors, including offering pricing, competitive offerings, customer satisfaction, and reductions in customer
spending levels or customer activity due economic downturns or financial markets uncertainty. If our customers do not renew
their subscriptions or if they renew on less favorable terms, our revenues may decline.
Actions that we are taking to restructure our business in alignment with our business model transition strategy may be
costly and may not be as effective as anticipated.
During the first quarter of fiscal 2017, we commenced a company-wide restructuring plan to accelerate the
Company’s move to the cloud and its transition to a subscription-based business model. Through the restructuring, we
seek to reduce expenses, streamline the organization, and reallocate resources to align more closely with the Company’s
needs going forward. As a result of these actions, we have incurred and will incur additional costs in the short term that
have the effect of reducing our operating margins. If we are unable to realize the expected outcomes from the
restructuring efforts, our business and operating results may be harmed.
Our software is highly complex and may contain undetected errors, defects or vulnerabilities, each of which could harm
our business and financial performance.
The software products that we offer are complex, and despite extensive testing and quality control, may contain
errors, defects or vulnerabilities. Some errors, defects and vulnerabilities in our software products may only be discovered
after the product or service has been released. Any errors, defects or vulnerabilities could result in the need for corrective
releases to our software products, damage to our reputation, loss of revenue, an increase in product returns or lack of
market acceptance of our products, any of which would likely harm our business and financial performance.
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We are dependent on international revenue and operations, exposing us to significant regulatory, global economic,
intellectual property, collections, currency exchange rate, taxation, political instability and other risks, which could
adversely impact our financial results.
We are dependent on our international operations for a significant portion of our revenue. International net revenue
represented 68% and 71% of our net revenue in fiscal 2016 and 2015, respectively. Our international revenue, including
that from emerging economies, is subject to general economic and political conditions in foreign markets, including
conditions in foreign markets resulting from economic and political conditions in the U.S. Our revenue is also impacted
by the relative geographical and country mix of our revenue over time. At times, these factors adversely impact our
international revenue, and consequently our business as a whole. Our dependency on international revenue makes us
much more exposed to global economic and political trends, which can negatively impact our financial results, even if our
results in the U.S. are strong for a particular period. Further, a significant portion of our earnings from our international
operations may not be freely transferable to the U.S. due to remittance restrictions, adverse tax consequences or other
factors. Our intent is that amounts related to foreign earnings permanently reinvested outside the U.S. will remain outside
the U.S., and we will meet our U.S. liquidity needs through ongoing cash flows, external borrowings (such as our 2012
and 2015 Notes), or both. However, if, in the future, amounts held by foreign subsidiaries are needed to fund our
operations in the U.S., or to service our external borrowings, the repatriation of such amounts to the U.S. could result in a
significant incremental tax liability in the period in which the decision to repatriate occurs and payment of any such tax
liability would reduce the cash available to fund our operations.
We anticipate that our international operations will continue to account for a significant portion of our net revenue,
and, as we expand our international development, sales and marketing expertise, will provide significant support to our
overall efforts in countries outside of the U.S. Risks inherent in our international operations include:
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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;
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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, 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;
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;
tax arrangements with foreign governments, including our ability to meet and renew the terms of those tax
arrangements;
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;
2016 Form 10-K 19
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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.
Some of our business partners also have international operations and are subject to the risks described above. Even
if we are able to successfully manage the risks of international operations, our business may be adversely affected if our
business partners are not able to successfully manage these risks.
Existing and increased competition and rapidly evolving technological changes may reduce our revenue and profits.
The software industry has limited barriers to entry, and the availability of computing devices with continually
expanding performance at progressively lower prices contributes to the ease of market entry. The industry is presently
undergoing a platform shift from the personal computer to cloud and mobile computing. This shift further lowers barriers
to entry and poses a disruptive challenge to established software companies. The markets in which we compete are
characterized by vigorous competition, both by entry of competitors with innovative technologies and by consolidation of
companies with complementary products and technologies. In addition, some of our competitors in certain markets have
greater financial, technical, sales and marketing, and other resources. Furthermore, a reduction in the number and
availability of compatible third-party applications, or our inability to rapidly adapt to technological and customer
preference changes, including those related to cloud computing, mobile devices, and new computing platforms, may
adversely affect the sale of our products. Because of these and other factors, competitive conditions in the industry are
likely to intensify in the future. Increased competition could result in price reductions, reduced net revenue and profit
margins and loss of market share, any of which would likely harm our business.
We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash
flows.
Because we conduct a substantial portion of our business outside the U.S. and we make certain business and
resource decisions based on assumptions about foreign currency, we face exposure to adverse movements in foreign
currency exchange rates. These exposures may change over time as business practices evolve and economic conditions
change, and they could have a material adverse impact on our financial results and cash flows.
We use derivative instruments to manage a portion of our cash flow exposure to fluctuations in foreign currency
exchange rates. As part of our risk management strategy, we use foreign currency contracts to manage a portion of our
exposures of underlying assets, liabilities, and other obligations, which exist as part of our ongoing business operations.
These foreign currency instruments have maturities that extend for one to twelve months in the future, and provide us
with some protection against currency exposures. However, our attempts to hedge against these risks may not be
completely successful, resulting in an adverse impact on our financial results.
The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and
expenses for any given fiscal period. Although our foreign currency cash flow hedge program extends beyond the current
quarter in order to reduce our exposure to foreign currency volatility, we do not attempt to completely mitigate this risk,
and in any case, will incur transaction fees in adopting such hedging programs. Such volatility, even when it increases our
revenues or decreases our expenses, impacts our ability to accurately predict our future results and earnings.
A breach of security in our products, services or computer systems may compromise the integrity of our products or
services, harm our reputation, create additional liability and adversely impact our financial results.
We make significant efforts to maintain the security and integrity of our source code and computer systems. The
risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer
hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted
attacks and intrusions from around the world have increased. These threats include but are not limited to identity theft,
unauthorized access, DNS attacks, wireless network attacks, viruses and worms, advanced persistent threat (APT),
application centric attacks, peer-to-peer attacks, phishing, backdoor trojans and distributed denial of service (DDoS)
attacks. Any of the foregoing could attack our products, services or computer systems. Despite significant efforts to create
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security barriers to such programs, it is virtually impossible for us to entirely eliminate this risk. Like all software, our
software is vulnerable to cyber attacks. In the past, hackers have targeted our software, and they may do so in the future.
The impact of cyber attacks could disrupt the proper functioning of our software products or services, cause errors in the
output of our customers' work, allow unauthorized access to sensitive, proprietary or confidential information of ours or
our customers, and other destructive outcomes. Moreover, as we continue to invest in new lines of consumer products and
services we are exposed to increased security risks and the potential for unauthorized access to, or improper use of, the
information of our consumer users. If any of the foregoing were to occur, our reputation may suffer, customers may stop
buying our products or services, we could face lawsuits and potential liability, and our financial performance could be
negatively impacted.
Changes in laws or regulations related to the Internet, local data storage or related to privacy and data security concerns
may impact our business or expose us to increased liability.
The future success of our business depends upon the continued use of the Internet as a primary medium for
commerce, communication, and business applications. Federal, state, or foreign government bodies or agencies have in
the past adopted, and may in the future adopt, laws or regulations affecting data privacy and the transmission of certain
types of content using the Internet. For example, the State of California has adopted legislation requiring operators of
commercial websites and mobile applications that collect personal information from California residents to conspicuously
post and comply with privacy policies that satisfy certain requirements. Several other U.S. states have adopted legislation
requiring companies to protect the security of personal information that they collect from consumers over the Internet, and
more states may adopt similar legislation in the future. Additionally, the Federal Trade Commission has used its authority
under Section 5 of the Federal Trade Commission Act to bring actions against companies for failing to maintain adequate
security for personal information collected from consumers over the Internet and for failing to comply with privacy-
related representations made to Internet users. The U.S. Congress has at various times proposed federal legislation
intended to protect the privacy of Internet users and the security of personal information collected from Internet users that
would impose additional compliance burdens upon companies collecting personal information from Internet users, and
the U.S. Congress may adopt such legislation in the future. The European Union also has adopted various directives
regulating data privacy and security and the transmission of content using the Internet involving residents of the European
Union, including those directives known as the Data Protection Directive, the E-Privacy Directive, and the Privacy and
Electronic Communications Directive, and may adopt similar directives in the future. Other countries, including Canada
and several Latin American and Asian countries, have constitutional protections for, or have adopted legislation
protecting, individuals' personal information. Additionally, some federal, state, or foreign governmental bodies have
established laws that seek to censor the transmission of certain types of content over the Internet or require that
individuals be provided with the ability to permanently delete all electronic personal information, such as the German
Multimedia Law of 1997 and the California “Eraser law” for minors. Additionally, some foreign governmental bodies
(such as Russia and China) have established laws or have proposed laws that seek to require local data storage.
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In addition, new laws and industry self-regulatory codes have been enacted and more are being considered that may
affect our ability to reach current and prospective customers, to understand how our products and services are being used,
to respond to customer requests allowed under the laws, and to implement our new business models effectively. These
new laws and regulations would similarly affect our competitors as well as our customers.
Given the variety of global privacy and data protection regimes, it is possible we may find ourselves subject to
inconsistent obligations. For instance, the USA Patriot Act is considered by some to be in conflict with certain directives
of the European Union. Situations such as these require that we make prospective determinations regarding compliance
with conflicting regulations. Increased enforcement of existing laws and regulations, as well as any laws, regulations or
changes that may be adopted or implemented in the future, could limit the growth of the use of public cloud applications
or communications generally, result in a decline in the use of the Internet and the viability of Internet-based applications,
and require us to implement of additional technological safeguards.
In addition, in October 2015 the European Court of Justice issued a ruling immediately invalidating the U.S.-EU
Safe Harbor Framework, which facilitated personal data transfers to the U.S. in compliance with applicable EU data
protection laws. In February of 2016, The European Commission and the United States agreed on a new framework for
transatlantic data flows: the EU-US Privacy Shield. Autodesk is currently awaiting additional guidance from European
regulators on how the EU-US Privacy Shield will be implemented. We continue to comply with the previous Safe Harbor
principles and rely on other legal mechanisms for data transfers.
2016 Form 10-K 21
Increasing regulatory focus on privacy issues could impact our new business models and expose us to increased liability.
Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect,
process, use, store, share or transmit personal data. Any perception of our practices or products as an invasion of privacy,
whether or not consistent with current regulations and industry practices, may subject us to public criticism, class action
lawsuits, reputational harm or claims by regulators, industry groups or other third parties, all of which could disrupt our
business and expose us to increased liability.
We rely on third-parties to provide us with a number of operational services, including hosting and delivery and certain of
our customer services and other operations and processing of data; any interruption or delay in service from these third
parties, breaches of security or privacy could expose us to liability, harm our reputation and adversely impact our
financial performance.
We rely on hosted computer services from third parties for services that we provide our customers and computer
operations for our internal use. As we gather customer data and host certain customer data in third-party facilities, a
security breach could compromise the integrity or availability or result in the theft of customer data. In addition, our
operations could be negatively affected in the event of a security breach, and we could be subject to the loss or theft of
confidential or proprietary information, including source code.
Unauthorized access to this data may be obtained through break-ins, breaches of our secure networks by
unauthorized parties, employee theft or misuse, or other misconduct. We rely on a number of third party suppliers in the
operation of our business for the provision of various services and materials that we use in the operation of our business
and production of our products. We may from time to time rely on a single or limited number of suppliers, or upon
suppliers in a single country, for these services or materials. The inability of such third parties to satisfy our requirements
could disrupt our business operations or make it more difficult for us to implement our business strategy. If any of these
situations were to occur, our reputation could be harmed, we could be subject to third party liability, including under data
protection and privacy laws in certain jurisdictions, and our financial performance could be negatively impacted.
If we do not maintain good relationships with the members of our distribution channel, or achieve anticipated levels of
sell-through, our ability to generate revenue will be adversely affected. If our distribution channel suffers financial losses,
becomes financially unstable or insolvent, or is not provided the right mix of incentives to sell our products, our ability to
generate revenue will be adversely affected.
We sell our software products both directly to end-users and through a network of distributors and resellers. For
fiscal 2016 and fiscal 2015, approximately 79% and 83% of our revenue was derived from indirect channel sales through
distributors and resellers and we expect that the majority of our revenue will continue to be derived from indirect channel
sales in the future. Our ability to effectively distribute our products depends in part upon the financial and business
condition of our distributor and reseller network. Computer software distributors and resellers typically are not highly
capitalized, have previously experienced difficulties during times of economic contraction and experienced difficulties
during the past several years. We have processes to ensure that we assess the creditworthiness of distributors and resellers
prior to our sales to them. In the past we have taken steps to support them, and may take additional steps in the future,
such as extending credit terms and providing temporary discounts. These steps, if taken, could harm our financial results.
If our distributors and resellers were to become insolvent, they would not be able to maintain their business and sales, or
provide customer support services, which would negatively impact our business and revenue.
We rely significantly upon major distributors and resellers in both the U.S. and international regions, including the
distributor Tech Data Corporation and its global affiliates (“Tech Data”). Tech Data accounted for 25% of our total net
revenue for both fiscal 2016 and 2015, respectively. Although we believe that we are not substantially dependent on Tech
Data, if Tech Data were to experience a significant disruption with its business or if our relationship with Tech Data were
to significantly deteriorate, it is possible that our ability to sell to end users would be, at least temporarily, negatively
impacted. This could in turn negatively impact our financial results.
Over time, we have modified and will continue to modify aspects of our relationship with our distributors and
resellers, such as their incentive programs, pricing to them and our distribution model to motivate and reward them for
aligning their businesses with our strategy and business objectives. Changes in these relationships and underlying
programs could negatively impact their business and harm our business. In addition, the loss of or a significant reduction
in business with those distributors or resellers or the failure to achieve anticipated levels of sell-through with any one of
our major international distributors or large resellers could harm our business. In particular, if one or more of such
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distributors or resellers were unable to meet their obligations with respect to accounts payable to us, we could be forced to
write off such accounts and may be required to delay the recognition of revenue on future sales to these customers. These
events could have a material adverse effect on our financial results.
A significant portion of our revenue is generated through maintenance revenue; decreases in maintenance renewal rates
would negatively impact our future revenue and financial results.
Our maintenance customers have no obligation to attach maintenance to their initial license or renew their
maintenance contract after the expiration of their initial maintenance period, which is typically one year. The
discontinuance of our perpetual licenses for most individual software products on February 1, 2016 and for perpetual
suites on August 1, 2016 will result in the loss of future maintenance attach opportunities and freeze maintenance growth.
Once we discontinue new perpetual suites we expect customers' renewal rates will decline or fluctuate over time as a
result of a number of factors, including the overall global economy, the health of their businesses, and the perceived value
of the maintenance program. If our customers do not renew their maintenance contract for our products, our maintenance
revenue will decline and our financial results will suffer.
We recognize maintenance revenue ratably over the term of the maintenance contracts, which is predominantly one
year, but may also range up to five years. Decreases in maintenance billings will negatively impact future maintenance
revenue, however future maintenance revenue will also be impacted by other factors such as the amount, timing and mix
of contract terms of future billings.
Our financial results fluctuate within each quarter and from quarter to quarter making our future revenue and financial
results difficult to predict.
Our quarterly financial results have fluctuated in the past and will continue to do so in the future. These fluctuations
could cause our stock price to change significantly or experience declines. We also provide investors with quarterly and
annual financial forward-looking guidance that could prove to be inaccurate as a result of these fluctuations. In addition to
the other factors described in this Part I, Item 1A, some of the factors that could cause our financial results to fluctuate
include:
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general market, economic, business, and political conditions in particular geographies, including Europe, APAC,
and emerging economies;
failure to produce sufficient revenue, billings or subscription growth, and profitability;
failure to achieve anticipated levels of customer acceptance to our business model transition, including the impact
of the end of upgrades and perpetual licenses;
• 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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restructuring or other accounting charges and unexpected costs or other operating expenses;
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;
fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity;
failure to achieve and maintain cost reductions and productivity increases;
dependence on and the timing of large transactions;
changes in product mix, pricing pressure or changes in product pricing;
changes in billings linearity;
the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and
to finance infrastructure projects;
2016 Form 10-K 23
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lower growth or contraction of our maintenance program;
failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services;
our inability to rapidly adapt to technological and customer preference changes, including those related to cloud
computing, mobile devices, new computing platforms, and 3D printing;
the timing of the introduction of new products by us or our competitors;
the success of new business or sales initiatives and increasing our portfolio of product suites;
the financial and business condition of our reseller and distribution channels;
failure to accurately predict the impact of acquired businesses or to identify and realize the anticipated benefits of
acquisitions, and successfully integrate such acquired businesses and technologies;
perceived or actual technical or other problems with a product or combination of products;
unexpected or negative outcomes of matters and expenses relating to litigation or regulatory inquiries;
increases in cloud services-related expenses;
security breaches and potential financial penalties to customers and government entities;
timing of additional investments in the development of our platform or deployment of our services;
timing of product releases and retirements;
changes in tax laws or regulations, tax arrangements with foreign governments or accounting rules, such as increased
use of fair value measures;
changes in sales compensation practices;
failure to effectively implement our copyright legalization programs, especially in developing countries;
failure to achieve sufficient sell-through in our channels for new or existing products;
renegotiation or termination of royalty or intellectual property arrangements;
interruptions or terminations in the business of our consultants or third-party developers;
the timing and degree of expected investments in growth and efficiency opportunities;
failure to achieve continued success in technology advancements;
catastrophic events or natural disasters;
regulatory compliance costs;
potential goodwill impairment charges related to prior acquisitions;
failure to appropriately estimate the scope of services under consulting arrangements; and
adjustments arising from ongoing or future tax examinations.
We have also experienced fluctuations in financial results in interim periods in certain geographic regions due to
seasonality or regional economic or political conditions. In particular, our financial results in Europe during our third
quarter are usually affected by a slower summer period, and our Asia Pacific operations typically experience seasonal
slowing in our third and fourth quarters.
2016 Form 10-K 24
Our operating expenses are based in part on our expectations for future revenue and are relatively fixed in the short
term. Accordingly, any revenue shortfall below expectations has had, and in the future could have, an immediate and
significant adverse effect on our profitability. Greater than anticipated expenses or a failure to maintain rigorous cost
controls would also negatively affect profitability.
Our business could suffer as a result of risks, costs, charges and integration risks associated with strategic acquisitions
and investments.
We regularly acquire or invest in businesses, software products and technologies that are complementary to our
business through acquisitions, strategic alliances or equity or debt investments. The risks associated with such
acquisitions include, among others, the difficulty of assimilating products, operations and personnel, inheriting liabilities
such as intellectual property infringement claims, the failure to realize anticipated revenue and cost projections, the
requirement to test and assimilate the internal control processes of the acquired business in accordance with the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and the diversion of management's time and attention.
For example, we face risks relating to our fiscal 2017 integration of our Delcam subsidiaries, which previously operated
autonomously.
In addition, such acquisitions and investments involve other risks such as:
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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 product 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;
significant higher than anticipated transaction or integration-related costs;
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.
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We may not be successful in overcoming such risks, and such acquisitions and investments may negatively impact
our business. In addition, such acquisitions and investments have in the past and may in the future contribute to potential
fluctuations in our quarterly financial results. These fluctuations could arise from transaction-related costs and charges
associated with eliminating redundant expenses or write-offs of impaired assets recorded in connection with acquisitions
and investments. These costs or charges could negatively impact our financial results for a given period, cause quarter to
quarter variability in our financial results or negatively impact our financial results for several future periods.
Because we derive a substantial portion of our net revenue from a small number of products, including our AutoCAD-
based software products and suites, if these products are not successful, our revenue will be adversely affected.
We derive a substantial portion of our net revenue from sales of licenses of a limited number of our products,
including AutoCAD software, products based on AutoCAD, which include our suites that serve specific markets and
products that are interoperable with AutoCAD. Any factor adversely affecting sales of these products, including the
product release cycle, market acceptance, product competition, performance and reliability, reputation, price competition,
economic and market conditions and the availability of third-party applications, would likely harm our financial results.
During fiscal 2016 and 2015, combined revenue from our AutoCAD and AutoCAD LT products, not including suites
having AutoCAD or AutoCAD LT as a component, represented 24% and 28% of our total net revenue, respectively.
2016 Form 10-K 25
If we are not able to adequately protect our proprietary rights, our business could be harmed.
We rely on a combination of patent, copyright and trademark laws, trade secret protections, confidentiality
procedures and contractual provisions to protect our proprietary rights. Despite such efforts to protect our proprietary
rights, unauthorized parties from time to time have copied aspects of our software products or have obtained and used
information that we regard as proprietary. Policing unauthorized use of our software products is time-consuming and
costly. We are unable to measure the extent to which piracy of our software products exists and we expect that software
piracy will remain a persistent problem, particularly in emerging economies. Furthermore, our means of protecting our
proprietary rights may not be adequate.
Additionally, we actively protect the secrecy of our confidential information and trade secrets, including our source
code. If unauthorized disclosure of our source code occurs, we could potentially lose future trade secret protection for that
source code. The loss of future trade secret protection could make it easier for third-parties to compete with our products
by copying functionality, which could adversely affect our financial performance and our reputation. We also seek to
protect our confidential information and trade secrets through the use of non-disclosure agreements with our customers,
contractors, vendors and partners. However, it is possible that our confidential information and trade secrets may be
disclosed or published without our authorization. If this were to occur, it may be difficult and/or costly for us to enforce
our rights, and our financial performance and reputation could be negatively impacted.
We may face intellectual property infringement claims that could be costly to defend and result in the loss of significant
rights.
As more software patents are granted worldwide, the number of products and competitors in our industry segments
grows and the functionality of products in different industry segments overlaps, we expect that software product
developers will be increasingly subject to infringement claims. Infringement or misappropriation claims have in the past
been, and may in the future be, asserted against us, and any such assertions could harm our business. Additionally, certain
patent holders without products have become more aggressive in threatening and pursuing litigation in attempts to obtain
fees for licensing the right to use patents. Any such claims or threats, whether with or without merit, have been and could
in the future be time-consuming to defend, result in costly litigation and diversion of resources, cause product shipment
delays or require us to enter into royalty or licensing agreements. In addition, such royalty or license agreements, if
required, may not be available on acceptable terms, if at all, which would likely harm our business.
From time to time we realign or introduce new business and sales initiatives; if we fail to successfully execute and
manage these initiatives, our results of operations could be negatively impacted.
As part of our effort to accommodate our customers' needs and demands and the rapid evolution of technology, we
from time to time evolve our business and sales initiatives such as realigning our development and marketing
organizations, and expanding our portfolio of suites and our offering of software as a service, and realigning our internal
resources in an effort to improve efficiency. We may take such actions without clear indications that they will prove
successful, and at times, we have been met with short-term challenges in the execution of such initiatives. Market
acceptance of any new business or sales initiative is dependent on our ability to match our customers' needs at the right
time and price. Often we have limited prior experience and operating history in these new areas of emphasis. If any of our
assumptions about expenses, revenue or revenue recognition principles from these initiatives proves incorrect, or our
attempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, and our
financial results will be negatively impacted.
If we fail to remediate the material weakness identified in our internal control over financial reporting under Section 404
of the Sarbanes-Oxley Act of 2002 or are unable to implement and maintain effective internal control over financial
reporting in the future, the accuracy and timeliness of our financial and operating reporting may be adversely affected
and could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.
In connection with the preparation of our Condensed Consolidated Financial Statements for the fiscal quarter ended
October 31, 2015, our management concluded that a material weakness exists in our internal control over financial
reporting related to our controls over the technical review of our reconciliation of our deferred tax accounts and the
effective tax rate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected on a timely basis.
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2016 Form 10-K 26
Management initiated remediation plans including the following:
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enhancing our technical accounting review for complex income tax considerations;
enhancing our income tax controls to include specific activities to ensure proper classification of deferred
taxes;
supplementing our accounting and tax professionals with the engagement of an internationally recognized
accounting firm to assist us in the technical review regarding the application of tax rules around deferred tax
assets and liabilities; and
assessed and reorganized the structure of our tax function to enhance the level of documentation, technical
oversight and review
There can be no assurance that our remedial measures will be sufficient to address the material weakness or that our
internal control over financial reporting will not be subject to additional material weaknesses in the future. If the remedial
measures that we take are insufficient to address our material weakness or if additional material weaknesses or significant
deficiencies in our internal control are discovered or occur in the future, our Condensed Consolidated Financial
Statements may contain material misstatements, and we could be required to restate our financial results. Additionally, we
may encounter problems or delays in implementing any changes necessary for management to make a favorable
assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal
control over financial reporting, investors could lose confidence in our financial reports and the price of our common
stock could decline.
Net revenue, billings, earnings or subscriptions shortfalls or the volatility of the market generally may cause the market
price of our stock to decline.
The market price for our common stock has experienced significant fluctuations and may continue to fluctuate
significantly. The market price for our common stock may be affected by a number of factors, including the other factors
described in this Part I, Item 1A and the following:
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shortfalls in our expected financial results, including net revenue, billings, earnings, subscriptions, or other key
performance metrics;
results and future projections related to our business model transition, including the impact of the end of
upgrades and perpetual licenses;
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 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;
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.
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2016 Form 10-K 27
Significant changes in the price of our common stock could expose us to costly and time-consuming litigation.
Historically, after periods of volatility in the market price of a company's securities, a company becomes more susceptible
to securities class action litigation. This type of litigation is often expensive and diverts management's attention and
resources.
Our business could be adversely affected if we are unable to attract and retain key personnel.
Our success and ability to invest and grow depend largely on our ability to attract and retain highly skilled technical,
professional, managerial, sales, and marketing personnel. Historically, competition for these key personnel has been
intense. The loss of services of any of our key personnel (including key personnel joining our company through
acquisitions), the inability to retain and attract qualified personnel in the future, or delays in hiring required personnel,
particularly engineering and sales personnel, could make it difficult to meet key objectives, such as timely and effective
product introductions and financial goals.
Our investment portfolio consists of a variety of investment vehicles in a number of countries that are subject to interest
rate trends, market volatility, and other economic factors. If general economic conditions decline, this could cause the
credit ratings of our investments to deteriorate, illiquidity in the financial marketplace, and we may experience a decline
in interest income, and an inability to sell our investments, leading to impairment in the value of our investments.
It is our policy to invest our cash, cash equivalents and marketable securities in highly liquid instruments with, and
in the custody of, financial institutions with high credit ratings and to limit the amounts invested with any one institution,
type of security and issuer. However, we are subject to general economic conditions, interest rate trends and volatility in
the financial marketplace that can affect the income that we receive from our investments, the net realizable value of our
investments (including our cash, cash equivalents and marketable securities) and our ability to sell them. In the U.S., for
example, the yields on our portfolio securities are very low due to general economic conditions. Any one of these factors
could reduce our investment income, or result in material charges, which in turn could impact our overall net income
(loss) and earnings (loss) per share.
From time to time we make direct investments in privately held companies. Privately held company investments are
considered inherently risky. The technologies and products these companies have under development are typically in the
early stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in
these companies. The evaluation of privately held companies is based on information that we request from these
companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the
basis for these evaluations is subject to the timing and accuracy of the data received from these companies.
A loss on any of our investments may cause us to record an other-than-temporary impairment charge. The effect of
this charge could impact our overall net income (loss) and earnings (loss) per share. In any of these scenarios, our
liquidity may be negatively impacted, which in turn may prohibit us from making investments in our business, taking
advantage of opportunities and potentially meeting our financial obligations as they come due.
We are subject to legal proceedings and regulatory inquiries, and we may be named in additional legal proceedings or
become involved in regulatory inquiries in the future, all of which are costly, distracting to our core business and could
result in an unfavorable outcome, or a material adverse effect on our business, financial condition, results of operations,
cash flows or the trading prices for our securities.
We are involved in legal proceedings and receive inquiries from regulatory agencies. As the global economy has
changed and our business has evolved, we have seen an increase in litigation activity and regulatory inquiries. Like many
other high technology companies, the number and frequency of inquiries from U.S. and foreign regulatory agencies we
have received regarding our business and our business practices, and the business practices of others in our industry, have
increased in recent years. In the event that we are involved in significant disputes or are the subject of a formal action by a
regulatory agency, we could be exposed to costly and time consuming legal proceedings that could result in any number
of outcomes. Any claims or regulatory actions initiated by or against us, whether successful or not, could result in
expensive costs of defense, costly damage awards, injunctive relief, increased costs of business, fines or orders to change
certain business practices, significant dedication of management time, diversion of significant operational resources, or
otherwise harm our business. In any of these cases, our financial results, results of operations, cash flows or the trading
prices for our securities could be negatively impacted.
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2016 Form 10-K 28
Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our
results of operations.
Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or
varying interpretations of current accounting pronouncements or taxation practice could have a significant adverse effect
on our results of operations or the manner in which we conduct our business. Further, such changes could potentially
affect our reporting of transactions completed before such changes are effective.
For example, the U.S.-based Financial Accounting Standards Board (“FASB”) is currently working together with
the International Accounting Standards Board (“IASB”) on several projects to further align accounting principles and
facilitate more comparable financial reporting between companies who are required to follow U.S. Generally Accepted
Accounting Principles (“GAAP”) under SEC regulations and those who are required to follow International Financial
Reporting Standards ("IFRS") outside of the U.S. These efforts by the FASB and IASB may result in different accounting
principles under GAAP that may result in materially different financial results for us in areas including, but not limited to
principles for recognizing revenue and lease accounting.
It is not clear if or when these potential changes in accounting principles may become effective, whether we have
the proper systems and controls in place to accommodate such changes and the impact that any such changes may have on
our consolidated financial position, results of operations and cash flows. In addition, as we evolve and change our
business and sales models, we are currently unable to determine how these potential changes may impact our new models,
particularly in the area of revenue recognition.
We are investing in resources to update and improve our information technology systems. Should our investments not
succeed, or if delays or other issues with new or existing internal technology systems disrupt our operations, our business
model transition could be compromised and our business could be harmed.
We rely on our network and data center infrastructure, technology systems and our websites for our development,
marketing, operational, support, sales, accounting and financial reporting activities. We continually invest resources to
update and improve these systems and environments in order to meet the growing and evolving requirements of our
business and customers. In particular, our transition to cloud-based products and a subscription only business model
requires considerable investment in the development of technologies, and back office systems for technical, financial,
compliance and sales resources to enable a scalable organization.
Such improvements are often complex, costly and time consuming. In addition, such improvements can be
challenging to integrate with our existing technology systems, or uncover problems with our existing technology systems.
Unsuccessful implementation of hardware or software updates and improvements could result in disruption in our
business operations, loss of revenue, errors in our accounting and financial reporting or damage to our reputation and
compromise our business model transition.
In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported
in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.
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We make assumptions, judgments and estimates for a number of items, including the fair value of financial
instruments, goodwill, long-lived assets and other intangible assets, the realizability of deferred tax assets and the fair
value of stock awards. We also make assumptions, judgments and estimates in determining the accruals for employee
related liabilities including commissions, bonuses, and sabbaticals; and in determining the accruals for uncertain tax
positions, partner incentive programs, product returns reserves, allowances for doubtful accounts, asset retirement
obligations and legal contingencies. These assumptions, judgments and estimates are drawn from historical experience
and various other factors that we believe are reasonable under the circumstances as of the date of the consolidated
financial statements. Actual results could differ materially from our estimates, and such differences could significantly
impact our financial results.
Our financial results could be negatively impacted if our tax positions are overturned by tax authorities.
We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our
effective tax rate is primarily based on our expected geographic mix of earnings, statutory rates, intercompany transfer
pricing, and enacted tax rules. Significant judgment is required in determining our effective tax rate and in evaluating our
tax positions on a worldwide basis. We believe our tax positions, including intercompany transfer pricing policies, are
2016 Form 10-K 29
consistent with the tax laws in the jurisdictions in which we conduct our business. It is possible that these positions may
be overturned by jurisdictional tax authorities and may have a significant impact on our effective tax rate.
We rely on third party technologies and if we are unable to use or integrate these technologies, our product and service
development may be delayed and our financial results negatively impacted.
We rely on certain software that we license from third parties, including software that is integrated with internally
developed software and used in our products to perform key functions. These third-party software licenses may not
continue to be available on commercially reasonable terms, and the software may not be appropriately supported,
maintained or enhanced by the licensors. The loss of licenses to, or inability to support, maintain and enhance any such
software could result in increased costs, or in delays or reductions in product shipments until equivalent software can be
developed, identified, licensed and integrated, which would likely harm our business.
Disruptions with licensing relationships and third party developers could adversely impact our business.
We license certain key technologies from third parties. Licenses may be restricted in the term or the use of such
technology in ways that negatively affect our business. Similarly, we may not be able to obtain or renew license
agreements for key technology on favorable terms, if at all, and any failure to do so could harm our business.
Our business strategy has historically depended in part on our relationships with third-party developers who provide
products that expand the functionality of our design software. Some developers may elect to support other products or
may experience disruption in product development and delivery cycles or financial pressure during periods of economic
downturn. In particular markets, such disruptions have in the past, and would likely in the future, negatively impact these
third-party developers and end users, which could harm our business.
Additionally, technology created by outsourced product development, whether outsourced to third parties or
developed externally and transferred to us through business or technology acquisitions, have certain additional risks such
as effective integration into existing products, adequate transfer of technology know-how and ownership and protection of
transferred intellectual property.
As a result of our strategy of partnering with other companies for product development, our product delivery schedules
could be adversely affected if we experience difficulties with our product development partners.
We partner with certain independent firms and contractors to perform some of our product development activities.
We believe our partnering strategy allows us to, among other things, achieve efficiencies in developing new products and
maintaining and enhancing existing product offerings. Our partnering strategy creates a dependency on such independent
developers. Independent developers, including those who currently develop products for us in the U.S. and throughout the
world, may not be able or willing to provide development support to us in the future. In addition, use of development
resources through consulting relationships, particularly in non-U.S. jurisdictions with developing legal systems, may be
adversely impacted by, and expose us to risks relating to, evolving employment, export and intellectual property laws.
These risks could, among other things, expose our intellectual property to misappropriation and result in disruptions to
product delivery schedules.
Our business may be significantly disrupted upon the occurrence of a catastrophic event.
Our business is highly automated and relies extensively on the availability of our network and data center
infrastructure, our internal technology systems and our websites. We also rely on hosted computer services from third
parties for services that we provide to our customers and computer operations for our internal use. The failure of our
systems or hosted computer services due to a catastrophic event, such as an earthquake, fire, flood, tsunami, weather
event, telecommunications failure, power failure, cyber attack or war, could adversely impact our business, financial
results and financial condition. We have developed disaster recovery plans and maintain backup systems in order to
reduce the potential impact of a catastrophic event, however there can be no assurance that these plans and systems would
enable us to return to normal business operations. In addition, any such event could negatively impact a country or region
in which we sell our products. This could in turn decrease that country's or region's demand for our products, thereby
negatively impacting our financial results.
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If we were required to record an impairment charge related to the value of our long-lived assets, or an additional
valuation allowance against our deferred tax assets, our results of operations would be adversely affected.
Our long-lived assets are tested for impairment if indicators of impairment exist. If impairment testing shows that
the carrying value of our long-lived assets exceeds their estimated fair values, we would be required to record a non-cash
impairment charge, which would decrease the carrying value of our long-lived assets, as the case may be, and our results
of operations would be adversely affected. Our deferred tax assets include net operating loss and tax credit carryforwards
that can be used to offset taxable income and reduce income taxes payable in future periods. Each quarter, we assess the
need for a valuation allowance, considering both positive and negative evidence to determine whether all or a portion of
the deferred tax assets are not more likely than not to be realized and determined during our second quarter of fiscal 2016
that our U.S. deferred tax assets were no longer more likely than not to be realized. Changes in the amount of the
valuation allowance could result in a material noncash expense or benefit in the period in which the valuation allowance
is adjusted and our results of operations could be materially affected. We will continue to perform these tests and any
future adjustments may have a material effect on our financial condition and results of operations.
We issued $1.5 billion aggregate principal amount of unsecured notes in debt offerings and have an existing $400.0
million revolving credit facility, and expect to incur other debt in the future, which may adversely affect our financial
condition and future financial results.
In December 2012, we issued 1.95% notes due December 15, 2017 in an aggregate principal amount of $400.0
million and 3.6% notes due December 15, 2022 in an aggregate principal amount of $350.0 million. In June 2015, we
issued 3.125% notes due June 15, 2020 in an aggregate principal amount of $450.0 million and 4.375% notes due June
15, 2025 in an aggregate principal amount of $300.0 million. As the debt matures, we will have to expend significant
resources to either repay or refinance these notes. If we decide to refinance the notes, we may be required to do so on
different or less favorable terms or we may be unable to refinance the notes at all, both of which may adversely affect our
financial condition.
We also have a $400.0 million revolving credit facility. As of January 31, 2016, we had no outstanding borrowings
on the line of credit. Although we have no current plans to borrow under this credit facility, we may use the proceeds of
any future borrowing for general corporate purposes, or for future acquisitions or expansion of our business. Our existing
and future levels of indebtedness may adversely affect our financial condition and future financial results by, among other
things:
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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.
We are required to comply with the covenants set forth in our unsecured notes and revolving credit facility. Our
ability to comply with these covenants may be affected by events beyond our control. If we breach any of the covenants
and do not obtain a waiver from the note holders or lenders, then, subject to applicable cure periods, any outstanding
indebtedness may be declared immediately due and payable. In addition, changes by any rating agency to our credit rating
may negatively impact the value and liquidity of our securities. Under certain circumstances, if our credit ratings are
downgraded or other negative action is taken, the interest rate payable by us under our revolving credit facility could
increase. Downgrades in our credit ratings could also restrict our ability to obtain additional financing in the future and
could affect the terms of any such financing.
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ITEM 1B.
UNRESOLVED STAFF COMMENTS
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2016 Form 10-K 31
ITEM 2.
PROPERTIES
We lease 2,043,000 square feet of office space in 143 locations in the United States and internationally through our
foreign subsidiaries. In addition, we own 107,000 square feet of office space in six locations internationally through our foreign
subsidiaries. Our executive offices and corporate headquarters are located in leased office space in San Rafael, California. Our
San Rafael facilities consist of 220,000 square feet under leases that have expiration dates ranging from December 2017 to
December 2019. We and our foreign subsidiaries lease additional space in various locations throughout the world for local
sales, product development, and technical support personnel. In February 2016, we announced a restructuring plan that will
result in the consolidation of certain leased facilities.
All facilities are in good condition. Our facilities, excluding those in restructuring, are operating at capacities averaging
82% occupancy worldwide as of January 31, 2016. We believe that our existing facilities and offices are adequate to meet our
requirements for the foreseeable future. See Note 8, “Commitments and Contingencies,” in the Notes to Consolidated Financial
Statements for more information about our lease commitments.
ITEM 3.
LEGAL PROCEEDINGS
We are involved in a variety of claims, suits, investigations, and proceedings in the normal course of business activities
including claims of alleged infringement of intellectual property rights, commercial, employment, piracy prosecution, business
practices, and other matters. In our opinion, resolution of pending matters is not expected to have a material adverse impact on
our consolidated results of operations, cash flows, or financial position. Given the unpredictable nature of legal proceedings,
there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially
affect our results of operations, cash flows, or financial position in a particular period, however, based on the information
known by us as of the date of this filing and the rules and regulations applicable to the preparation of our financial statements,
any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
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2016 Form 10-K 32
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NASDAQ Global Select Market under the symbol ADSK. The following table lists
the intraday high and low sales prices for each quarter in the last two fiscal years.
Fiscal 2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal 2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Dividends
High
Low
$
$
65.00
$
59.42
55.82
65.78
58.68
$
57.59
58.75
63.00
53.02
49.50
42.06
45.04
44.76
46.09
48.38
53.89
We did not declare any cash or stock dividends in either fiscal 2016 or fiscal 2015. We anticipate that, for the foreseeable
future, we will not pay any cash or stock dividends.
Stockholders
As of January 31, 2016, the number of common stockholders of record was 458. Because many of our shares of common
stock are held by brokers or other institutions on behalf of stockholders, we are unable to estimate the total number of
stockholders represented by the record holders.
Issuer Purchases of Equity Securities
Autodesk's stock repurchase program is largely to help offset the dilution from the issuance of stock under our employee
stock plans and for such other purposes as may be in the interests of Autodesk and its stockholders, and has the effect of
returning excess cash generated from our business to stockholders. The number of shares acquired and the timing of the
purchases are based on several factors, including general market and economic conditions, the number of employee stock
option exercises and restricted stock unit issuances, the trading price of Autodesk common stock, cash on hand and available in
the United States, cash requirements for acquisitions, and Company defined trading windows. During the three and twelve
months ended January 31, 2016, we repurchased 1.6 million and 8.5 million shares, respectively, of our common stock. At
January 31, 2016, 6.3 million shares remained available for repurchase under the repurchase program approved by the Board of
Directors. This program does not have a fixed expiration date. See Note 9, “Stockholders' Equity,” in the Notes to Consolidated
Financial Statements for further discussion.
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2016 Form 10-K 33
The following table provides information about the repurchase of common stock in open-market transactions during the
quarter ended January 31, 2016:
(Shares in millions)
November 1- November 30
December 1 - December 31
January 1 - January 31
Total
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)
0.2
1.3
0.1
1.6
$
$
62.95
62.16
59.84
62.16
0.2
1.3
0.1
1.6
7.7
6.4
6.3
____________________
(1) Represents shares purchased in open-market transactions under the stock repurchase program approved by the Board of Directors.
(2) These amounts correspond to the plan approved by the Board of Directors in June 2012 that authorizes the repurchase of 30.0
million shares. The plan does not have a fixed expiration date.
Sales of Unregistered Securities
There were no sales of unregistered securities during the three months ended January 31, 2016.
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2016 Form 10-K 34
Company Stock Performance
The following graph shows a five-year comparison of cumulative total return (equal to dividends plus stock appreciation)
for our Common Stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S. Software Index. The following graph
and related information will not be deemed to be “soliciting material” or to be “filed” with the SEC, nor will such information
be incorporated by reference into any filing pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate it by reference into such filing.
Comparison of Five Year Cumulative Total Stockholder Return (1)
___________________
(1) Assumes $100 invested on January 31, 2011, in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S.
Software Index, with reinvestment of all dividends. Total stockholder returns for prior periods are not an indication of future investment
returns.
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ITEM 6.
SELECTED FINANCIAL DATA
The following selected consolidated financial data is not necessarily indicative of results of future operations, and should
be read in conjunction with Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,”
and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K to fully understand
factors that may affect the comparability of the information presented below. The financial data for the fiscal years ended
January 31, 2016 and 2015 are derived from, and are qualified by reference to, the audited consolidated financial statements
that are included in this Form 10-K. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows
data for the year ended January 31, 2014 are derived from, and are qualified by reference to, the audited consolidated financial
statements that are included in this Form 10-K. The Consolidated Balance Sheet data for the fiscal year ended January 31, 2014
and the remaining financial data for the fiscal years ended January 31, 2013 and 2012 are derived from audited, consolidated
financial statements which are not included in this Form 10-K.
For the Fiscal Year:
Net revenue
Income from operations
Net (loss) income
Cash flow from operations
Common Stock Data:
Fiscal year ended January 31,
2016
2015
2014
2013
2012
(In millions, except per share data)
$
2,504.1
$
2,512.2
$
2,273.9
$
2,312.2
$
2,215.6
1.3
(330.5)
414.0
120.7
81.8
708.1
284.8
228.8
563.5
305.9
247.4
559.1
355.6
285.3
573.5
1.25
1.22
—
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Basic net (loss) income per share
Diluted net (loss) income per share
Dividends paid per share
$
(1.46) $
0.36
$
1.02
$
1.09
$
(1.46)
—
0.35
—
1.00
—
1.07
—
At Year End:
Total assets (1)
Long-term liabilities
Stockholders’ equity
$
5,515.3
$
4,909.7
$
4,589.9
$
4,302.4
$
3,227.8
2,304.7
1,619.6
1,294.5
2,219.2
1,262.0
2,261.5
1,221.5
2,043.2
390.8
1,882.9
_______________
(1) Effective in the second quarter of fiscal 2016, Autodesk elected to retrospectively adopt ASU 2015-03, regarding Subtopic 835-30
“Interest - Imputation of Interest". The adoption resulted in the reclassification of debt issuance costs from other assets to a reduction of
long term notes payable, net for the prior periods presented.
2016 Form 10-K 36
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The discussion in our MD&A and elsewhere in this Form 10-K contains trend analyses and other forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are any statements that look to future events and consist of, among other things, our
business strategies, including those discussed in “Strategy” and “Overview of Fiscal 2015” and “Business Outlook” below,
anticipated future net revenue, future GAAP and non-GAAP net (loss) income per share, operating margin, operating expenses,
billings, annualized recurring revenue, annualized revenue per subscription, other future financial results (by product type and
geography) and subscriptions, the effectiveness of our efforts to successfully manage transitions to new business models and
markets, our expectations regarding the continued transition of our business model, our ability to increase our subscription
base, expected market trends, including the growth of cloud, mobile, and social computing, the effect of unemployment and
availability of credit, our expectations for our restructuring, the effects of mixed global economic conditions, the effects of
revenue recognition, our backlog, expected trends in certain financial metrics, including expenses, the impact of acquisitions
and investment activities, expectations regarding our cash needs, the effects of fluctuations in exchange rates and our hedging
activities on our financial results, our ability to successfully expand adoption of our products, our ability to gain market
acceptance of new businesses and sales initiatives, our ability to successfully increase sales of product suites as part of our
overall sales strategy, the impact of economic volatility and geopolitical activities in certain countries, particularly emerging
economy countries, and the effects of potential non-cash charges on our financial results and the resulting effect on our
financial results. In addition, forward-looking statements also consist of statements involving expectations regarding product
capability and acceptance, continuation of our stock repurchase program, remediations to our controls environment, statements
regarding our liquidity and short-term and long-term cash requirements, as well as statements involving trend analyses and
statements including such words as “may,” “believe,” “could,” “anticipate,” “would,” “might,” “plan,” “expect,” and
similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements speak
only as of the date of this Annual Report on Form 10-K and are subject to business and economic risks. As such, our actual
results could differ materially from those set forth in the forward-looking statements as a result of the factors set forth above in
Item 1A, “Risk Factors,” and in our other reports filed with the U.S. Securities and Exchange Commission. We assume no
obligation to update the forward-looking statements to reflect events that occur or circumstances that exist after the date on
which they were made, except as required by law.
Strategy
Autodesk’s vision is to help people imagine, design, and create a better world. We do this by developing software and
services for the world’s designers, architects, engineers, digital artists, professionals, and non-professionals alike—the people
who imagine, design, and create the world's products, buildings, infrastructure, films, and games. Autodesk serves professional
customers in three primary markets: architecture, engineering, and construction; manufacturing; and digital media and
entertainment.
Our goal is to provide our customers with the world’s most innovative, and engaging design software and services. Our
product and services portfolio allows our customers to digitally visualize, simulate, and analyze their projects, helping them to
better understand the consequences of their design decisions; save time, money, and resources; and become more innovative.
Autodesk was founded during the platform transition from mainframes and engineering workstations to personal
computers. We developed and sustained a compelling value proposition based upon desktop software for the personal computer.
Just as the transition from mainframes to personal computers transformed the industry over 30 years ago, we believe our
industry is undergoing a similar transition from the personal computer to cloud, mobile, and social computing. To address this
transition we have accelerated our move to the cloud and mobile devices and are offering more flexible licensing. For example,
Autodesk BIM 360, PLM 360, Fusion 360, and AutoCAD360 Pro, some of our cloud based offerings, provide tools, including
mobile and social capabilities, to help streamline design, collaboration, and data management processes. We believe that
customer adoption of these new offerings will continue to grow as customers across a range of industries begin to take
advantage of the scalable computing power and flexibility provided through these new services.
Our strategy is to lead the industries we serve to cloud based technologies and business models. This entails both a
technological shift and a business model shift. We now have term-based license offerings, including desktop subscriptions, for
certain products and flexible enterprise offerings. These offerings are designed to give our customers even more flexibility with
how they use our products and service offerings and to address new types of customers such as project-based users and small
businesses. As part of this transition, we discontinued licensing upgrades effective March 6, 2015, discontinued selling new
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perpetual licenses of most individual software products effective February 1, 2016, and plan to discontinue selling new
perpetual licenses of suites effective August 1, 2016.
With the discontinuation of the sale of most perpetual licenses, we are accelerating our transition away from selling a
hybrid of perpetual licenses and term-based offerings toward a single subscription model. During the transition, billings,
revenue, gross margin, operating margin, earnings (loss) per share, deferred revenue, and cash flow from operations will be
impacted as more revenue is recognized ratably rather than up front and as new offerings bring a wider variety of price points.
As we progress through the business model transition, billings and reported revenue will become less relevant to measure
the success of the business as perpetual license sales are discontinued in favor of subscription offerings, which have
considerably lower up-front prices. Annualized recurring revenue ("ARR") and subscription additions will better reflect
business momentum and provide additional transparency into the transition. To further analyze progress, we will also
disaggregate our growth in these metrics between the original maintenance subscription model ("maintenance") and the new
desktop, cloud and mobile, and enterprise flexible license agreements ("new model"). We expect maintenance subscriptions to
peak as perpetual license sales end this year, and we expect them to decline slowly over time.
Another key element of our strategy is increasing our global penetration. Emerging economies, such as Brazil, Russia,
India, and China, represent a construction and manufacturing opportunity. Emerging economies face many of the challenges
that our design technology can help address, including infrastructure build-out and innovative design and manufacturing.
However, conducting business in these countries presents significant challenges, including economic volatility, geopolitical
risk, local competition, limited intellectual property protection, poorly developed business infrastructure, scarcity of talent,
software piracy, and different purchase patterns as compared to the developed world. We believe that our move to the new
model increases the number of potential markets for Autodesk. By connecting all of the participants in the process of designing
and making things, we can sell new offerings into the construction and manufacturing spaces. In fiscal 2016, revenue from
emerging economies decreased 4% as compared to fiscal 2015 and represented 15% of our total net revenue for both fiscal
2016 and fiscal 2015, respectively.
Today, complex challenges such as globalization, urbanization, and sustainable design are driving our customers to new
levels of performance and competitiveness, and we are committed to helping them address those challenges and take advantage
of new opportunities. To achieve these goals, we are capitalizing on two of our strongest competitive advantages: our ability to
bring advanced technology to mainstream markets, and the breadth and depth of our product portfolio.
We bring powerful new design capabilities to volume markets. Our products are designed to be easy-to-learn and use, and
to provide customers with a low cost of deployment, a low total cost of access to our software offerings, and a rapid return on
investment. In addition, our software architecture allows for extensibility and integration with other products. The breadth of
our technology and product line gives us a unique competitive advantage because it allows our customers to address a wide
variety of problems in ways that transcend industry and disciplinary boundaries. This is particularly important in helping our
customers address the complex challenges mentioned above. We also believe that our technological leadership and global brand
recognition have positioned us well for long-term growth and industry leadership.
In addition to the competitive advantages afforded by our technology, our large global network of distributors, resellers,
third-party developers, customers, educational institutions, educators, and students is a key competitive advantage. This
network of partners and relationships provides us with a broad and deep reach into volume markets around the world. Our
distributor and reseller network is extensive and provides our customers with the resources to purchase, deploy, learn, and
support our products quickly and easily. We have a significant number of registered third-party developers who create products
that work well with our products and extend them for a variety of specialized applications.
Autodesk is committed to helping fuel a lifelong passion for design in students of all ages. We offer free educational
licenses of Autodesk software worldwide to students, educators, and educational institutions. In fiscal 2016, we initiated Project
Ignite, a free and open learning platform delivering a unique package of technology, learning content, and services created
specifically for the classroom. The Project Ignite learning platform additionally offers classroom bundles, which include
hardware such as 3D printers and electronics kits along with professional development and training services to help educators.
Through Autodesk Design Academy, we provide secondary and postsecondary school markets hundreds of standards-aligned
class projects to support design-based disciplines in Science, Technology, Engineering, Digital Arts, and Math (STEAM) while
using Autodesk's professional-grade 3D design, engineering and entertainment software used in industry. Beginning in the
second quarter of fiscal 2016, we have also made Autodesk Design Academy curricula available on iTunes U. Our intention is
to make Autodesk software ubiquitous and the design software of choice for those poised to become the next generation of
professional users.
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2016 Form 10-K 38
Our strategy includes improving our product functionality and expanding our product offerings through internal
development as well as through the acquisition of products, technology, and businesses. Acquisitions often increase the speed at
which we can deliver product functionality to our customers; however, they entail cost and integration challenges and may, in
certain instances, negatively impact our operating margins. We continually review these trade-offs in making decisions
regarding acquisitions. We currently anticipate that we will continue to acquire products, technology, and businesses as
compelling opportunities become available.
Our strategy depends upon a number of assumptions to successfully make the transition toward new cloud and mobile
platforms, including the related technology and business model shifts; making our technology available to mainstream markets;
leveraging our large global network of distributors, resellers, third-party developers, customers, educational institutions, and
students; improving the performance and functionality of our products; and adequately protecting our intellectual property. If
the outcome of any of these assumptions differs from our expectations, we may not be able to implement our strategy, which
could potentially adversely affect our business. For further discussion regarding these and related risks see Part I, Item 1A,
“Risk Factors.”
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles. In
preparing our Consolidated Financial Statements, we make assumptions, judgments, and estimates that can have a significant
impact on amounts reported in our Consolidated Financial Statements. We base our assumptions, judgments, and estimates on
historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could
differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions,
judgments, and estimates. Our significant accounting policies are described in Note 1, “Business and Summary of Significant
Accounting Policies,” in the Notes to Consolidated Financial Statements. We believe that of all our significant accounting
policies, the following policies involve a higher degree of judgment and complexity. Accordingly, these are the policies we
believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred
or services have been rendered, the price is fixed or determinable, and collection is probable. However, determining whether
and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant
impact on the timing and amount of revenue we report.
For multiple element arrangements containing only software and software-related elements, we allocate the sales price
among each of the deliverables using the residual method, under which revenue is allocated to undelivered elements based on
our vendor-specific objective evidence (“VSOE”) of fair value. VSOE is the price charged when an element is sold separately
or a price set by management with the relevant authority. If we do not have VSOE of an undelivered software license, we defer
revenue recognition on the entire sales arrangement until all elements for which we do not have VSOE are delivered. If we do
not have VSOE for undelivered maintenance or services, the revenue for the arrangement is recognized over the longest
contractual service period in the arrangement. We are required to exercise judgment in determining whether VSOE exists for
each undelivered element based on whether our pricing for these elements is sufficiently consistent.
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For multiple elements arrangements involving non-software elements, including cloud subscription services, our revenue
recognition policy is based upon the accounting guidance contained in ASC 605, Revenue Recognition. For these arrangements,
we first allocate the total arrangement consideration based on the relative selling prices of the software group of elements as a
whole and to the non-software elements. We then further allocate consideration within the software group to the respective
elements within that group using the residual method as described above. We exercise judgment and use estimates in
connection with the determination of the amount of revenue to be recognized in each accounting period.
We allocate the total arrangement consideration among the various elements based on a selling price hierarchy. The selling
price for a deliverable is based on its VSOE if available, third-party evidence ("TPE") if VSOE is not available, or the best
estimated selling price ("BESP") if neither VSOE nor TPE is available. BESP represents the price at which Autodesk would
transact for the deliverable if it were sold regularly on a standalone basis. To establish BESP for those elements for which
neither VSOE nor TPE are available, we perform a quantitative analysis of pricing data points for historical standalone
transactions involving such elements for a twelve-month period. As part of this analysis, we monitor and evaluate the BESP
against actual pricing to ensure that it continues to represent a reasonable estimate of the standalone selling price, considering
several other external and internal factors including, but not limited to, pricing and discounting practices, contractually stated
prices, the geographies in which we offer our products and services, and the type of customer (i.e. distributor, value-added
2016 Form 10-K 39
reseller, and direct end user, among others). We analyze BESP at least annually or on a more frequent basis if a significant
change in our business necessitates a more timely analysis or if we experience significant variances in our selling prices.
In situations when we have multiple contracts with a single counterparty, we use the guidance in ASC 985-605 to evaluate
both the form and the substance of the arrangements to determine if they should be combined and accounted for as one
arrangement or as separate arrangements.
Our assessment of the likelihood of collection is also a critical factor in determining the timing of revenue recognition. If
we do not believe that collection is probable, the revenue will be deferred until the earlier of when collection is deemed
probable or payment is received.
Our indirect channel model includes both a two-tiered distribution structure, where distributors sell to resellers, and a
one-tiered structure where Autodesk sells directly to resellers. Our product license revenue from distributors and resellers are
generally recognized at the time title to our product passes to the distributor, in a two-tiered structure, or reseller, in a one-tiered
structure, provided all other criteria for revenue recognition are met. This policy is predicated on our ability to estimate sales
returns, among other criteria. We are also required to evaluate whether our distributors and resellers have the ability to honor
their commitment to make fixed or determinable payments, regardless of whether they collect payment from their customers.
Our policy also presumes that we have no significant performance obligations in connection with the sale of our product
licenses by our distributors and resellers to their customers. If we were to change any of these assumptions or judgments, it
could cause a material increase or decrease in the amount of revenue that we report in a particular period.
As part of the indirect channel model, we have a partner incentive program that uses quarterly attainment of monetary
rewards to motivate distributors and resellers to achieve mutually agreed upon business goals in a specified time period. A
portion of these incentives reduce license and other revenue in the current period. The remainder, which relates to incentives on
our Subscription Program, is recorded as a reduction to deferred revenue in the period the subscription transaction is billed and
subsequently recognized as a reduction to subscription revenue over the contract period. These incentive balances do not
require significant assumptions or judgments. The reserves associated with the partner incentive program are treated on the
balance sheet as either contra account receivable (when due to distributors and direct resellers) or accounts payable (when due
to indirect resellers).
Marketable Securities. As described in Note 2, “Financial Instruments,” in the Notes to the Consolidated Financial
Statements, our investments in marketable securities are measured at the end of each reporting period and reported at fair value.
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or
most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. In determining the fair value of our investments we are sometimes required to use various alternative valuation
techniques. Inputs to valuation techniques are either observable or unobservable. Observable inputs reflect market data obtained
from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created
the following fair value hierarchy:
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• Level 1 - Quoted prices for identical instruments in active markets;
• Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers
are observable in active markets; and
• Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable.
This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available,
when determining fair value. This is generally true for our cash and cash equivalents and the majority of our marketable
securities, which we consider to be Level 1 assets and Level 2 assets. However, determining the fair value of marketable
securities when observable inputs are not available (Level 3) requires significant judgment. For example, we use probability
weighted discounted cash flow models, in which some of the inputs are unobservable in the market, to estimate the fair value of
our convertible debt securities. These assumptions are inherently subjective and involve significant management judgment.
Whenever possible, we use observable market data and rely on unobservable inputs only when observable market data is not
available, when determining fair value.
2016 Form 10-K 40
All of Autodesk’s marketable securities are subject to a periodic impairment review. We recognize an impairment charge
when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. Autodesk considers
various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the
fair value has been less than Autodesk’s cost basis, the financial condition and near-term prospects of the investee, and
Autodesk’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the
market value.
Business Combinations. We allocate the fair value of the consideration transferred to the assets and liabilities acquired,
as well as to in-process research and development based on their estimated fair values at the acquisition date. Any residual
purchase price is recorded as goodwill. The purchase price allocation requires us to make significant estimates and assumptions,
especially at the acquisition date with respect to intangible assets and deferred revenue obligations.
Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical
experience and information obtained from the management of the acquired companies and are inherently uncertain. Examples
of critical estimates used in valuing certain of the intangible assets we have acquired or may acquire in the future include but
are not limited to:
•
•
•
future expected cash flows from sales, maintenance agreements, and acquired developed technologies;
the acquired company’s trade name and customer relationships as well as assumptions about the period of time the
acquired trade name and customer relationships will continue to be used in the combined company’s product portfolio;
expected costs to develop the in-process research and development into commercially viable products and estimated
cash flows from the projects when completed; and
•
discount rates used to determine the present value of estimated future cash flows.
These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the
acquisition could be allocated to the acquired assets and liabilities differently from the allocation that we have made. In
addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates, and if
such events occur we may be required to record a charge against the value ascribed to an acquired asset or an increase in the
amounts recorded for assumed liabilities.
Goodwill. When we acquire a business, a portion of the consideration transferred is typically allocated to acquired
technology and other identifiable intangible assets, such as customer relationships and developed technology. The excess of the
consideration transferred over the net of the acquisition-date fair value of identifiable assets acquired and liabilities assumed is
recorded as goodwill. The amounts allocated to acquired technology and other intangible assets represent our estimates of their
fair values at the acquisition date. We amortize the acquired technology and other intangible assets with finite lives over their
estimated useful lives. The estimation of acquisition-date fair values of intangible assets and their useful lives requires us to
make assumptions and judgments, including but not limited to an evaluation of macroeconomic conditions as they relate to our
business, industry and market trends, projections of future cash flows, and appropriate discount rates.
We test goodwill for impairment annually in our fourth fiscal quarter or sooner should events or changes in circumstances
indicate potential impairment. An optional assessment of qualitative factors of impairment (“optional assessment”) can be
performed prior to necessitating a two-step quantitative impairment test. Should the optional assessment be performed for any
given fiscal year, qualitative factors to consider include cost factors; financial performance; legal, regulatory, contractual,
political, business, or other factors; entity specific factors; industry and market considerations, macroeconomic conditions, and
other relevant events and factors affecting the reporting unit. If, after assessing the totality of events or circumstances, it is more
likely than not that the fair value of the reporting unit is greater than its carrying value, then performing the two-step
impairment test is unnecessary.
Under the two-step quantitative impairment test, we use discounted cash flow models that include assumptions regarding
projected cash flows. Variances in these assumptions could have a significant impact on our conclusion as to whether goodwill
is impaired, or the amount of any impairment charge. Impairment charges, if any, result from instances where the fair values of
net assets associated with goodwill are less than their carrying values. As changes in business conditions and our assumptions
occur, we may be required to record impairment charges.
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For our annual impairment assessment in fiscal 2016, we utilized the optional assessment for the following reporting
units: Platform Solutions and Emerging Business (“PSEB”), Manufacturing ("MFG"), Architecture, Engineering, and
Construction ("AEC"), and Media and Entertainment (“M&E”). Based on a review of the qualitative factors described above,
we determined that it was more likely than not that the fair value of each of the reporting units exceeded the carrying value. As
a result, we concluded that performing the two-step impairment test was not necessary, and therefore the goodwill of our PSEB,
MFG, AEC, and M&E reporting units were not impaired during the fiscal year ended January 31, 2016.
For the Delcam reporting unit, we deemed the two-step impairment test was necessary and used a discounted cash flow
model which included assumptions regarding projected cash flows. Based on this testing, we estimated fair value was 16% in
excess of the carrying value for Delcam, and therefore the goodwill was not impaired during the fiscal year ended January 31,
2016.
Estimating the fair value of the reporting units requires the use of estimates and significant judgments regarding future
cash flows that are based on a number of factors including actual operating results, forecasted billings, revenue, and spend
targets, discount rate assumptions, and long-term growth rate assumptions. The estimates and judgments described above could
adversely change in future periods and we cannot provide absolute assurance that all of the targets will be achieved, which
could lead to future impairment charges.
Realizability of Long-Lived Assets. We assess the realizability of our long-lived assets and related intangible assets,
other than goodwill, annually during the fourth fiscal quarter, or sooner should events or changes in circumstances indicate the
carrying values of such assets may not be recoverable. We consider the following factors important in determining when to
perform an impairment review: significant under-performance of a business or product line relative to budget; shifts in business
strategies which affect the continued uses of the assets; significant negative industry or economic trends; and the results of past
impairment reviews. When such events or changes in circumstances occur, we assess recoverability of these assets.
We assess recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the
assets are expected to generate. If impairment indicators were present based on our undiscounted cash flow models, which
include assumptions regarding projected cash flows, we would perform a discounted cash flow analysis to assess impairments
on long-lived assets. Variances in these assumptions could have a significant impact on our conclusion as to whether an asset is
impaired or the amount of any impairment charge. Impairment charges, if any, result in situations where any fair values of these
assets are less than their carrying values.
In addition to our recoverability assessments, we routinely review the remaining estimated useful lives of our long-lived
assets. Any reduction in the useful life assumption will result in increased depreciation and amortization expense in the quarter
when such determinations are made, as well as in subsequent quarters.
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We will continue to evaluate the values of our long-lived assets in accordance with applicable accounting rules. As
changes in business conditions and our assumptions occur, we may be required to record impairment charges.
Income Taxes. We account for income taxes under the asset and liability approach. Under this method, deferred tax
assets, including those related to tax loss carryforwards and credits, and deferred tax liabilities are determined based on the
differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. We recognize the tax benefit for an uncertain tax position when it meets a more
likely than not threshold. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income
tax expense.
A valuation allowance is recorded to reduce deferred tax assets when management cannot conclude that it is more likely
than not that the net deferred tax asset will be recovered. The valuation allowance is determined by assessing both positive and
negative evidence to determine whether it is more likely than not that deferred tax assets are recoverable; such assessment is
required on a jurisdiction-by-jurisdiction basis. Significant judgment is required in determining whether the valuation allowance
should be recorded against deferred tax assets. In assessing the need for valuation allowance, we consider all available evidence
including past operating results and estimates of future taxable income. Beginning in the second quarter of fiscal 2016, we
considered recent cumulative losses in the United States arising from the Company’s business model transition as a significant
source of negative evidence. Considering this negative evidence and the absence of sufficient positive objective evidence that
we would generate sufficient taxable income in our United States tax jurisdiction to realize the deferred tax assets, we
determined that is was not more likely than not that the Company would realize US federal and state deferred tax assets and
recorded a valuation allowance on our federal and state deferred tax assets. As we continually strive to optimize our overall
business model, tax planning strategies may become feasible and prudent whereby management may determine that it is more
2016 Form 10-K 42
likely than not that the federal and state deferred tax assets will be realized; therefore, we will continue to evaluate the
realizability of our net deferred tax assets each quarter, both in the US and in foreign jurisdictions, based on all available
evidence, both positive and negative.
Stock-Based Compensation. We measure stock-based compensation cost at the grant date fair value of the award, and
recognize expense ratably over the requisite service period, which is generally the vesting period. We estimate the fair value of
certain stock-based payment awards (including grants of employee stock purchases related to the employee stock purchase
plan) using either the Black-Scholes-Merton option-pricing model or a binomial-lattice model (e.g., Monte Carlo simulation
model). To determine the grant-date fair value of our stock-based payment awards, we use a Black-Scholes model or the quoted
stock price on the date of grant, unless the awards are subject to market conditions, in which case we use the Monte Carlo
simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market
conditions will be achieved. These variables include our expected stock price volatility over the expected term of the award,
actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and
expected dividends. The variables used in these models are reviewed on a quarterly basis and adjusted, as needed. Share-based
compensation cost for restricted stock is measured on the closing fair market value of our common stock on the date of grant.
The value of the portion of the award that is ultimately expected to vest is recognized as expense in our Consolidated
Statements of Operations.
Legal Contingencies. As described in Part I, Item 3, “Legal Proceedings” and Part II, Item 8, Note 8, “Commitments
and Contingencies,” in the Notes to Consolidated Financial Statements, we are periodically involved in various legal claims and
proceedings. We routinely review the status of each significant matter and assess our potential financial exposure. If the
potential loss from any matter is considered probable and the amount can be reasonably estimated, we record a liability for the
estimated loss. Because of inherent uncertainties related to these legal matters, we base our loss accruals on the best information
available at the time. As additional information becomes available, we reassess our potential liability and may revise our
estimates. Such revisions could have a material impact on future quarterly or annual results of operations.
Recently Issued Accounting Standards
See Part II, Item 8, Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated
Financial Statements for a full description of recent accounting pronouncements, including the expected dates of adoption and
estimated effects on results of operations and financial condition.
Overview of Fiscal 2016
Net Revenue
Cost of revenue
Gross Profit
Operating expenses
Income from Operations
Fiscal Year
Ended January
31, 2016
As a % of Net
Revenue
Fiscal Year
Ended January
31, 2015
As a % of Net
Revenue
$
$
2,504.1
370.7
2,133.4
2,132.1
1.3
(in millions)
100% $
15%
85%
85%
—% $
2,512.2
342.1
2,170.1
2,049.4
120.7
100%
14%
86%
82%
5%
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We are undergoing a business model transition in which we will discontinue selling new perpetual licenses in favor of
subscriptions and flexible license arrangements. During the transition, billings, revenue, gross margin, operating margin, EPS,
deferred revenue, and cash flow from operations will be impacted as more revenue is recognized ratably rather than up front
and as new offerings bring a wider variety of price points. In order to help better understand our financial performance during
and after the transition, we have introduced several new metrics including recurring revenue, total subscriptions, ARR, and
annualized revenue per subscription ("ARPS"). ARR and ARPS are performance metrics and should be viewed independently
of revenue, deferred revenue, and net billings as ARR and ARPS are not intended to be combined with any of these items.
During fiscal 2016, net revenue decreased slightly as compared to the prior fiscal year, gross profit decreased 2%, and
income from operations decreased 99%. Contributing to the year over year decrease in income from operations during fiscal
2016 was an increase in both operating expenses and cost of revenue and a decrease in license and other revenue, partially
offset by an increase in subscription revenue. Areas of revenue growth year-over-year included increases in our AEC segment,
2016 Form 10-K 43
highlighted by an increase in our flexible enterprise offerings, our MFG segment, fueled by growth in Delcam and AutoCAD
Mechanical, and the Americas geographic area. We also experienced growth in our total subscriptions and billings during fiscal
2016, as compared to fiscal 2015, primarily due to strong maintenance renewals and growth in new offerings such as desktop
subscriptions and enterprise offerings. Offsetting these areas of growth were year-over-year revenue declines in our PSEB
segment, many of our major products, particularly AutoCAD LT, and the EMEA and APAC geographic areas.
Income from operations for fiscal 2016 was negatively impacted by increased spend primarily from higher employee-
related and cloud-related costs, as well as increased spending on other key initiatives.
The reasons for these changes are discussed below under the heading “Results from Operations.”
Revenue Analysis
Revenue from flagship products represented 45% and 48% of total net revenue during fiscal 2016 and fiscal 2015,
respectively. Revenue from flagship products decreased by 5% as compared to the prior fiscal year. Revenue from suites
represented 37% and 36% of total net revenue for fiscal 2016 and fiscal 2015, respectively, and remained flat compared to the
prior fiscal year. Revenue from new and adjacent products represented 18% and 16% of total net revenue during fiscal 2016 and
fiscal 2015, respectively. Revenue from new and adjacent products increased by 12% as compared to fiscal 2015.
We rely significantly upon major distributors and resellers in both the U.S. and international regions, including Tech Data
Corporation and its global affiliates (collectively, “Tech Data”). Tech Data accounted for 25% of our consolidated net revenue
during both fiscal 2016 and 2015, respectively. We believe our business is not substantially dependent on Tech Data. Our
customers through Tech Data are the resellers and end users who purchase our software licenses and services. Should any of the
agreements between Tech Data and us be terminated for any reason, we believe the resellers and end users who currently
purchase our products through Tech Data would be able to continue to do so under substantially the same terms from one of our
many other distributors without substantial disruption to our revenue.
Operating Margin Analysis
Income from operations decreased 99% in fiscal 2016 due to an $82.7 million or 4% increase in our operating expenses
and a $28.6 million or 8% increase in cost of revenue, as compared to fiscal 2015. Our operating margin decreased to 0% for
fiscal 2016 from 5% for fiscal 2015. The increase in cost of revenue was driven by employee related expenses as a result of
increased employee headcount and product support costs. Also contributing to the increase in cost of revenue was an increase in
cloud and hosting related costs in support of our business model transition. The increase in operating expenses between fiscal
2016 and 2015 was driven by higher employee related costs due to increased headcount and an increase in IT costs. Also
impacting the increase in operating expenses during fiscal 2016 as compared to fiscal 2015 was an increase stock based
compensation expense as a result of higher fair market value of awards granted.
Further discussion regarding the cost of revenue and operating expense activities are discussed below under the heading
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“Results of Operations.”
Business Model Transition Metrics
Recurring revenue represents the revenue for the period from our maintenance, desktop, cloud services and enterprise
license offerings, including portions of revenue allocated to license & other revenue for those offerings. It excludes revenue
from Autodesk Consulting Services, and subscription revenue related to education offerings, consumer product offerings, select
Creative Finishing product offerings, Autodesk Buzzsaw, Autodesk Constructware, and third party products. Recurring revenue
acquired with the acquisition of a business is captured and may cause variability in the comparison of this calculation.
Recurring revenue is a statistical measure rather than a non-GAAP measure and is not meant as a substitute for net revenues.
During fiscal 2016, recurring revenue was 54% of total net revenue as compared to 46% of total net revenue for fiscal
2015.
2016 Form 10-K 44
The following table outlines our subscriptions, ARR and ARPS metrics as of fiscal years ended January 31, 2016 and
January 31, 2015:
(in thousands)
Maintenance Subscriptions
New Model Subscriptions
Total Subscriptions
(in millions)
Maintenance ARR
New Model ARR
Total ARR
(ARR divided by Subscriptions)
Maintenance ARPS
New Model ARPS
Total ARPS
Balance at
(Decrease)/Increase
compared to
prior fiscal year
January 31, 2016
January 31, 2015
%
2,151.0
427.2
2,578.2
2,013.3
220.4
2,233.7
1,121.4
$
1,103.8
$
255.0
151.6
1,376.4
$
1,255.4
$
137.7
206.8
344.5
17.6
103.4
121.0
521
597
534
$
$
548
688
562
$
$
(27)
(91)
(28)
$
$
$
$
7 %
94 %
15 %
2 %
68 %
10 %
(5)%
(13)%
(5)%
Year-over-year maintenance subscriptions increased 7% as of January 31, 2016 as compared to the same period in the
prior fiscal year. Year-over-year new model subscriptions increased 94% as of January 31, 2016 as compared to the same period
in the prior fiscal year, primarily due to 292% growth in Desktop subscriptions over the corresponding period. Also contributing
to the overall subscription growth was an increase in maintenance renewal rates.
Total Subscriptions ARR increased 10% as of January 31, 2016 as compared to the same period in the prior fiscal year
primarily due to a 68% increase in New Model ARR driven by desktop license subscriptions and our flexible enterprise
offerings. Also contributing to the increase was growth in Maintenance ARR, which increased 2% as compared to the same
period in the prior fiscal year.
The 5% decrease in total ARPS was primarily due to growth in lower-priced subscription offerings causing total
subscriptions growth to exceed total subscriptions ARR growth.
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Foreign Currency Analysis
We generate a significant amount of our revenue in the U.S., Japan, Germany, France, and the United Kingdom. Total net
revenue for fiscal 2016 was flat on an as reported basis compared to the prior fiscal year, and was negatively impacted by
foreign exchange rate changes during fiscal 2016. Had applicable exchange rates from fiscal 2015 been in effect during fiscal
2016 and had we excluded foreign exchange hedge gains and losses from both fiscal 2015 and 2016 (“on a constant currency
basis”), net revenue would have increased 4% compared to the prior fiscal year.
Our total spend, defined as cost of revenue plus operating expenses, during fiscal 2016 increased 5% on an as reported
basis as compared to the prior fiscal year. Had applicable exchange rates from fiscal 2015 been in effect during fiscal 2016 and
had we excluded foreign exchange hedge gains and losses from both fiscal 2015 and 2016, total spend would have increased
9% on a constant currency basis compared to the prior fiscal year.
Changes in the value of the U.S. dollar may have a significant effect on net revenue, total spend, and income from
operations in future periods. We use foreign currency contracts to reduce the exchange rate effect on a portion of the net
revenue and spend of certain anticipated transactions but do not attempt to completely mitigate the impact of fluctuations of
such foreign currency against the U.S. dollar.
2016 Form 10-K 45
Balance Sheet and Cash Flow Items
At January 31, 2016, we had $2.8 billion in cash and marketable securities. This amount includes the aggregate net
proceeds of $742.0 million, after deducting the underwriting discounts and related offering expenses, from our June 2015
registered underwritten public offering of $450.0 million aggregate principal amount of 3.125% notes due June 15, 2020 and
$300.0 million aggregate principal amount of 4.375% notes due June 15, 2025. We completed fiscal 2016 with higher deferred
revenue and accounts receivable balances as compared to the prior fiscal year. Our deferred revenue balance at January 31,
2016 included $1.1 billion of deferred subscription revenue primarily related to customer maintenance contracts, which will be
recognized as revenue ratably over the life of the contracts. The term of our maintenance contracts is typically between one and
three years. Our cash flow from operations decreased 42% to $414.0 million as of January 31, 2016 from $708.1 million at
January 31, 2015. We repurchased 8.5 million shares of our common stock for $458.0 million during fiscal 2016.
Comparatively, we repurchased 6.9 million shares of our common stock for $372.4 million during fiscal 2015. Further
discussion regarding the balance sheet and cash flow activities are discussed below under the heading “Liquidity and Capital
Resources.”
Business Outlook
Autodesk is undergoing a business model transition in which the company will discontinue selling new perpetual licenses
in favor of subscriptions and flexible license arrangements. During the transition, billings, revenue, gross margin, operating
margin, EPS, deferred revenue, and cash flow from operations will be impacted as more revenue is recognized ratably rather
than up front and as new offerings bring a wider variety of price points. Over time, we expect our business model transition to
expand our customer base by eliminating higher up-front licensing costs and provide more flexibility in how customers gain
access to and pay for our products. In the future, we expect this business model transition will increase our long-term revenue
growth rate by increasing total subscriptions, ARR, and customer value over time.
In February 2016 we commenced a restructuring plan to reduce headcount by approximately 10% and to consolidate
certain facilities around the world in order to accelerate the Company’s move to the cloud and its transition to a subscription-
based business model. Through the restructuring, we seek to reduce expenses, streamline the organization, and reallocate
resources to align more closely with the Company’s needs going forward. See further discussion of our restructuring plan in
Note 17, “Subsequent Events” of the Notes to Consolidated Financial Statements. As a result of these actions, we have incurred
and will incur additional costs in the short term that negatively impact our net income and cash flows from operating activities
and have the effect of reducing our operating margins.
Q1 FY17 Guidance Metrics
Revenue (in millions)
EPS GAAP
EPS Non-GAAP (1)
Q1 FY17 (ending April 30, 2016)
$500 - $520
($0.98) - ($0.89)
($0.17) - ($0.12)
_______________
(1) Non-GAAP earnings per diluted share exclude $0.28 related to restructuring expense, $0.27 related to stock-based compensation expense,
between $0.18 and $0.14 of GAAP-only tax charges, and $0.10 for the amortization of acquisition related intangibles, offset by $0.02 for
gains on strategic investments.
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2016 Form 10-K 46
FY17 Guidance Metrics
Revenue (in millions) (1)
GAAP Spend (cost of revenue plus operating expenses)
Non-GAAP Spend (cost of revenue plus operating expenses) (2)
EPS GAAP
EPS Non-GAAP (3)
Net Subscription Additions
FY17 (ending January 31, 2017)
$1,950 - $2,050
3% - 4%
(1%) - flat
($3.32) - ($2.91)
($0.85) - ($0.60)
475,000 - 525,000
_______________
(1) Excluding the impact of foreign currency rates and hedge gains/losses revenue guidance would be $2.0 - $2.1 billion.
(2) Non-GAAP spend excludes $234 million related to stock-based compensation expense, $88 million related to restructuring expense, and
$67 million for the amortization of acquisition related intangibles.
(3) Non-GAAP earnings per diluted share excludes $1.05 related to stock-based compensation expense, between $0.75 and $0.59 of GAAP-
only tax charges, $0.39 related to restructuring expense, and $0.30 for the amortization of acquisition related intangibles, offset by $0.02 for
gains on strategic investments.
We remain diligent about managing our spend while making essential investments to drive growth.
Results of Operations
Net Revenue:
License and other
Subscription
Net Revenue by Geographic Area:
Americas
Europe, Middle East, and Africa
Asia Pacific
Net Revenue by Operating Segment:
Architecture, Engineering, and
Construction
Manufacturing
Platform Solutions and
Emerging Business
Media and Entertainment
Fiscal Year
Ended
January 31,
2016
Increase (decrease)
compared to prior fiscal
year
$
%
Fiscal Year
Ended
January 31,
2015
(in millions)
Increase (decrease)
compared to prior fiscal
year
$
%
Fiscal Year
Ended
January 31,
2014
$
$
$
$
$
$
$
$
1,226.9
1,277.2
2,504.1
972.8
934.6
596.7
2,504.1
$
(114.5)
106.4
(8.1)
74.8
(45.4)
(37.5)
(8.1)
$
$
$
(9)% $
1,341.4
9 %
1,170.8
— % $
2,512.2
8 % $
(5)%
(6)%
898.0
980.0
634.2
— % $
2,512.2
$
86.5
151.8
238.3
79.1
128.2
31.0
238.3
7 % $
1,254.9
15 %
1,019.0
10 % $
2,273.9
10 % $
15 %
5 %
818.9
851.8
603.2
10 % $
2,273.9
949.1
$
76.5
9 % $
872.6
$
142.0
19 % $
730.6
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724.6
670.4
160.0
$
2,504.1
$
(126.3)
(7.3)
(8.1)
675.6
796.7
167.3
96.2
17 %
7.5
(7.4)
1 %
(4)%
579.4
789.2
174.7
(16)%
(4)%
— % $
2,512.2
$
238.3
10 % $
2,273.9
Fiscal 2016 Net Revenue Compared to Fiscal 2015 Net Revenue
License and Other Revenue
License and other revenue consists of two components: (1) all forms of product license revenue and (2) other revenue.
Product license revenue includes software license revenue from the sale of perpetual licenses, term-based licenses from our
desktop subscription and enterprise offerings, and product revenue for Creative Finishing. Other revenue includes revenue from
consulting, training, Autodesk Developers Network, and Creative Finishing customer support, and is recognized as the services
are performed.
2016 Form 10-K 47
Total License and other revenue decreased 9% during fiscal 2016 as compared to fiscal 2015. This decrease was primarily
due to an 11% decrease in product license revenue as compared to the same period in the prior fiscal year. The decrease in
product license revenue was primarily due to a 14% decrease in revenue from our flagship products and a 12% decrease in our
suites revenue. Product license revenue, as a percentage of license and other revenue, was 88% and 89% for fiscal 2016 and
fiscal 2015, respectively.
During fiscal 2016, the 11% decrease in product license revenue was due to an 18% decrease in the average net revenue
per seat while the number of seats sold increased by 7% compared to the prior fiscal year. Starting in the first quarter of fiscal
2017, and in connection with the discontinuation of sales of individual perpetual licenses, we will stop reporting changes in
revenue attributable to average net revenue per seat and number of seats sold. We are replacing these disclosures with
disclosure regarding changes in ARPS disclosed within Overview above. ARPS is more relevant to determine whether changes
in net revenues are attributable to increases in price or volume.
During fiscal 2016, total other revenue represented 12% of license and other revenue, and 6% of total net revenue. Other
revenue increased by 12% during fiscal 2016 as compared to fiscal 2015. This increase is primarily due to an 11% increase in
revenue from consulting and a 38% increase in revenue from our consumer product offerings, partially offset by a decrease in
revenue from our education products as a result of our strategic transition to offer free educational licenses of Autodesk
software to students, educators, and institutions.
Backlog related to current software license product orders that had not shipped at the end of the fiscal year decreased by
$9.0 million from $40.4 million at January 31, 2015 to $31.4 million at January 31, 2016. Backlog from current software
license product orders that we have not yet shipped consists of orders for currently available licensed software products from
customers with approved credit status.
Subscription Revenue
Our Subscription revenue consists of three components: (1) maintenance revenue from our software products; (2)
maintenance revenue from our term-based desktop subscription and enterprise offerings; and (3) revenue from our cloud service
offerings. Our maintenance program provides our customers of software products with a cost effective and predictable
budgetary option to obtain the productivity benefits of our new releases and enhancements when and if released during the term
of their contracts. Under our maintenance program, customers are eligible to receive unspecified upgrades when and if
available, downloadable training courses, and online support. We recognize maintenance revenue ratably over the term of the
maintenance agreement, which is generally between one and three years. Revenue for our cloud service offerings is recognized
ratably over the contract term commencing with the date our service is made available to customers and all other revenue
recognition criteria have been satisfied.
Subscription revenue increased 9% during fiscal 2016 as compared to fiscal 2015 primarily due to a 9% increase in
commercial maintenance revenue. The 9% increase in commercial maintenance revenue was due to a 12% increase from
commercial enrollment during the corresponding maintenance contract term, offset by a 3% decrease from net revenue per
maintenance seat. Commercial maintenance revenue represented 96% of Subscription revenue for both fiscal 2016 and fiscal
2015, respectively. Starting in the first quarter of fiscal 2017, and in connection with the discontinuation of sales of individual
perpetual licenses, we will stop reporting changes in revenue attributable to average net revenue per seat and number of seats
sold. We are replacing these disclosures with disclosure regarding changes in ARPS disclosed within Overview above. ARPS is
more relevant to determine whether changes in net revenues are attributable to increases in price or volume.
Changes in Subscription revenue lag changes in net billings for subscription contracts because we recognize the revenue
from those contracts ratably over their contract terms. Net subscription billings increased 16% during fiscal 2016 as compared
to the prior fiscal year primarily due to an increase in multi-year maintenance subscription billings.
Our deferred subscription revenue balance at January 31, 2016 and January 31, 2015 was $1.1 billion and $0.9 billion,
respectively, and primarily related to customer maintenance agreements, which will be recognized as revenue ratably over the
term of the maintenance agreement.
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Net Revenue by Geographic Area
Net revenue in the Americas geography increased by 8% as reported and 9% on a constant currency basis during fiscal
2016, as compared to the prior fiscal year, primarily due to a 20% increase in our new and adjacent product revenue and an 8%
increase in our suites revenue in this geography during fiscal 2016 as compared to fiscal 2015. The increase in this geography
was led by the U.S.
Net revenue in the EMEA geography decreased by 5% on an as reported basis and increased 3% on a constant currency
basis during fiscal 2016 as compared to the prior fiscal year. This decrease was primarily due to a 7% decrease in our flagship
products and a 5% decrease in our suites revenue in this geography during fiscal 2016 as compared to fiscal 2015. The decrease
in our revenue in this geography was led by Germany and Russia, partially offset by an increase in revenue from Ireland.
Net revenue in the APAC geography decreased 6% on an as reported basis and 1% on a constant currency basis, during
fiscal 2016 as compared to the prior fiscal year, primarily due to a 10% decrease in our flagship products, partially offset by an
8% increase in our new and adjacent product revenue in this geography. The decrease in revenue in this geography during fiscal
2016 was led by Japan, partially offset by an increase in revenue from China.
Net revenue in emerging economies decreased 4% on an as reported basis and 2% on a constant currency basis, during
fiscal 2016 as compared to the prior fiscal year, primarily due to decreases in revenue from Russia and Brazil, partially offset by
an increase in revenue from China. Revenue from emerging economies represented 15% of total net revenue for both fiscal
2016 and 2015, respectively.
International net revenue represented 68% and 71% of our total net revenue for fiscal 2016 and 2015, respectively. We
believe that international revenue will continue to comprise a majority of our total net revenue. Unfavorable economic
conditions in the countries that contribute a significant portion of our net revenue, including in emerging economies, may have
an adverse effect on our business in those countries and our overall financial performance. Changes in the value of the U.S.
dollar relative to other currencies have significantly affected, and could continue to significantly affect, our financial results for
a given period even though we hedge a portion of our current and projected revenue. Additionally, weak global economic
conditions that have been characterized by restructuring of sovereign debt, high unemployment, and volatility in the financial
markets may impact our future financial results.
Net Revenue by Operating Segment
We have four reportable segments: AEC, MFG, PSEB, and M&E. We have no material inter-segment revenue.
Net revenue for AEC increased by 9% during fiscal 2016 as compared to the prior fiscal year primarily due to an 8%
increase in revenue from our AEC suites, which was primarily driven by Autodesk Building Design Suite and Autodesk
Infrastructure Design Suite.
Net revenue for MFG increased by 7% during fiscal 2016 as compared to the prior fiscal year primarily due to a 78%
increase in revenue from our Delcam products as a result of including 12 months of Delcam operating results during fiscal
2016, compared to 10 months during fiscal 2015. Also contributing to the increase in net revenue for MFG during fiscal 2016
was a 12% increase in revenue from our flagship product AutoCAD Mechanical.
Net revenue for PSEB decreased by 16% during fiscal 2016 as compared to the prior fiscal year primarily due to a 26%
decrease in revenue from our flagship product AutoCAD LT. Revenue from AutoCAD decreased by 4% in fiscal 2016 as
compared to fiscal 2015.
Net revenue for M&E decreased by 4% during fiscal 2016 as compared to the prior fiscal year, primarily due to a 21%
decrease in revenue from Creative Finishing, partially offset by a 1% increase in revenue from Animation. The decline in
Creative Finishing was marked by a decrease in revenue from Creative Finishing hardware products and by a general decrease
in the M&E industry end-market demand. The slight increase in Animation revenue was primarily due to a 168% increase in
our Shotgun product offering as a result of including a full year of Shotgun operating results in fiscal 2016 as compared to six
months during fiscal 2015, and a 7% increase in our Maya flagship product offerings, partially offset by a 46% decrease in our
Middleware product offerings. M&E revenue is impacted by a general decrease in the M&E industry end-market demand, the
planned inclusion of our M&E products in other Autodesk industry suites, and the business model transition as customers are
opting for desktop subscription and flexible enterprise offerings. At the beginning of the fourth quarter of fiscal 2016, we exited
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the Creative Finishing hardware business. This was an immaterial portion of our overall business and comes with substantially
lower margins, so we expect that exiting this business will improve our margins within M&E over time.
Fiscal 2015 Net Revenue Compared to Fiscal 2014 Net Revenue
License and Other Revenue
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Total License and other revenue increased 7% during fiscal 2015 as compared to fiscal 2014. This increase was primarily
due to a 7% increase in product license revenue as compared to the same period in the prior fiscal year. The increase in product
license revenue was primarily due to an 8% increase in suites revenue and an increase of 4% in revenue from our flagship
products.
During fiscal 2015, the 7% increase in product license revenue was due to a 7% increase in the average net revenue per
seat while the number of seats sold remained flat compared to the prior fiscal year. Product license revenue, as a percentage of
License and other revenue, was 89% for both fiscal 2015 and fiscal 2014.
During fiscal 2015, total other revenue represented 11% of license and other revenue, and 6% of total net revenue. Other
revenue increased by 7% during fiscal 2015 as compared to fiscal 2014. This increase is primarily due to a 17% increase in
revenue from consulting, partially offset by a 65% decrease in revenue from our education products as a result of our strategic
transition to offer free educational licenses of Autodesk software to students, educators, and institutions.
Backlog related to current software license product orders that had not shipped at the end of the fiscal year increased by
$20.7 million from $19.7 million at January 31, 2014 to $40.4 million at January 31, 2015. Backlog from current software
license product orders that we have not yet shipped consists of orders for currently available licensed software products from
customers with approved credit status.
Subscription Revenue
Subscription revenue increased 15% during fiscal 2015 as compared to fiscal 2014 primarily due to a 15% increase in
commercial maintenance revenue. The 15% increase in commercial maintenance revenue was due to a 9% increase from net
revenue per maintenance seat and a 6% increase from commercial enrollment during the corresponding maintenance contract
term. Commercial maintenance revenue represented 96% and 95% of Subscription revenue for fiscal 2015 and fiscal 2014,
respectively.
Changes in Subscription revenue lag changes in net billings for subscription contracts because we recognize the revenue
from those contracts ratably over their contract terms. Net subscription billings increased 22% during fiscal 2015 as compared
to the prior fiscal year primarily due to an increase in maintenance subscription billings.
Our deferred subscription revenue balance at January 31, 2015 and January 31, 2014 was $936.8 million and $789.3
million, respectively, and primarily related to customer maintenance agreements, which will be recognized as revenue ratably
over the term of the maintenance agreement.
Net Revenue by Geographic Area
Net revenue in the Americas geography increased by 10% as reported and on a constant currency basis during fiscal 2015,
as compared to the prior fiscal year. This increase was primarily due to a 16% increase in our suites revenue and an 18%
increase in our new and adjacent product revenue in this geography during fiscal 2015 as compared to fiscal 2014. The increase
in this geography was led by the U.S.
Net revenue in the EMEA geography increased by 15% on an as reported basis and 13% on a constant currency basis
during fiscal 2015 as compared to the prior fiscal year. This increase was primarily due to a 24% increase in our suites products
and a 45% increase in our new and adjacent product revenue in this geography during fiscal 2015 as compared to fiscal 2014.
The increase in our revenue in this geography was led by Germany and France.
Net revenue in the APAC geography increased 5% on an as reported basis and 11% on a constant currency basis, during
fiscal 2015 as compared to the prior fiscal year, primarily due to a 4% increase in our flagship products and a 5% increase in
our suites products in this geography. Our revenue in this geography during fiscal 2015 benefited from increases in revenue
from South Korea and India, partially offset by a decrease in revenue from Japan.
2016 Form 10-K 50
Net revenue in emerging economies increased 14% on an as reported basis and 13% on a constant currency basis, during
fiscal 2015 as compared to the prior fiscal year, primarily due to increases in revenue from India and Mexico. Revenue from
emerging economies represented 15% of total net revenue for both fiscal 2015 and 2014.
International net revenue represented 71% and 70% of our total net revenue for fiscal 2015 and 2014, respectively. We
believe that international revenue will continue to comprise a majority of our total net revenue.
Net Revenue by Operating Segment
Net revenue for AEC increased by 19% during fiscal 2015 as compared to the prior fiscal year primarily due to a 31%
increase in revenue from our AEC suites, which was primarily driven by Autodesk Building Design Suite and Autodesk
Infrastructure Design Suite.
Net revenue for PSEB increased by 1% during fiscal 2015 as compared to the prior fiscal year primarily due to a 3%
increase in revenue from our flagship product AutoCAD LT. Revenue from AutoCAD remained flat in fiscal 2015 as compared
to fiscal 2014.
Net revenue for MFG increased by 17% during fiscal 2015 as compared to the prior fiscal year primarily due to the
acquisition of Delcam plc ("Delcam"). Also contributing to the increase in net revenue for MFG was a 9% increase in revenue
from our MFG suites, which was primarily driven by the Autodesk Product Design Suite, as compared to fiscal 2014.
Net revenue for M&E decreased by 4% during fiscal 2015 as compared to the prior fiscal year, primarily due to an 11%
decrease in revenue from Creative Finishing and a 2% decrease in revenue from Animation. The decline in Creative Finishing
was marked by a general decrease in the M&E industry end-market demand, partially offset by a 33% increase in sales of our
Creative Finishing hardware products. The decrease in Animation revenue was primarily due to a 20% decrease in revenue
from our M&E suites, which was driven by our Autodesk Entertainment Creation Suite, partially offset by a 5% increase in our
flagship product 3ds Max.
Cost of Revenue and Operating Expenses
Cost of Revenue
Fiscal Year
Ended
January 31,
2016
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2015
(in millions)
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2014
Cost of revenue:
License and other
Subscription
As a percentage of net revenue
$
$
$
$
214.6
156.1
370.7
15%
6.1
22.5
28.6
3% $
17%
8% $
$
$
208.5
133.6
342.1
14%
29.8
38.0
67.8
17% $
40%
25% $
178.7
95.6
274.3
12%
Cost of license and other revenue includes labor costs associated with product setup and fulfillment and costs of
consulting and training services contracts and collaborative project management services contracts. Cost of license and other
revenue also includes stock-based compensation expense, direct material and overhead charges, amortization of developed
technology, allocated IT and facilities costs, professional services fees and royalties. Direct material and overhead charges
include the cost of hardware sold (mainly PC-based workstations for Creative Finishing in the M&E segment), and costs
associated with electronic and physical fulfillment.
Cost of license and other revenue increased 3% during fiscal 2016 as compared to fiscal 2015, primarily due to an
increase in hardware related costs from our consumer related products, an increase in allocated IT costs, and employee related
costs for product support and fulfillment driven by an increase in headcount, partially offset by a decrease in amortization of
developed technology. Cost of license and other revenue increased 17% during fiscal 2015, as compared to fiscal 2014,
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primarily from the acquisition of Delcam and consulting support costs associated with an increased headcount and increased
professional fees related to the building out of the consulting services offered within customer contracts.
Cost of subscription revenue includes the labor costs of providing product support to our maintenance and cloud
subscription customers, including rent and occupancy, shipping and handling costs, professional services fees related to
operating our network infrastructure, depreciation expense and operating lease payments associated with computer equipment,
data center costs, salaries, related expenses of network operations, and allocated IT and facilities costs.
Cost of subscription revenue increased 17% during fiscal 2016 as compared to fiscal 2015 primarily due to an increase in
cloud and hosting related costs in support of our business model transition, and an increase in employee related costs driven by
increased employee headcount and product support costs. Cost of subscription revenue increased 40% during fiscal 2015 as
compared to fiscal 2014 primarily due to higher employee related costs as a result of increased premium support headcount as
well as an increase in cloud services related expenses.
Cost of revenue, at least over the near term, is affected by the volume and mix of product sales, mix of physical versus
electronic fulfillment, fluctuations in consulting costs, amortization of purchased technology, new customer support offerings,
royalty rates for licensed technology embedded in our products, and employee stock-based compensation expense.
We expect cost of revenue to decrease in absolute dollars and increase as a percentage of net revenue during fiscal 2017,
as compared to fiscal 2016.
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Fiscal Year
Ended
January 31,
2016
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2015
(in millions)
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2014
Marketing and sales
$
1,015.5
$
17.5
2% $
998.0
$
155.4
18% $
842.6
As a percentage of net revenue
41%
40%
37%
Marketing and sales expenses include salaries, bonuses, benefits, and stock-based compensation expense for our
marketing and sales employees, the expense of travel, entertainment and training for such personnel, the costs of programs
aimed at increasing revenue, such as advertising, trade shows and expositions, and various sales and promotional programs.
Marketing and sales expenses also include labor costs associated with sales and order processing, sales and dealer commissions,
rent and occupancy, payment processing fees, the cost of supplies and equipment, and allocated IT and facilities costs.
Marketing and sales expenses increased 2% during fiscal 2016, as compared to fiscal 2015, primarily due to an increase
in stock based compensation expense as a result of higher fair market value of awards granted, an increase in salaries
predominantly driven by increased headcount, and an increase in IT costs allocated to marketing and sales. Partially offsetting
the increase in expense was a decrease in sales commission expense.
Marketing and sales expenses increased 18% during fiscal 2015, as compared to fiscal 2014, primarily due to higher
employee-related costs from salaries, commissions, and bonuses as well as advertising and promotional expenses.
We expect marketing and sales expense to decrease in absolute dollars and increase as a percentage of net revenue in
fiscal 2017 as compared to fiscal 2016.
2016 Form 10-K 52
Research and Development
Fiscal Year
Ended
January 31,
2016
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2015
(in millions)
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2014
Research and development
$
790.0
$
64.8
9% $
725.2
$
114.1
19% $
611.1
As a percentage of net revenue
32%
29%
27%
Research and development expenses, which are expensed as incurred, consist primarily of salaries, bonuses, benefits, and
stock-based compensation expense for research and development employees, and the expense of travel, entertainment and
training for such personnel, rent and occupancy, professional services such as fees paid to software development firms and
independent contractors, and allocated IT and facilities costs.
Research and development expenses increased 9% during fiscal 2016, as compared to fiscal 2015, primarily due to an
increase in employee-related costs from salaries and fringe benefits predominantly driven by increased headcount, an increase
in IT costs allocated to research and development, and an increase in stock based compensation expense due to higher fair
market value of awards granted.
Research and development expenses increased 19% during fiscal 2015, as compared to fiscal 2014, primarily due to an
increase in employee-related costs from salaries and bonuses and an increase in professional fees.
We expect research and development expense to increase in absolute dollars and as a percentage of net revenue during
fiscal 2017, as compared to fiscal 2016.
General and Administrative
For comparability, the balances at January 31, 2015 and January 31, 2014, including the table, were adjusted to align to
current year presentation, and therefore the discussion has been updated accordingly.
Fiscal Year
Ended
January 31,
2016
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2015
(in millions)
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2014
General and administrative
As a percentage of net revenue
$
293.4
$
10.1
4% $
283.3
$
71.5
34% $
211.8
12%
11%
9%
General and administrative expenses include salaries, bonuses, benefits and stock-based compensation expense for our
finance, human resources and legal employees, as well as professional fees for legal and accounting services, certain foreign
business taxes, gains and losses on our operating expense cash flow hedges, expense of travel, entertainment and training,
expense of communication and the cost of supplies and equipment.
General and administrative expenses increased 4% from fiscal 2015 to fiscal 2016 primarily due to an increase in
employee-related costs from salaries predominantly driven by increased headcount. Partially offsetting the increase in expense
was a decrease in certain foreign business taxes.
General and administrative expenses increased 34% from fiscal 2014 to fiscal 2015, primarily due to an increase in
employee-related costs from salaries and bonuses and an increase in professional fees.
We expect general and administrative expense to increase in absolute dollars and as a percentage of net revenue during
fiscal 2017, as compared to fiscal 2016.
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Amortization of Purchased Intangibles
Fiscal Year
Ended
January 31,
2016
Decrease compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2015
(in millions)
Increase compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2014
Amortization of purchased
intangibles
$
33.2
$
(6.6)
(17)% $
39.8
$
3.3
9% $
36.5
As a percentage of net revenue
1%
2%
2%
Amortization of purchased intangibles decreased 17% from fiscal 2015 to fiscal 2016, primarily related to the
accumulated effects associated with amortization expense of intangible assets purchased over time, including $59.1 million in
assets purchased in fiscal 2016 as compared to $164.1 million purchased in fiscal 2015.
Amortization of purchased intangibles increased 9% from fiscal 2014 to fiscal 2015, primarily related to the accumulated
effects associated with amortization expense of intangible assets purchased over time, including $164.1 million in assets
purchased in fiscal 2015 as compared to $40.3 million purchased in fiscal 2014.
We expect amortization of purchased intangibles expense to decrease in absolute dollars and remain flat as a percentage
of net revenue during fiscal 2017, as compared to fiscal 2016.
Restructuring Charges, Net
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Fiscal Year
Ended
January 31,
2016
Decrease compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2015
(in millions)
Decrease compared to
prior fiscal year
$
%
Fiscal Year
Ended
January 31,
2014
Restructuring charges, net
As a percentage of net revenue
$
— $
(3.1)
(100)% $
3.1
$
(9.7)
(76)% $
12.8
—%
—%
1%
During fiscal 2016, Autodesk recorded no restructuring charges. We have substantially completed the actions authorized
under the previous restructuring plans. See Note 15, “Restructuring Reserves” in Notes to Consolidated Financial Statements
for further discussion regarding the previous restructuring plans.
On February 2, 2016, our Board of Directors approved a world-wide restructuring plan that includes a reduction in force
that will result in the termination of approximately 10% of the Company’s workforce, or approximately 925 employees, and the
consolidation of certain leased facilities. See Note 17, "Subsequent Events (Unaudited)," for further discussion regarding the
anticipated amount and timing of the expenditures related to this action.
Interest and Other Expense, Net
The following table sets forth the components of interest and other expense, net:
Fiscal Year Ended January 31,
2016
2015
(in millions)
2014
(33.9) $
(13.2) $
—
3.8
8.5
(3.9)
(23.3)
2.7
(21.6) $
(37.7) $
(9.8)
4.0
(1.8)
2.7
(4.9)
$
$
Interest and investment expense, net
(Loss) gain on foreign currency
Gain (loss) on strategic investments
Other income
Interest and other expense, net
2016 Form 10-K 54
Interest and other expense, net, decreased $16.1 million during fiscal 2016, as compared to fiscal 2015, The decrease is
primarily related to non-recurring settlement gains on certain of our privately-held strategic investments and mark-to-mark
gains recognized on the derivative portion on certain of our other privately-held strategic investments during the current fiscal
year. Comparatively, we incurred non-recurring impairment losses on certain of our privately-held strategic investments in the
same periods in the prior fiscal year. This decrease was offset by an increase in interest expense resulting from the June 2015
issuance of $450.0 million aggregate principal amount of 3.125% senior notes due June 15, 2020 and $300.0 million aggregate
principal amount of 4.375% senior notes due June 15, 2025.
Interest and other expense, net, increased $32.8 million during fiscal 2015, as compared to fiscal 2014, primarily due to an
increase in losses on our privately held strategic investments. The increase in the loss on strategic investments during fiscal
2016 as compared to fiscal 2015 is primarily due to other-than-temporary impairments on two of our privately held strategic
investments and losses on the derivative portion of our strategic investments that are marked-to-market each period.
Provision for Income Taxes
We account for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted rates
expected to be in effect during the year in which the basis differences reverse.
Income tax expense was $310.2 million and $1.2 million for fiscal 2016 and 2015, respectively, relative to a pre-tax loss
of $20.3 million and pre-tax income of $83.0 million, respectively, for the same periods. Tax expense for fiscal 2016 consists
primarily of foreign taxes and changes to valuation allowances, including a $230.8 million valuation allowance against the
Company's U.S. federal and remaining state deferred tax assets recorded in the second quarter of fiscal 2016. We regularly
assess the need for a valuation allowance against our deferred tax assets. In making that assessment, we consider both positive
and negative evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. In
evaluating the need for a valuation allowance, we considered recent cumulative losses in the United States arising from the
Company's business model transition as a significant piece of negative evidence and determined that it was more likely than not
that the federal and state deferred tax assets would not be realized.
Income tax expense was $1.2 million and $51.1 million for fiscal 2015 and 2014, respectively, relative to pre-tax income
of $83.0 million and $279.9 million, respectively, for the same periods. Our effective tax rate was 1% and 18% during fiscal
2015 and 2014, respectively. Our effective tax rate decreased seventeen percentage points from fiscal 2014 to fiscal 2015 due to
an increase in tax benefits from foreign earnings taxed at different rates in fiscal 2015 compared to fiscal 2014, and increased
benefit from research credits, offset in part by lower tax benefits from stock-based compensation.
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The Protecting Americans from Tax Hikes (PATH) Act of 2015 enacted on December 18, 2015 extended and made
permanent the federal R&D tax credit. As a result, our income tax provision for Fiscal 2016 includes a tax benefit of $9.4
million which was offset by the valuation allowance against our U.S. deferred tax assets.
Our future effective annual tax rate may be materially impacted by the amount of benefits and charges from tax amounts
associated with our foreign earnings that are taxed at rates different from the federal statutory rate, changes in valuation
allowances, level of profit before tax, accounting for uncertain tax positions, business combinations, closure of statute of
limitations or settlement of tax audits, and changes in tax laws including possible U.S. tax law changes that, if enacted, could
significantly impact how U.S. multinational companies are taxed on foreign subsidiary earnings. A significant amount of our
earnings is generated by our Europe and Asia Pacific subsidiaries. Our future effective tax rates may be adversely affected to
the extent earnings are lower than anticipated in countries where we have lower statutory tax rates or we repatriate certain
foreign earnings on which U.S. taxes have not previously been provided.
At January 31, 2016, we had non-current foreign net deferred tax assets of $9.2 million which management believes are
more likely than not to be realized in future years.
For additional information regarding our income tax provision and reconciliation of our effective rate to the federal
statutory rate of 35%, see Note 4, “Income Taxes,” in the Notes to Consolidated Financial Statements.
2016 Form 10-K 55
Other Financial Information
In addition to our results determined under U.S. generally accepted accounting principles (“GAAP”) discussed above, we
believe the following non-GAAP measures are useful to investors in evaluating our operating performance. For the fiscal years
ended January 31, 2016, 2015, and 2014, our gross profit, gross margin, income from operations, operating margin, net (loss)
income, and diluted net (loss) income per share on a GAAP and non-GAAP basis were as follows (in millions except for year-
over-year change in total net revenue and billings, year-over-year change in net subscription revenue and billings, gross margin,
operating margin, and per share data):
Year-over-year change in total net revenue
Year-over-year change in total net billings (1)
Year-over-year change in net subscription revenue
Year-over-year change in net subscription billings (1)
Gross profit
Non-GAAP gross profit
Gross margin
Non-GAAP gross margin
Income from operations
Non-GAAP income from operations
Operating margin
Non-GAAP operating margin
Net (loss) income
Non-GAAP net income
Diluted net (loss) income per share (2)
Non-GAAP diluted income per share (2)
GAAP diluted shares used in per share calculation
Non-GAAP diluted weighted average shares used in per share calculation
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2016
2015
(Unaudited)
2014
— %
5 %
9 %
16 %
2,133.4
2,194.2
85 %
88 %
1.3
280.7
— %
11 %
(330.5)
194.1
(1.46)
0.84
226.0
230.7
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
10%
18%
15%
22%
2,170.1
2,232.2
86%
89%
120.7
382.4
5%
15%
81.8
272.3
0.35
1.17
227.1
232.4
$
$
$
$
$
$
$
$
(2)%
(4)%
7 %
(1)%
1,999.6
2,049.8
88 %
90 %
284.8
510.5
13 %
22 %
228.8
385.6
1.00
1.68
224.0
229.6
_______________
(1) Prior period was adjusted to conform with current period's presentation to include the effects from hedging on billings.
(2) Net (loss) income per share were computed independently for each of the periods presented; therefore the sum of the net (loss) income
per share amount for the quarters may not equal the total for the year.
For our internal budgeting and resource allocation process and as a means to evaluate period-to-period comparisons, we use
non-GAAP measures to supplement our consolidated financial statements presented on a GAAP basis. These non-GAAP measures
do not include certain items that may have a material impact upon our reported financial results. We also use non-GAAP measures
in making operating decisions because we believe those measures provide meaningful supplemental information regarding our
earning potential and performance for management by excluding certain expenses and charges that may not be indicative of our
core business operating results. For the reasons set forth below, we believe these non-GAAP financial measures are useful to
investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and
operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze
the health of our business. This allows investors and others to better understand and evaluate our operating results and future
prospects in the same manner as management, compare financial results across accounting periods and to those of peer companies
and to better understand the long-term performance of our core business. We also use some of these measures for purposes of
determining company-wide incentive compensation.
There are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in
accordance with GAAP and may be different from non-GAAP financial measures used by other companies. The non-GAAP
financial measures included above are limited in value because they exclude certain items that may have a material impact upon
our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by
management about which charges are excluded from the non-GAAP financial measures. We compensate for these limitations by
2016 Form 10-K 56
analyzing current and future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in our
public disclosures. The presentation of non-GAAP financial information is meant to be considered in addition to, not as a substitute
for or in isolation from, the directly comparable financial measures prepared in accordance with GAAP. We urge investors to
review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and
not to rely on any single financial measure to evaluate our business.
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Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
(In millions except for year-over-year changes, gross margin, operating margin, and per share data):
Year-over-year change in total net revenue
Change in deferred revenue
Change in hedge gain applicable to billings (1)
Change in acquisition related deferred revenue and other
Year-over-year change in total net billings
Year-over-year change in net subscription revenue
Change in deferred subscription revenue
Change in hedge gain applicable to subscription billings (1)
Change in acquisition related deferred subscription revenue and other
Year-over-year change in net subscription billings (1)
Gross profit
Stock-based compensation expense
Amortization of developed technologies
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Non-GAAP gross profit
Gross margin
Stock-based compensation expense
Amortization of developed technologies
Non-GAAP gross margin
Income from operations
Stock-based compensation expense
Amortization of developed technologies
Amortization of purchased intangibles
Restructuring charges, net
Non-GAAP income from operations
Operating margin
Stock-based compensation expense
Amortization of developed technologies
Amortization of purchased intangibles
Restructuring charges, net
Non-GAAP operating margin
Net (loss) income
Stock-based compensation expense
Amortization of developed technologies
Amortization of purchased intangibles
Restructuring charges, net
Loss on strategic investments
Establishment of valuation allowance on deferred tax assets
Discrete tax provision items
Income tax effect of non-GAAP adjustments
Non-GAAP net income
2016 Form 10-K 58
2016
Fiscal Year Ended
January 31,
2015
(Unaudited)
2014
— %
4 %
1 %
— %
5 %
9 %
5 %
1 %
1 %
16 %
10 %
8 %
— %
— %
18 %
15 %
10 %
— %
(3)%
22 %
(2)%
(2)%
— %
— %
(4)%
7 %
(7)%
— %
(1)%
(1)%
$
$
$
2,133.4
$
2,170.1
$
1,999.6
11.8
49.0
8.9
53.2
6.0
44.2
2,194.2
$
2,232.2
$
2,049.8
85 %
1 %
2 %
88 %
1.3
$
197.2
49.0
33.2
—
86 %
1 %
2 %
89 %
$
120.7
165.6
53.2
39.8
3.1
88 %
— %
2 %
90 %
284.8
132.2
44.2
36.5
12.8
$
280.7
$
382.4
$
510.5
— %
8 %
2 %
1 %
— %
11 %
5 %
7 %
2 %
1 %
— %
15 %
$
(330.5)
$
81.8
$
197.2
49.0
33.2
—
(3.7)
230.9
0.8
17.2
165.6
53.2
39.8
3.1
23.3
—
(18.7)
(75.8)
$
194.1
$
272.3
$
13 %
6 %
2 %
1 %
— %
22 %
228.8
132.2
44.2
36.5
12.8
1.8
—
(10.2)
(60.5)
385.6
2016
Fiscal Year Ended
January 31,
2015
(Unaudited)
2014
Diluted net (loss) income per share (2)
$
(1.46)
$
Stock-based compensation expense
Amortization of developed technologies
Amortization of purchased intangibles
Restructuring charges, net
Loss on strategic investments
Establishment of valuation allowance on deferred tax assets
Discrete tax provision items
Income tax effect of non-GAAP adjustments
Non-GAAP diluted net income per share (2)
0.86
0.21
0.15
—
(0.01)
1.01
—
0.08
0.84
$
$
0.35
0.71
0.23
0.17
0.01
0.10
—
(0.08)
(0.32)
$
1.17
$
1.00
0.57
0.19
0.16
0.06
—
—
(0.04)
(0.26)
1.68
_______________
(1) Prior period was adjusted to conform with current period's presentation to include the effects from hedging on billings.
(2) Net (loss) income per share were computed independently for each of the periods presented; therefore the sum of the net (loss) income
per share amount for the quarters may not equal the total for the year.
Our non-GAAP financial measures may exclude the following:
Stock-based compensation expenses. We exclude stock-based compensation expenses from non-GAAP measures primarily
because they are non-cash expenses and management finds it useful to exclude certain non-cash charges to assess the appropriate
level of various operating expenses to assist in budgeting, planning, and forecasting future periods. Moreover, because of varying
available valuation methodologies, subjective assumptions and the variety of award types that companies can use under FASB
ASC Topic 718, we believe excluding stock-based compensation expenses allows investors to make meaningful comparisons
between our recurring core business operating results and those of other companies.
Amortization of acquisition-related developed technologies and purchased intangibles. We incur amortization of acquisition-
related developed technology and purchased intangibles in connection with acquisitions of certain businesses and technologies.
Amortization of developed technologies and purchased intangibles is inconsistent in amount and frequency and is significantly
affected by the timing and size of our acquisitions. Management finds it useful to exclude these variable charges from our cost of
revenues to assist in budgeting, planning, and forecasting future periods. Investors should note that the use of intangible assets
contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well.
Amortization of developed technologies and purchased intangible assets will recur in future periods.
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Goodwill impairment. This is a non-cash charge to write-down goodwill to fair value when there was an indication that the
asset was impaired. As explained above, management finds it useful to exclude certain non-cash charges to assess the appropriate
level of various operating expenses to assist in budgeting, planning, and forecasting future periods.
Restructuring charges (benefits), net. These expenses are associated with realigning our business strategies based on current
economic conditions. In connection with these restructuring actions, we recognize costs related to termination benefits for former
employees whose positions were eliminated, and the closure of facilities and cancellation of certain contracts. We exclude these
charges because these expenses are not reflective of ongoing business and operating results. We believe it is useful for investors
to understand the effects of these items on our total operating expenses.
Loss (gain) on strategic investments. We exclude gains and losses related to our strategic investments from our non-GAAP
measures primarily because management finds it useful to exclude these variable gains and losses on these investments in assessing
our financial results. Included in these amounts are non-cash unrealized gains and losses on the derivative components and realized
gains and losses on the sale or losses on the impairment of these investments. We believe excluding these items is useful to investors
because these excluded items do not correlate to the underlying performance of our business and these losses or gains were incurred
in connection with strategic investments which do not occur regularly.
2016 Form 10-K 59
Establishment of a valuation allowance on certain net deferred tax assets. This is a non-cash charge to record a valuation
allowance on certain deferred tax assets. As explained above, management finds it useful to exclude certain non-cash charges to
assess the appropriate level of various cash expenses to assist in budgeting, planning, and forecasting future periods.
Discrete tax items. We exclude the GAAP tax provision, including discrete items, from the non-GAAP measure of income,
and include a non-GAAP tax provision based upon the projected annual non-GAAP effective tax rate. Discrete tax items include
income tax expenses or benefits that do not relate to ordinary income from continuing operations in the current fiscal year, unusual
or infrequently occurring items, or the tax impact of certain stock-based compensation. Examples of discrete tax items include,
but are not limited to, certain changes in judgment and changes in estimates of tax matters related to prior fiscal years, certain
costs related to business combinations, certain changes in the realizability of deferred tax assets or changes in tax law. Management
believes this approach assists investors in understanding the tax provision and the effective tax rate related to ongoing operations.
We believe the exclusion of these discrete tax items provides investors with useful supplemental information about the Company's
operational performance.
Income tax effects on the difference between GAAP and non-GAAP costs and expenses. The income tax effects that are
excluded from the non-GAAP measures relate to the tax impact on the difference between GAAP and non-GAAP expenses,
primarily due to stock-based compensation, amortization of purchased intangibles and restructuring charges (benefits) for GAAP
and non-GAAP measures.
Liquidity and Capital Resources
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Our primary source of cash is from the sale of licenses to our products. Our primary use of cash is payment of our
operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as general
operating expenses for marketing, facilities, and overhead costs. In addition to operating expenses, we also use cash to fund our
stock repurchase program and invest in our growth initiatives, which include acquisitions of products, technology, and
businesses. See further discussion of these items below.
At January 31, 2016, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $2.8
billion and net accounts receivable of $653.6 million. Net of long-term debt, we have cash, cash equivalents, and marketable
securities totaling $1.3 billion at January 31, 2016.
In June 2015, we issued $450.0 million aggregate principal amount of 3.125% senior notes due June 15, 2020 and $300.0
million aggregate principal amount of 4.375% senior notes due June 15, 2025. In December 2012, we issued $400.0 million
aggregate principal amount of 1.95% notes due December 15, 2017 and $350.0 million aggregate principal amount of 3.6%
notes due December 15, 2022 (all four series of notes collectively, the “Notes”). As of March 23, 2016, we have $1.5 billion
aggregate principal amount of Notes outstanding. In addition, we have a line of credit facility that permits unsecured short-term
borrowings of up to $400.0 million. As of March 23, 2016, we have no amounts outstanding under the credit facility. In May
2015, Autodesk amended and restated the credit agreement to extend the facility's maturity date from May 2018 to May 2020
and to amend the financial covenants. Borrowings under the credit facility and the net proceeds from the offering of the Notes
are available for general corporate purposes.
Our cash and cash equivalents are held by diversified financial institutions globally. Our primary commercial banking
relationship is with Citigroup and its global affiliates. In addition, Citibank N.A., an affiliate of Citigroup, is one of the lead
lenders and agent in the syndicate of our $400.0 million line of credit.
The increase in our cash, cash equivalents, and marketable securities to $2.8 billion at January 31, 2016 from $2.3 billion
at January 31, 2015 was primarily the result of the proceeds from the issuance of our June 2015 notes and the result of cash
generated from operations. These increases to cash, cash equivalents and marketable securities were partially offset by cash
used for repurchases of our common stock (net of stock issuance proceeds), acquisitions including business combinations and
technology purchases, capital expenditures, and other investing activities. The cash proceeds from issuance of common stock
vary based on our stock price, stock option exercise activity and the volume of employee purchases under the Employee Stock
Purchase Plan.
The primary source of net cash provided by operating activities of $414.0 million in fiscal 2016 was $578.9 million of
non-cash expenses, including our deferred tax asset valuation allowance, stock-based compensation expense, and depreciation,
amortization and accretion expense, offsetting our net loss of $330.5 million. In addition, net cash flow provided by changes in
operating assets and liabilities was $190.6 million. The primary working capital sources of cash was an increase in deferred
revenue for fiscal 2016 compared to fiscal 2015. Our days sales outstanding in trade receivables was 92 at January 31, 2016
2016 Form 10-K 60
compared to 63 at January 31, 2015. The increase in days sales outstanding primarily relates to a shift in billings linearity. The
primary working capital use of cash was an increase in accounts receivable for fiscal 2016 compared to fiscal 2015.
At January 31, 2016, our short-term investment portfolio had an estimated fair value of $897.9 million and a cost basis of
$899.0 million. The portfolio fair value consisted of $376.9 million invested in corporate debt securities, $190.3 million
invested in certificates of deposit, $141.1 million invested in commercial paper, $74.6 million invested in U.S. treasury bills,
$39.9 million invested in U.S. government agency securities, $20.1 million invested in sovereign debt, $9.7 million invested in
municipal securities, and $7.3 million invested in asset backed securities, and $38.0 million of trading securities invested in a
defined set of mutual funds as directed by the participants in our Deferred Compensation Plan (see Note 6, “Deferred
Compensation,” in the Notes to Consolidated Financial Statements for further discussion).
Long-term cash requirements for items other than normal operating expenses are anticipated for the following: common
stock repurchases; the acquisition of businesses, software products, or technologies complementary to our business; and capital
expenditures, including the purchase and implementation of internal-use software applications.
Our strategy includes improving our product functionality and expanding our product offerings through internal
development as well as through the acquisition of products, technology, and businesses. Acquisitions often increase the speed at
which we can deliver product functionality to our customers; however, they entail cost and integration challenges and, in certain
instances, negatively impact our operating margins. We continually review these trade-offs in making decisions regarding
acquisitions. We currently anticipate that we will continue to acquire products, technology, and businesses as compelling
opportunities become available. Our decision to acquire businesses or technology is dependent on our business needs, the
availability of suitable sellers and technology, and our own financial condition.
Our cash, cash equivalents, and marketable securities balances are concentrated in a few locations around the world, with
substantial amounts held outside of the U.S. As of January 31, 2016, approximately 74% of our total cash, cash equivalents, and
marketable securities are located offshore and will fluctuate subject to business needs. Certain amounts held outside the U.S.
could be repatriated to the U.S. (subject to local law restrictions), but under current U.S. tax law, could be subject to U.S.
income taxes less applicable foreign tax credits. We have provided for the U.S. income tax liability on foreign earnings, except
for foreign earnings that are considered permanently reinvested outside the U.S. Our intent is that amounts related to foreign
earnings permanently reinvested outside the U.S. will remain outside the U.S. and we will meet our U.S. liquidity needs
through ongoing cash flows, external borrowings, or both. We regularly review our capital structure and consider a variety of
potential financing alternatives and planning strategies to ensure we have the proper liquidity available in the locations in which
it is needed and to fund our existing stock buyback program with cash that has not been permanently reinvested outside the U.S.
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Cash from operations could also be affected by various risks and uncertainties, including, but not limited to the risks
detailed in Part I, Item 1A titled “Risk Factors.” However, based on our current business plan and revenue prospects, we believe
that our existing balances, our anticipated cash flows from operations and our available credit facility will be sufficient to meet
our working capital and operating resource expenditure requirements for at least the next 12 months.
Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency
exchange rates, for which we have put in place foreign currency contracts as part of our risk management strategy. See Part II,
Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” for further discussion.
2016 Form 10-K 61
Contractual Obligations
The following table summarizes our significant financial contractual obligations at January 31, 2016 and the effect such
obligations are expected to have on our liquidity and cash flows in future periods.
Notes
Operating lease obligations
Purchase obligations
Deferred compensation obligations
Pension obligations
Asset retirement obligations
Total (1)
Total
Fiscal 2017
Fiscal Years
2018-2019
(in millions)
Fiscal Years
2020-2021
Thereafter
$
1,785.9
$
47.6
$
486.4
$
520.8
$
731.1
252.7
100.2
38.0
37.6
11.1
60.5
75.1
1.9
3.9
1.6
96.8
21.0
4.5
7.6
7.5
44.2
4.1
5.5
7.0
1.7
51.2
—
26.1
19.1
0.3
$
2,225.5
$
190.6
$
623.8
$
583.3
$
827.8
____________________
(1) This table generally excludes amounts already recorded on the balance sheet as current liabilities, certain purchase obligations as
discussed below, long term deferred revenue, and amounts related to income tax liabilities for uncertain tax positions, since we cannot
predict with reasonable reliability the timing of cash settlements to the respective taxing authorities (see Note 4, “Income Taxes” to the
Notes to Consolidated Financial Statements).
Notes consist of the Senior Notes issued in December 2012 and June 2015. The 2012 Senior Notes consist of $400.0
million aggregate principal amount of 1.95% senior notes due December 15, 2017 notes and $350.0 million aggregate principal
amount of 3.6% senior notes due December 15, 2022. The 2015 Senior Notes consist of $450.0 million aggregate principal
amount of 3.125% senior notes due June 15, 2020 and $300.0 million aggregate principal amount of 4.375% senior notes due
June 15, 2025.
Operating lease obligations consist primarily of obligations for facilities, net of sublease income, computer equipment
and other equipment leases.
Purchase obligations are contractual obligations for purchase of goods or services and are defined as agreements that are
enforceable and legally binding on Autodesk and that specify all significant terms, including: fixed or minimum quantities to be
purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Purchase obligations
relate primarily to enterprise subscription agreements, IT infrastructure costs, and marketing costs.
Deferred compensation obligations relate to amounts held in a rabbi trust under our non-qualified deferred compensation
plan. See Note 6, “Deferred Compensation,” in our Notes to Consolidated Financial Statements for further information
regarding this plan.
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Pension obligations relate to our obligations for pension plans outside of the U.S. See Note 14, “Retirement Benefit
Plans,” in our Notes to Consolidated Financial Statements for further information regarding these obligations.
Purchase orders or contracts for the purchase of supplies and other goods and services are not included in the table above.
We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase
orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current
procurement or development needs and are fulfilled by our vendors within short time horizons. We do not have significant
agreements for the purchase of supplies or other goods specifying minimum quantities or set prices that exceed our expected
requirements for three months. In addition, we have certain software royalty commitments associated with the shipment and
licensing of certain products.
The expected timing of payment of the obligations discussed above is estimated based on current information. Timing of
payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-
upon amounts for some obligations.
We provide indemnifications of varying scopes and certain guarantees, including limited product warranties. Historically,
costs related to these warranties and indemnifications have not been significant, but because potential future costs are highly
variable, we are unable to estimate the maximum potential impact of these guarantees on our future results of operations.
2016 Form 10-K 62
Issuer Purchases of Equity Securities
Autodesk's stock repurchase program is largely to help offset the dilution from the issuance of stock under our employee
stock plans and for such other purposes as may be in the interests of Autodesk and its stockholders, and has the effect of
returning excess cash generated from our business to stockholders. The number of shares acquired and the timing of the
purchases are based on several factors, including general market and economic conditions, the number of employee stock
option exercises and restricted stock unit issuances, the trading price of Autodesk common stock, cash on hand and available in
the United States, cash requirements for acquisitions, and Company defined trading windows.During the three and twelve
months ended January 31, 2016, we repurchased 1.6 million and 8.5 million shares of our common stock, respectively. At
January 31, 2016, 6.3 million shares remained available for repurchase under our current repurchase program approved by the
Board of Directors. This program does not have a fixed expiration date. See Note 9, “Stockholders' Equity,” in the Notes to
Consolidated Financial Statements for further discussion.
Off-Balance Sheet Arrangements
As of January 31, 2016, we did not have any significant off-balance sheet arrangements other than operating leases, as
defined in Item 303(a)(4)(ii) of Regulation S-K.
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2016 Form 10-K 63
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign currency exchange risk
Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign
currency exchange rates. Our risk management strategy utilizes foreign currency contracts to manage our exposure to foreign
currency volatility that exists as part of our ongoing business operations. We utilize cash flow hedge contracts to reduce the
exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. In addition, we
use balance sheet hedge contracts to reduce the exchange rate risk associated primarily with foreign currency denominated
receivables and payables. As of January 31, 2016 and 2015, we had open cash flow and balance sheet hedge contracts with
future settlements within one to twelve months. Contracts were primarily denominated in euros, Japanese yen, Swiss francs,
British pounds, Canadian dollars, and Australian dollars. We do not enter into any foreign exchange derivative instruments for
trading or speculative purposes. The notional amount of our option and forward contracts was $374.0 million and $381.2
million at January 31, 2016 and 2015, respectively.
We use foreign currency contracts to reduce the exchange rate impact on the net revenue and operating expenses of
certain anticipated transactions. A sensitivity analysis performed on our hedging portfolio as of January 31, 2016 indicated that
a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, 2016 and 2015 would increase the fair value of
our foreign currency contracts by $33.3 million and $35.1 million, respectively. A hypothetical 10% depreciation of the dollar
from its value at January 31, 2016 and 2015 would decrease the fair value of our foreign currency contracts by $25.6 million
and $16.5 million, respectively.
Interest rate risk
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Interest rate movements affect both the interest income we earn on our short term investments and the market value of
certain longer term securities. At January 31, 2016, we had $2,305.4 million of cash equivalents and marketable securities,
including $897.9 million classified as short-term marketable securities and $532.3 million classified as long-term marketable
securities. If interest rates were to move up by 50 or 100 basis points over a twelve month period, the potential decline in fair
value on our marketable securities would be $5.5 million or $9.8 million, respectively.
Other Market Risk
From time to time we make direct investments in privately held companies. The privately held companies in which we
invest are considered inherently risky. The technologies and products these companies have under development are typically in
the early stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in
these companies. The evaluation of privately held companies is based on information that we request from these companies,
which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these
evaluations is subject to the timing and accuracy of the data received from these companies. See Note 2, "Financial
Instruments" for further discussion regarding our privately held investments.
2016 Form 10-K 64
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AUTODESK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
Net revenue:
License and other
Subscription
Total net revenue
Cost of revenue:
Cost of license and other revenue
Cost of subscription revenue
Total cost of revenue
Gross profit
Operating expenses:
Marketing and sales
Research and development
General and administrative
Amortization of purchased intangibles
Restructuring charges, net
Total operating expenses
Income from operations
Interest and other expense, net
(Loss) income before income taxes
Provision for income taxes
Net (loss) income
Basic net (loss) income per share
Diluted net (loss) income per share
Weighted average shares used in computing basic net (loss) income per share
Weighted average shares used in computing diluted net (loss) income per share
Fiscal year ended January 31,
2016
2015
2014
$
1,226.9
$
1,341.4
$
1,277.2
2,504.1
214.6
156.1
370.7
1,170.8
2,512.2
208.5
133.6
342.1
1,254.9
1,019.0
2,273.9
178.7
95.6
274.3
2,133.4
2,170.1
1,999.6
1,015.5
790.0
293.4
33.2
—
2,132.1
1.3
(21.6)
(20.3)
(310.2)
(330.5) $
(1.46) $
(1.46) $
226.0
226.0
998.0
725.2
283.3
39.8
3.1
2,049.4
120.7
(37.7)
83.0
(1.2)
81.8
0.36
0.35
227.1
232.4
$
$
$
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842.6
611.1
211.8
36.5
12.8
1,714.8
284.8
(4.9)
279.9
(51.1)
228.8
1.02
1.00
224.0
229.6
$
$
$
See accompanying Notes to Consolidated Financial Statements.
2016 Form 10-K 65
AUTODESK, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In millions)
Net (loss) income
Other comprehensive (loss) income, net of reclassifications:
Net (loss) gain on derivative instruments (net of tax effect of $0.6, ($0.7), and $1.1)
Change in net unrealized loss on available-for-sale securities (net of tax effect of $0.0, ($0.2), and
$0.3)
Change in defined benefit pension items (net of tax effect of $0.9, $1.8, and $0.6)
Net change in cumulative foreign currency translation (loss) gain (net of tax effect of $0.5, $4.9, and
$2.1)
Total other comprehensive (loss) income
Total comprehensive (loss) income
Fiscal year ended January 31,
2016
2015
2014
$ (330.5) $
81.8
$
228.8
(27.1)
39.3
(1.4)
(4.6)
(34.7)
(67.8)
(0.2)
(16.0)
(75.8)
(52.7)
0.7
(1.1)
5.4
0.1
5.1
$ (398.3) $
29.1
$
233.9
See accompanying Notes to Consolidated Financial Statements.
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2016 Form 10-K 66
AUTODESK, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
ASSETS
Current assets:
Cash and cash equivalents
Marketable securities
Accounts receivable, net
Deferred income taxes, net
Prepaid expenses and other current assets
Total current assets
Marketable securities
Computer equipment, software, furniture, and leasehold improvements, net
Developed technologies, net
Goodwill
Deferred income taxes, net
Other assets
Total assets
Current liabilities:
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable
Accrued compensation
Accrued income taxes
Deferred revenue
Other accrued liabilities
Total current liabilities
Deferred revenue
Long term income taxes payable
Long term deferred income taxes
Long term notes payable, net
Other liabilities
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; shares authorized 2.0; none issued or outstanding at January 31,
2016 and 2015
Common stock and additional paid-in capital, $0.01 par value; shares authorized 750.0; 224.4
outstanding at January 31, 2016 and 227.0 outstanding at January 31, 2015
Accumulated other comprehensive loss
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders' equity
January 31,
2016
January 31,
2015
$
1,353.0
$
1,410.6
897.9
653.6
—
88.6
615.8
458.9
85.1
100.9
2,993.1
2,671.3
$
$
532.3
169.3
70.8
1,535.0
9.2
205.6
273.0
159.2
86.5
1,456.2
100.0
163.5
5,515.3
$
4,909.7
119.9
$
243.3
29.4
1,068.9
129.5
1,591.0
450.3
161.4
67.7
1,487.7
137.6
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100.5
253.3
28.2
900.8
117.3
1,400.1
256.3
158.8
—
743.1
132.2
—
—
1,821.5
(121.1)
(80.8)
1,619.6
$
5,515.3
$
1,773.1
(53.3)
499.4
2,219.2
4,909.7
See accompanying Notes to Consolidated Financial Statements.
2016 Form 10-K 67
AUTODESK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Operating Activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating
activities:
Depreciation, amortization, and accretion
Stock-based compensation expense
Deferred income taxes
Excess tax benefits from stock-based compensation
Restructuring charges, net
Other operating activities
Changes in operating assets and liabilities, net of business combinations:
Accounts receivable
Prepaid expenses and other current assets
Accounts payable and accrued liabilities
Deferred revenue
Accrued income taxes
Net cash provided by operating activities
Investing Activities
Purchases of marketable securities
Sales of marketable securities
Maturities of marketable securities
Acquisitions, net of cash acquired
Capital expenditures
Other investing activities
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Net cash used in investing activities
Financing Activities
Proceeds from issuance of common stock
Taxes paid related to net share settlement of equity awards
Repurchase and retirement of common shares
Proceeds from debt, net of discount
Excess tax benefits from stock-based compensation
Other financing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of fiscal year
Cash and cash equivalents at end of fiscal year
Supplemental cash flow information:
Cash paid during the year for interest
Net cash paid during the year for income taxes
Fiscal year ended January 31,
2016
2015
2014
$
(330.5) $
81.8
$
228.8
145.8
197.2
235.9
—
—
(25.0)
(195.5)
(2.8)
24.9
360.5
3.5
414.0
(2,250.1)
329.4
1,376.6
(148.5)
(72.4)
(44.5)
(809.5)
110.8
(51.6)
(458.0)
748.3
—
(6.3)
343.2
(5.3)
(57.6)
1,410.6
1,353.0
34.7
59.1
145.9
165.6
(18.8)
(0.5)
3.1
16.2
(17.3)
6.8
130.8
245.2
(50.7)
708.1
128.9
132.2
(49.4)
(9.1)
12.8
(16.1)
72.3
(20.3)
(19.6)
66.0
37.0
563.5
(1,355.1)
(1,214.2)
190.0
969.0
(630.0)
(75.5)
(4.0)
(905.6)
175.4
(40.0)
(372.4)
—
0.5
(3.4)
(239.9)
(5.0)
(442.4)
1,853.0
1,410.6
20.4
63.4
$
$
$
$
$
$
537.0
742.1
(176.1)
(64.2)
(18.6)
(194.0)
312.8
(24.6)
(423.8)
—
9.1
—
(126.5)
(2.2)
240.8
1,612.2
1,853.0
20.5
75.7
$
$
$
See accompanying Notes to Consolidated Financial Statements.
2016 Form 10-K 68
AUTODESK, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
Accumulated
other
comprehensive
(loss) income
Total
stockholders'
equity
Balances, January 31, 2013
Common shares issued under stock plans
Stock-based compensation expense
Tax benefits from employee stock plans
Net income
Other comprehensive income
Repurchase and retirement of common shares
Balances, January 31, 2014
Common shares issued under stock plans
Stock-based compensation expense
Net income
Other comprehensive (loss)
Repurchase and retirement of common shares
Balances, January 31, 2015
Common shares issued under stock plans
Stock-based compensation expense
Tax benefits from employee stock plans
Net (loss) income
Other comprehensive (loss)
Repurchase and retirement of common shares
Balances, January 31, 2016
Common stock and
additional paid-in
capital
Shares
223.6
13.6
—
—
—
—
(10.5)
226.7
7.2
—
—
—
(6.9)
227.0
5.9
—
—
—
—
(8.5)
224.4
Amount
$ 1,449.8
288.2
132.2
(12.2)
—
—
(220.7)
1,637.3
135.4
165.6
—
—
(165.2)
1,773.1
59.2
197.2
0.3
—
—
(208.3)
$ 1,821.5
$
$
$
(0.6)
—
—
—
(52.7)
Retained
earnings
(5.7) $ 599.1
—
—
—
228.8
—
—
—
—
5.1
— (203.1)
624.8
—
—
81.8
—
— (207.2)
499.4
(53.3)
—
—
—
—
—
—
— (330.5)
—
— (249.7)
(121.1) $ (80.8) $
(67.8)
See accompanying Notes to Consolidated Financial Statements.
2,043.2
288.2
132.2
(12.2)
228.8
5.1
(423.8)
2,261.5
135.4
165.6
81.8
(52.7)
(372.4)
2,219.2
59.2
197.2
0.3
(330.5)
(67.8)
(458.0)
1,619.6
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2016 Form 10-K 69
AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2016
(Tables in millions of dollars, except per share data, unless otherwise indicated)
1. Business and Summary of Significant Accounting Policies
Business
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Autodesk, Inc. (“Autodesk” or the “Company”) is a world leading design software and services company, offering
customers productive business solutions through powerful technology products and services. The Company serves customers in
the architecture, engineering, and construction; manufacturing; and digital media, consumer, and entertainment industries. The
Company’s sophisticated software products enable its customers to experience their ideas before they are real by allowing them
to imagine, design, and create their ideas and to visualize, simulate, and analyze real-world performance early in the design
process by creating digital prototypes. These capabilities allow Autodesk’s customers to foster innovation, optimize and
improve their designs, help save time and money, improve quality, and collaborate with others. Autodesk software products are
sold globally, both directly to customers and through a network of resellers and distributors.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Autodesk and its wholly-owned subsidiaries.
All significant intercompany accounts and transactions have been eliminated.
Current Period Adjustments
Subsequent to furnishing preliminary financial statements on Form 8-K on February 25, 2016 for the three and twelve
months ended January 31, 2016, Autodesk identified a $4.5 million tax adjustment associated with deemed foreign withholding
taxes related to non-permanently reinvested earnings in foreign jurisdictions which have not yet repatriated resulting in changes
to the Consolidated Financial Statements as reflected in this Annual Report on Form 10-K. This non-cash adjustment resulted in
an increase to GAAP diluted loss per share from $(1.44) to $(1.46) for the full fiscal year.
Prior Period Adjustments
Autodesk previously established a valuation allowance against the Company’s deferred tax assets during the three months
ended July 31, 2015. In the course of preparing the Condensed Consolidated Financial Statements for the three and nine months
ended October 31, 2015, Autodesk determined that it had understated income tax expense by $33.1 million for the three and six
months ended July 31, 2015, primarily related to an error in the establishment of the valuation allowance, which had been
understated at July 31, 2015. Autodesk performed the analysis required by Staff Accounting Bulletin 99, Materiality, to
evaluate the materiality of the error, quantitatively and qualitatively, and concluded it was not material to the Company’s
Condensed Consolidated Financial Statements as of July 31, 2015 and for the three and six month periods ended July 31, 2015.
However, in light of the significance of a correction of the error to the results for the three months ended October 31, 2015,
Autodesk chose to correct the error by revising the previously reported results for the three and six months ended July 31, 2015,
to include the additional $33.1 million of non-cash income tax expense associated with the establishment of the valuation
allowance. See Note 16, "Selected Quarterly Financial Information (Unaudited)," in the Notes to the Condensed Consolidated
Financial Statements for further discussion.
During the quarter ended April 30, 2015, Autodesk determined that it had not correctly accounted for certain liabilities
primarily related to employee benefits and unclaimed property. As a result, we recorded $5.7 million of additional operating
expenses related to prior periods. As these adjustments were related to the correction of errors, Autodesk performed the analysis
required by Staff Accounting Bulletin 99, Materiality, and Staff Accounting Bulletin 108, Considering the Effects of Prior Year
Misstatements When Quantifying Misstatements in Current Year Financial Statements. Based on this analysis, Autodesk
concluded that the effect of the errors was not material to the financial position, results of operations or cash flows of any prior
fiscal year from both a quantitative and qualitative perspective and is not material to the full fiscal year 2016.
2016 Form 10-K 70
Reclassifications
During the second quarter of fiscal 2015, Autodesk elected to present amortization of purchased customer relationships,
trade names, patents, and user lists as a separate line item within operating expenses. As a result, amortization previously
reflected in “General and Administrative” expense was reclassified to “Amortization of Purchased Intangibles" within
Operating Expenses. These expenses have been reclassified in the Consolidated Statements of Operations for fiscal years 2015
and 2014 to conform to the current period presentation as follows:
Reclassifications within operating expenses:
(Decrease) to general and administrative
Increase to amortization of purchased intangibles
Use of Estimates
Fiscal year ended
January 31,
2015
2014
$
(10.9) $
(36.5)
10.9
36.5
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in Autodesk’s consolidated financial
statements and notes thereto. These estimates are based on information available as of the date of the consolidated financial
statements. On a regular basis, management evaluates these estimates and assumptions. Actual results may differ materially
from these estimates.
Examples of significant estimates and assumptions made by management involve the determination of the fair value of
acquired assets and liabilities, goodwill, financial instruments, long-lived assets and other intangible assets, the realizability of
deferred tax assets, and the fair value of stock awards. The Company also makes assumptions, judgments, and estimates in
determining the accruals for uncertain tax positions, variable compensation, partner incentive programs, product returns
reserves, allowances for doubtful accounts, asset retirement obligations, and legal contingencies.
Foreign Currency Translation and Transactions
The assets and liabilities of Autodesk’s foreign subsidiaries are translated from their respective functional currencies into
U.S. dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at exchange rates
that approximate those rates in effect during the period in which the underlying transactions occur. Foreign currency translation
adjustments are recorded as other comprehensive (loss) income.
Gains and losses realized from foreign currency transactions, those transactions denominated in currencies other than the
foreign subsidiary’s functional currency, are included in interest and other income, net. Monetary assets and liabilities are
remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets are remeasured based on
historical exchange rates.
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Derivative Financial Instruments
Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to
fluctuations in foreign currency exchange rates which exist as part of ongoing business operations. Autodesk’s general practice
is to hedge a majority of transaction exposures denominated in euros, Japanese yen, Swiss francs, British pounds, Canadian
dollars, and Australian dollars. These instruments have maturities between one to 12 months in the future. Autodesk does not
enter into any derivative instruments for trading or speculative purposes.
The bank counterparties in all contracts expose Autodesk to credit-related losses in the event of their nonperformance.
However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company’s minimum requirements
under its counterparty risk assessment process. Autodesk monitors ratings, credit spreads, and potential downgrades on at least
a quarterly basis. Based on Autodesk’s on-going assessment of counterparty risk, the Company will adjust its exposure to
various counterparties. Autodesk generally enters into master netting arrangements, which reduce credit risk by permitting net
settlement of transactions with the same counterparty. However, Autodesk does not have any master netting arrangements in
place with collateral features.
2016 Form 10-K 71
Autodesk accounts for its derivative instruments as either assets or liabilities on the balance sheet and carries them at fair
value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether
it is designated and qualifies for hedge accounting. Derivatives that do not qualify for hedge accounting are adjusted to fair value
through earnings. See Note 2, "Financial Instruments" for information regarding Autodesk's hedging activities.
Cash and Cash Equivalents
Autodesk considers all highly liquid investments with insignificant interest rate risk and remaining maturities of three
months or less at the date of purchase to be cash equivalents. Cash equivalents are recorded at cost, which approximates fair
value.
Marketable Securities
Marketable securities are stated at fair value. Marketable securities maturing within one year that are not restricted are
classified as current assets.
Autodesk determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates
such classification as of each balance sheet date. Autodesk carries all “available-for-sale securities” at fair value, with
unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity. Autodesk carries all
“trading securities” at fair value, with unrealized gains and losses, recorded in “Interest and other income, net” in the
Company’s Consolidated Statements of Operations. The cost of securities sold is based on the specific-identification method.
All of Autodesk’s marketable securities are subject to a periodic impairment review. The Company recognizes an
impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary.
Autodesk considers various factors in determining whether to recognize an impairment charge, including the length of time and
extent to which the fair value has been less than Autodesk’s cost basis, the financial condition and near-term prospects of the
investee, and Autodesk’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated
recovery in the market value. For additional information, see “Concentration of Credit Risk” within this Note 1 and Note 2,
“Financial Instruments.”
Accounts Receivable, Net
Accounts receivable, net, consisted of the following as of January 31:
Trade accounts receivable
Less: Allowance for doubtful accounts
Product returns reserve
Partner programs and other obligations
Accounts receivable, net
2016
2015
700.1
$
(7.6)
(1.6)
(37.3)
653.6
$
495.4
(6.3)
(2.6)
(27.6)
458.9
$
$
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Allowances for uncollectible trade receivables are based upon historical loss patterns, the number of days that billings are
past due, and an evaluation of the potential risk of loss associated with problem accounts.
The product returns reserves are based on historical experience of actual product returns, estimated channel inventory
levels, the timing of new product introductions, channel sell-in for applicable markets, and other factors.
As part of the indirect channel model, Autodesk has a partner incentive program that uses quarterly attainment of
monetary rewards to motivate distributors and resellers to achieve mutually agreed upon business goals in a specified time
period. A portion of these incentives reduce license and other revenue in the current period. The remainder, which relates to
incentives on our Subscription Program, is recorded as a reduction to deferred revenue in the period the subscription transaction
is billed and subsequently recognized as a reduction to subscription revenue over the contract period. These incentive balances
do not require significant assumptions or judgments. The reserves associated with the partner incentive program are treated on
the balance sheet as either contra account receivable (when due to distributors and direct resellers) or accounts payable (when
due to indirect resellers).
2016 Form 10-K 72
Concentration of Credit Risk
Autodesk places its cash, cash equivalents, and marketable securities in highly liquid instruments with, and in the custody
of, diversified financial institutions globally with high credit ratings and limits the amounts invested with any one institution,
type of security, and issuer.
Geographical concentrations of consolidated cash, cash equivalents, and marketable securities held by Autodesk as of
January 31:
United States
Other Americas
Europe, Middle East, and Africa (“EMEA”)
Asia Pacific (“APAC”)
2016
2015
26%
1%
50%
23%
19%
1%
56%
24%
Autodesk’s primary commercial banking relationship is with Citigroup Inc. and its global affiliates. Citibank, N.A., an
affiliate of Citigroup, is one of the lead lenders and an agent in the syndicate of Autodesk’s $400.0 million line of credit facility.
It is Autodesk’s policy to limit the amounts invested with any one institution by type of security and issuer.
Autodesk’s accounts receivable are derived from sales to a large number of resellers, distributors, and direct customers in
the Americas; EMEA; and APAC geographies. Autodesk performs ongoing evaluations of these partners' financial condition
and limits the amount of credit extended when deemed necessary, but generally does not require collateral from such parties.
Total sales to the Company's largest distributor Tech Data Corporation, and its global affiliates (“Tech Data”), accounted for
25%, 25%, and 24% of Autodesk's net revenue for fiscal years ended January 31, 2016, 2015, and 2014, respectively. The
majority of the net revenue from sales to Tech Data relates to Autodesk's Platform Solutions and Emerging Business ("PSEB")
segment and is for sales made outside of the United States. In addition, Tech Data accounted for 22% of trade accounts
receivable at both January 31, 2016 and 2015, respectively.
Computer Equipment, Software, Furniture, and Leasehold Improvements, Net
Computer equipment, software, and furniture are depreciated using the straight-line method over the estimated useful
lives of the assets, which range from three to five years. Leasehold improvements are amortized on a straight-line basis over the
shorter of their estimated useful lives or the lease term. Depreciation expense was $60.6 million in fiscal 2016, $52.1 million in
fiscal 2015, and $47.2 million in fiscal 2014.
Computer equipment, software, furniture, leasehold improvements and the related accumulated depreciation at January 31
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Computer hardware, at cost
Computer software, at cost
Leasehold improvements, land, and buildings, at cost
Furniture and equipment, at cost
Computer software, hardware, leasehold improvements, furniture, and equipment, at cost
Less: Accumulated depreciation
2016
2015
$
202.7
$
85.6
202.9
59.0
550.2
(380.9)
194.0
84.9
176.3
53.0
508.2
(349.0)
159.2
Computer software, hardware, leasehold improvements, furniture, and equipment, net
$
169.3
$
Costs incurred for computer software developed or obtained for internal use are capitalized for application development
activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. These
capitalized costs are amortized over the software’s expected useful life, which is generally three years.
2016 Form 10-K 73
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Software Development Costs
Software development costs incurred prior to the establishment of technological feasibility are included in research and
development expenses. Autodesk defines establishment of technological feasibility as the completion of a working model.
Software development costs incurred subsequent to the establishment of technological feasibility through the period of general
market availability of the products are capitalized and generally amortized over a three year period, if material. Autodesk had
no material capitalized software development costs at January 31, 2016 and January 31, 2015.
Other Intangible Assets, Net
Other intangible assets include developed technologies, customer relationships, trade names, patents, user lists, and the
related accumulated amortization. These assets are shown as “Developed technologies, net” and as part of “Other assets” in the
Consolidated Balance Sheet. The majority of Autodesk’s other intangible assets are amortized to expense over the estimated
economic life of the product, which ranges from one to ten years. Amortization expense for developed technologies, customer
relationships, trade names, patents, and user lists was $82.6 million in fiscal 2016, $92.9 million in fiscal 2015 and $80.7
million in fiscal 2014.
Other intangible assets and related accumulated amortization at January 31 were as follows:
Developed technologies, at cost
Customer relationships, trade names, patents, and user lists, at cost (1)
Other intangible assets, at cost (2)
Less: Accumulated amortization
Other intangible assets, net
_______________
(1)
(2)
Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
Includes the effects of foreign currency translation.
2016
2015
571.4
$
371.6
943.0
(796.2)
146.8
$
538.4
348.9
887.3
(715.4)
171.9
$
$
The weighted average amortization period for developed technologies, customer relationships, and trade names during
fiscal 2016 was 4.2 years. Expected future amortization expense for developed technologies, customer relationships, trade
names, patents, and user lists for each of the fiscal years ended thereafter is as follows:
2017
2018
2019
2020
2021
Thereafter
Total
Goodwill
Fiscal Year ended
January 31,
$
$
63.1
33.8
24.6
13.4
7.4
4.5
146.8
Goodwill consists of the excess of the consideration transferred over the fair value of net assets acquired in business
combinations. Autodesk assigns goodwill to the reporting unit associated with each business combination, and tests goodwill
for impairment annually in its fourth fiscal quarter or more often if circumstances indicate a potential impairment. For purposes
of the goodwill impairment test, a reporting unit is an operating segment or one level below.
Autodesk has the option to perform an assessment of qualitative factors of impairment (“optional assessment”) prior to
necessitating a two-step quantitative impairment test. Should the optional assessment be utilized for any given fiscal year,
qualitative factors to consider include cost factors; financial performance; legal, regulatory, contractual, political, business, or
other factors; entity specific factors; industry and market considerations, macroeconomic conditions, and other relevant events
and factors affecting the reporting unit. If, after assessing the totality of events or circumstances, it is more likely than not that
2016 Form 10-K 74
the fair value of the reporting unit is greater than its carrying value, then performing the two-step impairment test is
unnecessary.
Therefore, the two-step quantitative impairment test is necessary when either Autodesk does not utilize the optional
assessment or, as a result of the optional assessment, it is not more likely than not that the fair value of the reporting unit is
greater than its carrying value. In performing the two-step impairment test, Autodesk uses discounted cash flow models which
include assumptions regarding projected cash flows. Variances in these assumptions could have a significant impact on
Autodesk's conclusion as to whether goodwill is impaired, or the amount of any impairment charge. Impairment charges, if any,
result from instances where the fair values of net assets associated with goodwill are less than their carrying values. As changes
in business conditions and assumptions occur, Autodesk may be required to record impairment charges. The process of
evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the
analysis. The value of Autodesk’s goodwill could also be impacted by future adverse changes such as: (i) declines in Autodesk’s
actual financial results, (ii) a sustained decline in Autodesk’s market capitalization, (iii) significant slowdown in the worldwide
economy or the industries Autodesk serves, or (iv) changes in Autodesk’s business strategy or internal financial forecast results.
For the annual impairment assessment in fiscal 2016, Autodesk utilized the optional assessment for the following
reporting units: Platform Solutions and Emerging Business (“PSEB”), Manufacturing ("MFG"), Architecture, Engineering, and
Construction ("AEC"), and Media and Entertainment (“M&E”). Based on a review of the qualitative factors described above,
Autodesk determined that it was more likely than not that the fair value of each of the reporting units exceeded the carrying
value. As a result, Autodesk concluded that performing the two-step impairment test was not necessary, and therefore the
goodwill of the PSEB, MFG, AEC, and M&E reporting units were not impaired during the fiscal year ended January 31, 2016.
For the Delcam reporting unit, Autodesk deemed the two-step impairment test was necessary and used a discounted cash
flow model which included assumptions regarding projected cash flows. Based on this testing, Autodesk estimated fair value
was 16% in excess of the carrying value for the Delcam reporting unit and determined there was no impairment of goodwill
during the year ended January 31, 2016. In addition, Autodesk did not recognize any goodwill impairment losses in fiscal 2015
or 2014.
Estimating the fair value of the reporting units requires the use of estimates and significant judgments regarding future
cash flows that are based on a number of factors including actual operating results, forecasted billings, revenue, and spend
targets, discount rate assumptions, and long-term growth rate assumptions. The estimates and judgments described above could
adversely change in future periods and Autodesk cannot provide absolute assurance that all of the targets will be achieved,
which could lead to future impairment charges.
The change in the carrying amount of goodwill during the fiscal year ended January 31, 2016 is as follows:
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Goodwill
Accumulated impairment losses
netfabb GmbH
Goodwill acquired from other
acquisitions
Effect of foreign currency
translation, purchase accounting
adjustments, and other
Balance as of January 31, 2016
Goodwill
Accumulated impairment losses
Platform
Solutions and
Emerging
Business
Architecture,
Engineering,
and
Construction Manufacturing
Media and
Entertainment
Delcam (1)
Total
$
327.5
$
427.0
$
422.7
$
245.2
$
183.0
$
1,605.4
—
327.5
32.8
33.4
—
427.0
—
4.1
—
422.7
—
16.6
(149.2)
96.0
—
10.4
—
183.0
—
—
(149.2)
1,456.2
32.8
64.5
(6.8)
(3.9)
(1.9)
0.6
(6.5)
(18.5)
386.9
—
427.2
—
437.4
—
256.2
(149.2)
176.5
—
1,684.2
(149.2)
$
386.9
$
427.2
$
437.4
$
107.0
$
176.5
$
1,535.0
_______________
(1) Delcam is a separate reporting unit within the Manufacturing ("MFG") reporting segment.
2016 Form 10-K 75
The change in the carrying amount of goodwill during the fiscal year ended January 31, 2015 is as follows:
Balance as of January 31, 2014
Goodwill
Accumulated impairment losses
Delcam plc
Within Technologies Limited
Shotgun Software Inc.
Goodwill acquired from other
acquisitions
Effect of foreign currency
translation, purchase accounting
adjustments, and other
Balance as of January 31, 2015
Goodwill
Accumulated impairment losses
Platform
Solutions and
Emerging
Business
Architecture,
Engineering,
and
Construction Manufacturing
Media and
Entertainment
Delcam (1)
Total
$
142.3
$
415.2
$
411.6
$
190.0
$
— $
1,159.1
—
142.3
—
80.6
—
117.8
—
415.2
—
—
—
—
411.6
—
—
—
28.1
20.1
(149.2)
40.8
—
—
43.2
15.3
—
—
196.1
(149.2)
1,009.9
196.1
80.6
43.2
181.3
(13.2)
(16.3)
(9.0)
(3.3)
(13.1)
(54.9)
327.5
—
427.0
—
422.7
—
245.2
(149.2)
183.0
—
1,605.4
(149.2)
$
327.5
$
427.0
$
422.7
$
96.0
$
183.0
$
1,456.2
_______________
(1) Delcam is a separate reporting unit within the Manufacturing ("MFG") reporting segment.
Purchase accounting adjustments reflect revisions made to the Company’s preliminary purchase price allocations during
fiscal 2016 and 2015.
Impairment of Long-Lived Assets
At least annually or more frequently as circumstances dictate, Autodesk reviews its long-lived assets for impairment
whenever impairment indicators exist. Autodesk continually monitors events and changes in circumstances that could indicate
the carrying amounts of its long-lived assets may not be recoverable. When such events or changes in circumstances occur,
Autodesk assesses recoverability of these assets. Recoverability is measured by comparison of the carrying amounts of the
assets to the future undiscounted cash flows the assets are expected to generate. If the long-lived assets are considered to be
impaired, the impairment to be recognized is equal to the amount by which the carrying value of the assets exceeds its fair
market value. Autodesk did not recognize any material impairments of long-lived assets during the fiscal years ended
January 31, 2016, 2015, and 2014, respectively.
In addition to the recoverability assessments, Autodesk routinely reviews the remaining estimated useful lives of its long-
lived assets. Any reduction in the useful life assumption will result in increased depreciation and amortization expense in the
quarter when such determinations are made, as well as in subsequent quarters.
Deferred Tax Assets
Deferred tax assets arise primarily from tax credits, net operating losses, and timing differences for reserves, accrued
liabilities, stock options, deferred revenue, purchased technologies, and capitalized intangibles, partially offset by U.S. deferred
tax liabilities on unremitted earnings from certain foreign subsidiaries, acquired intangibles, and valuation allowances against
U.S. and foreign deferred tax assets. Autodesk performed a quarterly assessment of the recoverability of these net deferred tax
assets and believe that we will generate sufficient future taxable income in appropriate tax jurisdictions to realize the net
deferred tax assets. They are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce gross deferred
tax assets to the amount that is "more likely than not" to be realized.
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2016 Form 10-K 76
Revenue Recognition
Autodesk recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have
been rendered, the price is fixed or determinable, and collection is probable.
For multiple element arrangements containing only software and software-related elements, Autodesk allocates the sales
price among each of the deliverables using the residual method, under which revenue is allocated to undelivered elements based
on their vendor-specific objective evidence (“VSOE”) of fair value. VSOE is the price charged when an element is sold
separately or a price set by management with the relevant authority. If Autodesk does not have VSOE of an undelivered
element, revenue recognition is deferred on the entire sales arrangement until all elements for which Autodesk does not have
VSOE are delivered. If Autodesk does not have VSOE for undelivered maintenance or services, the revenue for the
arrangement is recognized over the longest contractual service period in the arrangement. Revenue recognition for significant
lines of business is discussed further below.
For multiple element arrangements involving non-software elements, including cloud subscription services, our revenue
recognition policy is based upon the accounting guidance contained in ASC 605, Revenue Recognition. For these arrangements,
Autodesk first allocates the total arrangement consideration based on the relative selling prices of the software group of
elements as a whole and the non-software elements. Autodesk then further allocates consideration within the software group to
the respective elements within that group using the residual method as described above. Autodesk exercises judgment and uses
estimates in connection with the determination of the amount of revenue to be recognized in each accounting period.
Autodesk allocates the total arrangement consideration among the various elements based on a selling price hierarchy. The
selling price for a deliverable is based on its VSOE if available, third-party evidence ("TPE") if VSOE is not available, or the
best estimated selling price ("BESP") if neither VSOE nor TPE is available. BESP represents the price at which Autodesk
would transact for the deliverable if it were sold regularly on a standalone basis. To establish BESP for those elements for
which neither VSOE nor TPE are available, Autodesk performs a quantitative analysis of pricing data points for historical
standalone transactions involving such elements for a twelve-month period. As part of this analysis, Autodesk monitors and
evaluates the BESP against actual pricing to ensure that it continues to represent a reasonable estimate of the standalone selling
price, considering several other external and internal factors including, but not limited to, pricing and discounting practices,
contractually stated prices, the geographies in which Autodesk offers products and services, and the type of customer (i.e.
distributor, value-added reseller, and direct end user, among others). Autodesk analyzes BESP at least annually or on a more
frequent basis if a significant change in our business necessitates a more timely analysis, or if significant selling price variances
are experienced.
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In situations when Autodesk has multiple contracts with a single counterparty, Autodesk uses the guidance in ASC
985-605 to evaluate both the form and the substance of the arrangements to determine if they should be combined and
accounted for as one arrangement or as separate arrangements.
Autodesk’s assessment of likelihood of collection is also a critical element in determining the timing of revenue
recognition. If collection is not probable, the revenue will be deferred until cash is received.
License and other revenue consists of two components: product license revenue and other revenue. Product license
revenue includes software license revenue from the sale of perpetual licenses, term-based licenses from our desktop
subscription and enterprise offerings, and product revenue for Creative Finishing. Other revenue includes revenue from
consulting, training, Autodesk Developers Network and Creative Finishing customer support, and is recognized over time, as
the services are performed.
Autodesk's Subscription revenue consists of two components: maintenance revenue for our software products and
revenue for our cloud service offerings, including Autodesk 360. Autodesk's maintenance program provides our commercial
and educational customers of perpetual products with a cost effective and predictable budgetary option to obtain the
productivity benefits of our new releases and enhancements when and if released during the term of their contracts. Under
Autodesk's maintenance program, customers are eligible to receive unspecified upgrades when and if available, downloadable
training courses, and online support. Autodesk recognizes maintenance revenue ratably over the term of the maintenance
agreement, which is generally between one and three years but can occasionally be as long as five years. Revenue for
Autodesk's cloud service offerings is recognized ratably over the contract term commencing with the date Autodesk's service is
made available to customers and all other revenue recognition criteria have been satisfied.
2016 Form 10-K 77
Taxes Collected from Customers
Autodesk nets taxes collected from customers against those remitted to government authorities in the consolidated
financial statements. Accordingly, taxes collected from customers are not reported as revenue.
Shipping and Handling Costs
Shipping and handling costs are included in cost of revenue for all periods presented.
Stock-based Compensation Expense
The following table summarizes stock-based compensation expense for fiscal 2016, 2015, and 2014, respectively, as
follows:
Cost of license and other revenue
Cost of subscription
Marketing and sales
Research and development
General and administrative
Stock-based compensation expense related to stock awards and ESP Plan purchases
Tax benefit
$
Fiscal Year Ended January 31,
2016
2015
2014
$
6.1
5.7
85.2
70.4
29.8
197.2
(1.6)
$
4.6
4.3
72.4
56.0
28.3
165.6
(45.2)
3.8
2.2
58.6
43.7
23.9
132.2
(36.4)
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Stock-based compensation expense related to stock awards and ESP Plan
purchases, net
$
195.6
$
120.4
$
95.8
Autodesk determines the grant-date fair value of its share-based payment awards using a Black-Scholes Merton ("BSM")
option pricing model or the quoted stock price on the date of grant, unless the awards are subject to market conditions, in which
case Autodesk uses a binomial-lattice model (e.g., Monte Carlo simulation model). The Monte Carlo simulation model utilizes
multiple input variables to estimate the probability that market conditions will be achieved. Autodesk uses the following
assumptions to estimate the fair value of stock-based awards:
Range of expected volatilities
Range of expected lives (in years)
Expected dividends
Range of risk-free interest rates
Fiscal Year Ended
January 31, 2016
Fiscal Year Ended
January 31, 2015
Fiscal Year Ended
January 31, 2014
Performance
Stock Unit
27%
N/A
—%
0.2%
ESP Plan
28 -29%
0.5 - 2.0
—%
0.1 - 0.7%
Performance
Stock Unit
30%
N/A
—%
0.1%
ESP Plan
29 - 33%
0.5 - 2.0
—%
0.0 - 0.6%
Performance
Stock Unit
34%
N/A
—%
0.1%
ESP Plan
27 - 36%
0.5 - 2.0
—%
0.1 - 0.4%
Autodesk estimates expected volatility for stock-based awards based on the average of the following two measures. The
first is a measure of historical volatility in the trading market for the Company’s common stock, and the second is the implied
volatility of traded forward call options to purchase shares of the Company’s common stock. The expected volatility for PSUs
subject to market conditions includes the expected volatility of Autodesk's peer companies within the S&P Computer Software
Select Index.
Autodesk estimates the expected life of stock-based awards using both exercise behavior and post-vesting termination
behavior as well as consideration of outstanding options.
Autodesk did not pay cash dividends in fiscal 2016, 2015, or 2014 and does not anticipate paying any cash dividends in
the foreseeable future. Consequently, an expected dividend yield of zero is used in the BSM option pricing model and the
Monte Carlo simulation model.
The risk-free interest rate used in the BSM option pricing model and the Monte Carlo simulation model for stock-based
awards is the historical yield on U.S. Treasury securities with equivalent remaining lives.
2016 Form 10-K 78
Autodesk recognizes expense only for the stock-based awards that are ultimately expected to vest. Therefore, Autodesk
has developed an estimate of the number of awards expected to cancel prior to vesting (“forfeiture rate”). The forfeiture rate is
estimated based on historical pre-vest cancellation experience and is applied to all stock-based awards. The Company estimates
forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates.
Advertising Expenses
Advertising costs are expensed as incurred. Total advertising expenses incurred were $29.8 million in fiscal 2016, $23.9
million in fiscal 2015, and $15.6 million in fiscal 2014.
Net (Loss) Income Per Share
Basic net (loss) income per share is computed based on the weighted average number of shares of common stock
outstanding for the period, excluding stock options and restricted stock units. Diluted net (loss) income per share is computed
based upon the weighted average shares of common shares outstanding for the period and potentially dilutive common shares,
including the effect of stock options and restricted stock units under the treasury stock method.
Defined Benefit Pension Plans
The funded status of Autodesk's defined benefit pension plans is recognized in the Consolidated Balance Sheets. The
funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation for the
fiscal years presented. The projected benefit obligation represents the actuarial present value of benefits expected to be paid
upon retirement based on employee services already rendered and estimated future compensation levels. The fair value of plan
assets represents the current market value of Autodesk's cumulative company and participant contributions made to the various
plans in effect.
Net periodic benefit cost is recorded in the Consolidated Statements of Operations and includes service cost, interest cost,
expected return on plan assets, amortization of prior service costs, and gains or losses previously recognized as a component of
other comprehensive income. Certain events, such as changes in the employee base, plan amendments, and changes in actuarial
assumptions may result in a change in the defined benefit obligation and the corresponding change to other comprehensive
income.
Gains and losses and prior service costs not recognized as a component of net periodic benefit cost in the Consolidated
Statements of Operations as they arise are recognized as a component of other comprehensive (loss) income in the Consolidated
Statements of Comprehensive (Loss) Income. Those gains and losses and prior service costs are subsequently amortized as a
component of net periodic benefit cost over the average remaining service lives of the plan participants using a corridor
approach to determine the portion of gain or loss subject to amortization.
The measurement of projected benefit obligations and net periodic benefit cost is based on estimates and assumptions that
reflect the terms of the plans and use participant-specific information such as compensation, age and years of services, as well
as certain assumptions, including estimates of discount rates, expected return of plan assets, rate of compensation increases,
interest rates, and mortality rates.
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Accounting Standards in Fiscal 2016
With the exception of those discussed below, there have been no recent changes in accounting pronouncements issued by
the FASB or adopted by the Company during the fiscal year ended January 31, 2016, that are of significance, or potential
significance, to the Company.
Accounting Standards Adopted
Effective in the fourth quarter of fiscal 2016, Autodesk elected to early adopt FASB's Accounting Standards Update No.
2015-17 ("ASU 2015-17") regarding ASC Topic 470 "Income Taxes: Balance Sheet Classification of Deferred Taxes." The
amendments in ASU 2015-17 require deferred tax assets and liabilities, along with any related valuation allowances, to be
classified as noncurrent on the consolidated balance sheet. The amendments for ASU-2015-17 were prospectively applied. Prior
periods were not retrospectively adjusted and remain presented as current or non-current in accordance with the previous
2016 Form 10-K 79
accounting guidance. Adoption of ASU 2015-17 did not have a material impact on Autodesk's consolidated financial
statements.
Effective in the third quarter of fiscal 2016, Autodesk elected to early adopt FABS's Accounting Standards Update No.
2015-16 ("ASU 2015-16") regarding ASC Topic 805 "Business Combinations: Simplifying the Accounting for Measurement-
Period Adjustments." The amendments in ASU 2015-16 eliminate the requirement to restate prior period financial statements
for measurement period adjustments. The amendments also require that the cumulative impact of a measurement period
adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified.
The amendments for ASU-2015-16 were prospectively applied and did not have a material impact on Autodesk's consolidated
financial statements.
Effective in the second quarter of fiscal 2016, Autodesk elected to early adopt FASB's Accounting Standards Update
2015-03 (“ASU 2015-03”) regarding Subtopic 835-30 “Interest - Imputation of Interest: Simplifying the Presentation of Debt
Issuance Costs.” The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be
presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt
discounts. The standard requires retrospective application and represents a change in accounting principle. The adoption of
ASU 2015-03 resulted in a $4.1 million retrospective reduction of both our other assets and long term notes payable, net, as of
January 31, 2015.
Recently Issued Accounting Standards
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In February 2016, the FASB issued Accounting Standards Update No. 2016-02 ("ASU 2016-02") regarding ASC Topic
842 "Leases." The amendments in this ASU require balance sheet recognition of lease assets and lease liabilities by lessees for
leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases
with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative
requirements, providing additional information about the amounts recorded in the financial statements. ASU 2016-02 will be
effective for Autodesk’s fiscal year beginning February 1, 2019 unless Autodesk elects early adoption. The amendments require
a modified retrospective approach with optional practical expedients. Autodesk is currently evaluating the accounting,
transition, and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.
In January 2016, the FASB issued Accounting Standards Update No. 2016-01 ("ASU 2016-01") regarding ASC Topic
825-10 "Financial Instruments - Overall." The amendments address certain aspects of recognition, measurement, presentation,
and disclosure of financial instruments, and require equity securities to be measured at fair value with changes in fair value
recognized through net income. The amendments also simplify the impairment assessment of equity investments without
readily determinable fair values by requiring a qualitative assessment for impairment quarterly at each reporting period. The
amendments in ASU 2016-01 are effective for annual and interim periods beginning after December 15, 2017. An entity should
apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of
adoption, with prospective adoption of the amendments related to equity securities without readily determinable fair values
existing as of the date of adoption. Autodesk is currently evaluating the accounting, transition, and disclosure requirements of
the standard and cannot currently estimate the financial statement impact of adoption.
In May 2015, the FASB issued Accounting Standards Update No. 2015-07 ("ASU 2015-07") regarding ASC Topic 820
"Fair Value Measurement: Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent)." The amendments in ASU 2015-07 remove the requirement to categorize within the fair value hierarchy all
investments for which fair value is measured using the net asset value per share practical expedient. The amendments also limit
certain disclosures to investments for which the entity has elected to measure at fair value using the net asset value per share
practical expedient. The amendments in ASU 2015-07 are effective for annual and interim periods beginning after December
15, 2015. Early adoption is permitted. The amendments should be applied retrospectively by removing from the fair value
hierarchy any investments for which fair value is measured using the net asset value per share practical expedient. Autodesk
does not expect ASU 2015-07 to have a material impact on its consolidated financial statements.
In April 2015, the FASB issued Accounting Standards Update No. 2015-05 ("ASU 2015-05") regarding Subtopic 350-40,
“Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Fees Paid in a Cloud Computing
Arrangement.” The amendments in this ASU provide guidance about whether a cloud computing arrangement includes a
software license. If a cloud computing arrangement includes a software license, the customer should account for the software
license element of the arrangement consistent with other software licenses. If a cloud computing arrangement does not include a
software license, the customer should account for the arrangement as a service contract. The amendments in ASU 2015-05 are
effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The amendments in
2016 Form 10-K 80
ASU 2015-05 may be applied either prospectively to all arrangements entered into or materially modified after the effective
date or retrospectively. Autodesk does not expect ASU 2015-05 to have a material impact on its consolidated financial
statements.
In May 2014, the FASB issued Accounting Standards Update 2014-09 ("ASU 2014-09") regarding ASC Topic 606
“Revenue from Contracts with Customers.” ASU 2014-09 provides principles for recognizing revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 to defer the effective date by one year
with early adoption permitted as of the original effective date. ASU 2014-09 will be effective for Autodesk’s fiscal year
beginning February 1, 2018 unless we elect the earlier date of February 1, 2017. In addition, the FASB issued ASU 2016-08 in
March 2016, to help provide interpretive clarifications on the new guidance in ASC Topic 606. Autodesk is currently
evaluating the accounting, transition, and disclosure requirements of the standard and cannot currently estimate the financial
statement impact of adoption.
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2016 Form 10-K 81
2. Financial Instruments
The following tables summarize the Company's financial instruments' amortized cost, gross unrealized gains, gross
unrealized losses, and fair value by significant investment category as of January 31, 2016 and 2015.
January 31, 2016
Amortized
Cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
Value
Level 1
Level 2
Level 3
Cash equivalents (1):
Agency bonds
Certificates of deposit
Commercial paper
Custody cash deposit
Money market funds
Municipal bonds
U.S. treasury bills
Marketable securities:
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Short-term available for sale
Asset backed securities
Certificates of deposit
Commercial paper
Corporate debt securities
Municipal bonds
Sovereign debt
U.S. government agency bonds
U.S. treasury bills
Short-term trading securities
Mutual funds
Long-term available for sale
Agency bonds
Asset backed securities
Corporate debt securities
Municipal securities
Sovereign debt
U.S. government agency securities
Convertible debt securities (2)
Derivative contracts (3)
$
8.5
$
— $
— $
8.5
$
8.5
$
— $
267.6
106.6
2.1
382.4
5.0
103.0
7.3
190.3
141.1
377.1
9.7
20.1
40.0
74.6
38.8
56.8
36.5
320.9
2.9
16.9
98.4
2.5
1.5
—
—
—
—
—
—
—
—
—
0.1
—
—
—
—
0.4
0.1
0.1
0.3
—
—
0.3
2.0
7.8
—
—
—
—
—
—
—
—
—
(0.3)
—
—
(0.1)
—
267.6
106.6
2.1
382.4
5.0
103.0
7.3
190.3
141.1
376.9
9.7
20.1
39.9
74.6
267.6
—
2.1
—
5.0
103.0
—
190.3
—
376.9
9.7
—
39.9
74.6
(1.2)
38.0
38.0
—
—
(0.8)
—
—
(0.1)
(1.1)
(7.4)
56.9
36.6
320.4
2.9
16.9
98.6
3.4
1.9
56.9
—
320.4
2.9
—
98.6
—
—
—
106.6
—
382.4
—
—
7.3
—
141.1
—
—
20.1
—
—
—
—
36.6
—
—
16.9
—
—
1.6
Total
$
2,310.6
$
11.1
$
(11.0)
$ 2,310.7
$ 1,594.4
$
712.6
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3.4
0.3
3.7
Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.
____________________
(1)
(2) Considered "available for sale" and included in "Other assets" in the accompanying Consolidated Balance Sheets.
(3)
Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying
Consolidated Balance Sheets.
2016 Form 10-K 82
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5.1
0.9
6.0
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Amortized
Cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
Value
Level 1
Level 2
Level 3
$
— $
— $
258.6
$
258.6
$
— $
Cash equivalents (1):
Certificates of deposit
Commercial paper
Corporate bond
Custody cash deposit
Money market funds
Marketable securities:
Short-term available for sale
Agency bonds
Certificates of deposit
Commercial paper
Corporate debt securities
Municipal bond
Short-term trading securities
Mutual funds
Long-term available for sale
Agency bond
Corporate debt securities
Municipal securities
U.S. government agency securities
Convertible debt securities (2)
Derivative contracts (3)
$
258.6
161.0
11.5
141.5
127.3
37.9
101.9
258.4
148.0
29.2
36.9
50.6
199.4
13.3
8.9
4.7
3.5
—
—
—
—
—
—
—
0.1
0.1
3.4
0.2
0.6
0.1
0.1
2.5
19.5
26.6
$
—
—
—
—
—
—
—
(0.1)
—
161.0
11.5
141.5
127.3
37.9
101.9
258.4
148.0
29.3
—
11.5
141.5
—
37.9
101.9
—
148.0
29.3
—
40.3
40.3
50.8
199.8
13.4
9.0
5.1
16.0
50.8
199.8
13.4
9.0
—
—
—
(0.2)
—
—
(2.1)
(7.0)
(9.4)
161.0
—
—
127.3
—
—
258.4
—
—
—
—
—
—
—
—
15.1
Total
$
1,592.6
$
$ 1,609.8
$ 1,042.0
$
561.8
$
Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.
____________________
(1)
(2) Considered "available for sale" securities and included in "Other assets" in the accompanying Consolidated Balance Sheets.
Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying
(3)
Consolidated Balance Sheets.
Autodesk classifies its marketable securities as either short-term or long-term based on each instrument’s underlying
contractual maturity date. Marketable securities with remaining maturities of less than 12 months are classified as short-term
and marketable securities with remaining maturities greater than 12 months are classified as long-term. Autodesk may sell
certain of its marketable securities prior to their stated maturities for strategic purposes or in anticipation of credit deterioration.
Autodesk applies fair value accounting for certain financial assets and liabilities, which consist of cash equivalents,
marketable securities, and other financial instruments, on a recurring basis. The Company defines fair value as the price that
would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair
value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and
significant to the fair value measurement: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs
other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or
liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities; and (Level 3) unobservable inputs for which there is little or no market
data, which require Autodesk to develop its own assumptions. When determining fair value, Autodesk uses observable market
data and relies on unobservable inputs only when observable market data is not available. There have been no transfers between
fair value measurement levels during the year ended January 31, 2016.
Autodesk's cash equivalents, marketable securities, and financial instruments are primarily classified within Level 1 or
Level 2 of the fair value hierarchy. Autodesk values it's available for sale securities on pricing from pricing vendors, who may
use quoted prices in active markets for identical assets (Level 1) or inputs other than quoted prices that are observable either
2016 Form 10-K 83
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directly or indirectly in determining fair value (Level 2). Autodesk's Level 2 securities are valued primarily using observable
inputs other than quoted prices in active markets for identical assets and liabilities. Autodesk's Level 3 securities consist of
investments held in auction rate securities, convertible debt securities, and derivative contracts which are valued using
probability weighted discounted cash flow models and some of the inputs to the models are unobservable in the market.
A reconciliation of the change in Autodesk’s Level 3 items for the fiscal years ended January 31, 2016 and 2015 was as
follows:
Balances, January 31, 2014
Purchases
Settlements
Losses included in interest and other expense
Gains included in OCI
Balances, January 31, 2015
Purchases
Settlements
Gains included in interest and other expense
Gains included in OCI
Balances, January 31, 2016
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3)
Convertible
Debt
Securities
Derivative
Contracts
Total
$
$
9.1
0.1
(0.8)
(7.5)
—
0.9
4.3
(5.9)
1.0
—
0.3
$
20.2
$
29.3
0.6
(3.0)
0.7
(3.8)
(13.3)
(20.8)
0.6
5.1
6.2
0.6
6.0
10.5
(8.3)
(14.2)
—
0.4
3.4
$
1.0
0.4
3.7
$
The following table summarizes the estimated fair value of Autodesk's “available-for-sale securities” classified by the
contractual maturity date of the security:
Due in 1 year
Due in 1 year through 5 years
Due in 5 years through 10 years
Total
January 31, 2016
Cost
Fair Value
849.2
$
542.5
3.4
849.0
543.2
3.4
1,395.1
$
1,395.6
$
$
As of January 31, 2016 and 2015, Autodesk did not have any material securities in a continuous unrealized loss position
for greater than twelve months.
As of January 31, 2016 and 2015 Autodesk had $104.3 million and $52.6 million, respectively, in direct investments of
privately held companies accounted for under the cost method. The increase from fiscal 2015 was primarily due to an
approximately $27.4 million investment in FIT AG that was entered into simultaneously with the netfabb GmbH acquisition.
Refer to Note 5. "Acquisitions" for further discussion regarding the acquisition and investment. The privately held investments
are periodically assessed for other-than-temporary impairment. If Autodesk determines that an other-than-temporary
impairment has occurred, Autodesk writes down the investment to its estimated fair value. Autodesk estimates fair value of its
cost method investments considering available information such as pricing in recent rounds of financing, current cash positions,
earnings and cash flow forecasts, recent operational performance, and any other readily available market data.
During fiscal 2016, Autodesk recorded $0.2 million in other-than-temporary impairment on its privately held equity and
debt investments. During fiscal 2015, Autodesk recorded $19.2 million other-than-temporary impairment on its privately held
equity and debt investments. The impairment expense was recorded in “Interest and other expense, net” on the Company's
Consolidated Statement of Operations.
2016 Form 10-K 84
The sales or settlement of “available-for-sale securities” in fiscal 2016, 2015, and 2014 resulted in a gain of $0.1 million,
a gain of $0.7 million, and a loss of $0.2 million, respectively. The losses and gains were recorded in "Interest and other
expense, net" on the Company's Consolidated Statement of Operations.
Proceeds from the sale and maturity of marketable securities for fiscal 2016 and fiscal 2015 were $1.7 billion and $1.2
billion, respectively.
Derivative Financial Instruments
Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to
fluctuations in foreign currency exchange rates that exist as part of ongoing business operations. Autodesk's general practice is
to hedge a portion of transaction exposures denominated in euros, Japanese yen, Swiss francs, British pounds, Canadian dollars
and Australian dollars. These instruments have maturities between one to twelve months in the future. Autodesk does not enter
into derivative instrument transactions for trading or speculative purposes.
The bank counterparties to the derivative contracts potentially expose Autodesk to credit-related losses in the event of
their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company's
minimum requirements under its counterparty risk assessment process. Autodesk monitors ratings, credit spreads, and potential
downgrades on at least a quarterly basis. Based on Autodesk's on-going assessment of counterparty risk, the Company will
adjust its exposure to various counterparties. Autodesk generally enters into master netting arrangements, which reduce credit
risk by permitting net settlement of transactions with the same counterparty. However, Autodesk does not have any master
netting arrangements in place with collateral features.
Foreign currency contracts designated as cash flow hedges
Autodesk uses foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating
expense of certain anticipated transactions. These contracts are designated and documented as cash flow hedges. The
effectiveness of the cash flow hedge contracts is assessed quarterly using regression analysis as well as other timing and
probability criteria. To receive cash flow hedge accounting treatment, all hedging relationships are formally documented at the
inception of the hedge and the hedges are expected to be highly effective in offsetting changes to future cash flows on hedged
transactions. The gross gains and losses on these hedges are included in “Accumulated other comprehensive loss” and are
reclassified into earnings at the time the forecasted revenue or expense is recognized. In the event the underlying forecasted
transaction does not occur, or it becomes probable that it will not occur, Autodesk reclassifies the gain or loss on the related
cash flow hedge from “Accumulated other comprehensive loss” to “Interest and other expense, net” in the Company's
Consolidated Financial Statements at that time.
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The net notional amount of these contracts are presented net settled and were $142.4 million at January 31, 2016 and
$336.6 million at January 31, 2015. Outstanding contracts are recognized as either assets or liabilities on the Consolidated
Balance Sheet at fair value. The majority of the net gain of $15.7 million remaining in “Accumulated other comprehensive
loss” as of January 31, 2016 is expected to be recognized into earnings within the next twelve months.
Derivatives not designated as hedging instruments
Autodesk uses foreign currency contracts which are not designated as hedging instruments to reduce the exchange rate
risk associated primarily with foreign currency denominated receivables and payables. These forward contracts are marked-to-
market at the end of each fiscal quarter with gains and losses recognized as “Interest and other expense, net.” These derivative
instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and
losses on these derivative instruments are intended to offset the gains or losses resulting from the settlement of the underlying
foreign currency denominated receivables and payables. The net notional amounts of these foreign currency contracts are
presented net settled and were $231.6 million at January 31, 2016 and $44.6 million at January 31, 2015.
From time to time and consistent with its risk management policy, Autodesk also uses derivative instruments to hedge its
economic exposure related to committed, in-process acquisitions priced in foreign currency. Such derivatives do not qualify for
hedge accounting and are marked-to-market through earnings, with any gain or loss reflected immediately in “Interest and other
expense, net,” in each period.
In addition to these foreign currency contracts, Autodesk holds derivative instruments issued by privately held companies,
which are not designated as hedging instruments. These derivatives consist of certain conversion options on the convertible debt
2016 Form 10-K 85
securities held by Autodesk and an option to acquire a privately held company. These derivatives are recorded at fair value as of
each balance sheet date and are recorded in “Other assets.” Changes in the fair values of these instruments are recognized in income
as “Interest and other expense, net.”
Fair Value of Derivative Instruments:
The fair value of derivative instruments in Autodesk’s Consolidated Balance Sheets were as follows as of January 31,
2016 and January 31, 2015:
Balance Sheet Location
January 31, 2016
January 31, 2015
Fair Value at
Derivative Assets
Foreign currency contracts designated as cash flow hedges
Derivatives not designated as hedging instruments
Total derivative assets
Derivative Liabilities
Prepaid expenses and other
current assets (1)
Prepaid expenses and other
current assets and Other
assets
Foreign currency contracts designated as cash flow hedges
Derivatives not designated as hedging instrument
Other accrued liabilities (2)
Other accrued liabilities
Total derivative liabilities
$
$
$
$
3.4
$
20.4
4.9
8.3
3.4
3.0
6.4
$
$
$
0.9
21.3
5.4
—
5.4
_______________
(1) Considering Autodesk's master netting arrangements, these contracts are presented net settled. The gross balance is $5.1 million and
$23.8 million at January 31, 2016 and January 31, 2015, respectively.
(2) Considering Autodesk's master netting arrangements, these contracts are presented net settled. The gross balance is $5.1 million and
$8.7 million at January 31, 2016 and January 31, 2015, respectively.
The effects of derivatives designated as hedging instruments on Autodesk’s Consolidated Statements of Operations were
as follows for the fiscal years ended January 31, 2016, 2015, and 2014, respectively (amounts presented include any income tax
effects):
Amount of gain recognized in accumulated other comprehensive income on derivatives
(effective portion)
Amount and location of gain reclassified from accumulated other comprehensive income into
income (effective portion)
Net revenue
Operating expenses
Total
Amount and location of (loss) gain recognized in income on derivatives (ineffective portion
and amount excluded from effectiveness testing)
Interest and other expense, net
Foreign Currency Contracts
Fiscal Year Ended January 31,
2016
2015
2014
2.2
$
46.4
$
12.2
39.8
$
10.5
$
(10.5)
(3.5)
29.3
$
7.0
$
13.1
(1.6)
11.5
(0.7) $
0.9
$
(0.1)
$
$
$
$
2
0
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2016 Form 10-K 86
The effects of derivatives not designated as hedging instruments on Autodesk’s Consolidated Statements of Operations
were as follows for the fiscal years ended January 31, 2016, 2015, and 2014, respectively (amounts presented include any
income tax effects):
Amount and location of (loss) gain recognized in income on derivatives not designated as
hedging instruments
Interest and other expense, net
$
(1.7) $
(25.5) $
12.8
Foreign Exchange Contracts
Fiscal Year Ended January 31,
2016
2015
2014
3. Employee and Director Stock Plans
Stock Plans
As of January 31, 2016, Autodesk maintained two active stock plans for the purpose of granting equity awards to
employees and to non-employee members of Autodesk’s Board of Directors: the 2012 Employee Stock Plan (as amended, the
“2012 Employee Plan”), which is available only to employees, and the Autodesk 2012 Outside Directors’ Stock Plan (“2012
Directors' Plan”), which is available only to non-employee directors. Additionally, there are two expired or terminated plans
with options outstanding. The exercise price of all stock options granted under these plans was equal to the fair market value of
the stock on the grant date.
The 2012 Employee Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. On June
10, 2015, Autodesk's stockholders approved amendments to the 2012 Employee Plan, which increased the number of shares
reserved for issuance under the plan by 12.5 million shares. The 2012 Employee Plan replaced the 2008 Employee Stock Plan,
as amended ("2008 Plan"), and no further equity awards may be granted under the 2008 Plan. The 2012 Employee Plan reserves
up to 45.1 million shares which includes 39.1 million shares reserved under the 2012 Employee Plan, as well as up to 6.0
million shares forfeited under certain prior employee stock plans during the life of the 2012 Employee Plan. The 2012
Employee Plan permits the grant of stock options, restricted stock units, and restricted stock awards. Each restricted stock unit
or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Employee Plan as
1.79 shares. If a granted option, restricted stock unit, or restricted stock award expires or becomes unexercisable for any reason,
the unpurchased or forfeited shares that were granted may be returned to the 2012 Employee Plan and may become available
for future grant under the 2012 Employee Plan. As of January 31, 2016, 29.2 million shares subject to options or restricted stock
awards have been granted under the 2012 Employee Plan. Options and restricted stock that were granted under the 2012 plan
vest over periods ranging from immediately upon grant to over a three year period and options expire 10 years from the date of
grant. The 2012 Employee Plan will expire on June 30, 2022. At January 31, 2016, 18.6 million shares were available for future
issuance under the 2012 Employee Plan.
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The 2012 Director's Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. The 2012
Directors' Plan replaced the 2010 Outside Directors' Stock Plan, as amended ("2010 Plan"). The 2012 Directors' Plan permits
the grant of stock options, restricted stock units, and restricted stock awards to non-employee members of Autodesk’s Board of
Directors. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance
under the 2012 Directors' Plan as 2.11 shares. As of January 31, 2016, 0.7 million shares subject to restricted stock unit awards
have been granted under the 2012 Directors' Plan. Restricted stock units that were granted under the 2012 Outside Directors'
Plan vest over one to three years from the date of grant. On March 12, 2015, the Board reduced the number of shares reserved
for issuance under the 2012 Directors' Plan by 0.9 million shares, so that 1.7 million shares are now reserved for issuance under
the 2012 Directors' Plan. The 2012 Directors' Plan will expire on June 30, 2022. At January 31, 2016, 1.0 million shares were
available for future issuance under the 2012 Director's Plan.
The following sections summarize activity under Autodesk’s stock plans.
2016 Form 10-K 87
Stock Options:
A summary of stock option activity for the fiscal year ended January 31, 2016 is as follows:
Number of
Shares
(in millions)
Weighted
average exercise
price per share
Weighted average
remaining
contractual term
Aggregate
Intrinsic
Value (2)
(in years)
(in millions)
Options outstanding at January 31, 2015
Granted (1)
Exercised
Canceled/Forfeited
Options vested, exercisable and outstanding at January 31, 2016
Options available for grant at January 31, 2016
$
$
2.7
—
(1.1)
—
1.6
19.6
34.46
—
30.88
—
37.06
3.7
$
15.4
_______________
(1) Autodesk did not grant stock options in the twelve months ended January 31, 2016.
(2) Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $46.82 per share as of January 31, 2016, which
would have been received by the option holders had all option holders exercised their options as of that date.
As of January 31, 2016, compensation cost related to stock options has been fully recognized.
The following table summarizes information about the pre-tax intrinsic value of options exercised during the fiscal years
ended January 31, 2016, 2015, and 2014:
Pre-tax intrinsic value of options exercised (1)
Fiscal year ended January 31,
2016
2015
2014
$
32.6
$
67.6
$
149.0
——————
(1) The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of
the stock on the date of exercise.
The following table summarizes information about options vested and exercisable, and outstanding at January 31, 2016:
Range of per-share exercise prices:
$12.31 - $34.70
$36.06 - $41.62
$42.39 - $43.81
Number of Shares
(in millions)
Weighted average
exercise price per
share
0.5
0.6
0.5
1.6
$
$
27.34
40.62
43.80
37.06
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2016 Form 10-K 88
Restricted Stock:
A summary of restricted stock unit activity for the fiscal year ended January 31, 2016 is as follows:
Unvested restricted stock units at January 31, 2015
Granted
Vested
Canceled/Forfeited
Performance Adjustment (1)
Unvested restricted stock units at January 31, 2016
Unreleased
Restricted Stock
Units
(in thousands)
Weighted
average grant
date fair value
7,801.3
$
4,035.1
(3,657.5)
(473.9)
34.6
7,739.6
$
48.46
52.53
45.61
50.19
54.92
51.80
_______________
(1) Based on Autodesk's financial results for the performance period, the fiscal 2015, 2014 and 2013 performance stock units were earned
at 113.8%, 65.8%, and 92.3% of the target award, respectively. The vesting of the 2013 performance stock units was subject to the
holders satisfying the remaining service condition of the awards, which ended in March 2015.
For the restricted stock units granted during fiscal years ended January 31, 2016, 2015, and 2014, the weighted average
grant date fair value was $52.53, $54.17, and $42.37, respectively. The fair value of the shares vested during fiscal years ended
January 31, 2016, 2015, and 2014 was $193.3 million, $147.8 million, and $87.0 million, respectively.
During the fiscal year ended January 31, 2016, Autodesk granted 3.6 million restricted stock units. The restricted stock
units vest over periods ranging from immediately upon grant to a pre-determined date that is typically within three years from
the date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units
are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the restricted stock units is
expensed ratably over the vesting period. Autodesk recorded stock-based compensation expense related to restricted stock units
of $146.4 million, $118.9 million, and $74.9 million during fiscal years ended January 31, 2016, 2015, and 2014, respectively.
As of January 31, 2016, total compensation cost not yet recognized of $248.2 million related to non-vested awards, is expected
to be recognized over a weighted average period of 1.8 years. At January 31, 2016, the number of restricted stock units granted
but unvested was 6.9 million.
During the fiscal year ended January 31, 2016, Autodesk granted 0.4 million performance stock units ("PSUs") for which
the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated
performance period. The performance criteria are based upon billings and subscriptions goals adopted by the Compensation and
Human Resource Committee (the “Annual Financial Results”), as well as total stockholder return compared against the S&P
Computer Software Select Index (“Relative TSR”). Each PSU covers a three year period:
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• Up to one third of the PSU may vest following year one depending upon the achievement of Annual Financial Results
for year one as well as 1 year Relative TSR (covering year one).
• Up to one third of the PSU may vest following year two depending upon the achievement of Annual Financial Results
for year two as well as 2 year Relative TSR (covering years one and two).
• Up to one third of the PSU may vest following year three depending upon the achievement of Annual Financial
Results for year three as well as 3 year Relative TSR (covering years one, two, and three).
PSUs are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the
rights of a stockholder, including voting rights. Autodesk has determined the grant-date fair value for these awards using a
Monte Carlo simulation model since the awards are subject to a market condition. The fair value of the performance restricted
stock units is expensed using the accelerated attribution method over the vesting period. Autodesk recorded stock-based
compensation expense related to PSUs of $23.2 million, $17.5 million, and $8.7 million during fiscal years ended January 31,
2016, 2015, and 2014 respectively. As of January 31, 2016, total compensation cost not yet recognized of $3.6 million related to
non-vested PSUs, is expected to be recognized over a weighted average period of 0.8 years. At January 31, 2016, the number of
PSUs granted but unvested was 0.8 million.
2016 Form 10-K 89
1998 Employee Qualified Stock Purchase Plan (“ESP Plan”)
Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may purchase shares of
Autodesk’s common stock at their discretion using up to 15% of their eligible compensation subject to certain limitations, at not
less than 85% of fair market value as defined in the ESP Plan. At January 31, 2016, a total of 43.3 million shares were available
for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount equal to the
lesser of 10.0 million shares or 2% of the total of (1) outstanding shares plus (2) any shares repurchased by Autodesk during the
prior fiscal year. Under the ESP Plan, the Company issues shares on the first trading day following March 31 and September 30
of each fiscal year. The ESP Plan expires during fiscal 2018.
Autodesk issued 2.1 million shares under the ESP Plan at an average price of $36.29 per share in fiscal 2016, 2.1 million
shares at an average price of $33.91 per share in fiscal 2015, and 2.9 million shares at an average price of $22.61 per share in
fiscal 2014. The weighted average grant date fair value of awards granted under the ESP Plan during fiscal 2016, 2015, and
2014, calculated as of the award grant date using the BSM option pricing model, was $11.85, $15.14, and $11.80 per share,
respectively. Autodesk recorded $27.1 million, $23.9 million, and $22.9 million of compensation expense associated with the
ESP Plan in fiscal 2016, 2015, and 2014, respectively.
Equity Compensation Plan Information
The following table summarizes the number of outstanding options granted to employees and directors, as well as the
number of securities remaining available for future issuance under these plans as of January 31, 2016:
Plan category
Equity compensation plans approved by security
holders
Total
(a)
(b)
(c)
Number of securities
to be issued upon
exercise of outstanding
options
Weighted-average
exercise price of
outstanding options
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a)) (in millions)
9.3
9.3
$
$
37.06
37.06
62.9 (1)
62.9
____________________
(1)
Included in this amount are 43.3 million securities available for future issuance under Autodesk’s ESP Plan.
4. Income Taxes
The provision for income taxes consists of the following:
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Federal:
Current
Deferred
State:
Current
Deferred
Foreign:
Current
Deferred
Fiscal year ended January 31,
2016
2015
2014
$
(4.7) $
220.9
0.5
20.9
68.4
4.2
(43.8) $
(11.9)
(13.2)
9.0
69.5
(8.4)
$
310.2
$
1.2
$
29.1
(41.4)
0.6
—
63.9
(1.1)
51.1
Pursuant to accounting standards related to stock-based compensation, the Company has unrecorded excess stock option
tax benefits of $233.8 million as of January 31, 2016. These amounts will be credited to additional paid-in-capital when such
amounts reduce cash taxes payable. Foreign pretax income was $218.2 million in fiscal 2016, $302.5 million in fiscal 2015, and
$380.5 million in fiscal 2014.
2016 Form 10-K 90
The differences between the U.S. statutory rate and the aggregate income tax provision are as follows:
Income tax provision at U.S. Federal statutory rate
State income tax benefit, net of the U.S. Federal benefit
Foreign income taxed at rates different from the U.S. statutory rate
U.S. valuation allowance
Tax effect of non-deductible stock-based compensation
Research and development tax credit benefit
Closure of income tax audits and changes in uncertain tax positions
Tax effect of officer compensation in excess of $1.0 million
Non-deductible expenses
Other
Fiscal year ended January 31,
2016
2015
2014
$
(7.1) $
29.0
$
(7.6)
(29.4)
345.0
19.3
(9.4)
(4.7)
1.4
2.6
0.1
$
310.2
$
(4.0)
(40.0)
2.9
15.7
(7.2)
(0.7)
2.4
2.2
0.9
1.2
$
98.0
(2.9)
(57.1)
2.1
10.8
(8.8)
3.6
3.0
2.6
(0.2)
51.1
Autodesk's tax expense was increased by $345.0 million during fiscal 2016 for valuation allowances reducing the
Company's U.S. federal and state deferred tax assets to the amount more likely than not to be realized. The effective tax rate
impact includes valuation allowances against the deferred tax assets that existed at the beginning of fiscal 2016, and valuation
allowances to offset tax attributes generated during fiscal 2016.
The Protecting Americans from Tax Hikes (PATH) Act of 2015 enacted on December 18, 2015 extended and made
permanent the federal R&D tax credit. As a result, our income tax provision for Fiscal 2016 includes a tax benefit that reduced
our effective annual tax rate. We recorded federal R&D tax benefits of $9.4 million, $7.2 million and $8.8 million during fiscal
2016, 2015, and 2014, respectively. As of January 31, 2016, the deferred tax asset balances for U.S. federal and state R&D tax
credits were offset by a valuation allowance.
Significant components of Autodesk’s deferred tax assets and liabilities are as follows:
Stock-based compensation
Research and development tax credit carryforwards
Foreign tax credit carryforwards
Accrued compensation and benefits
Other accruals not currently deductible for tax
Purchased technology and capitalized software
Fixed assets
Tax loss carryforwards
Deferred Revenue
Other
Total deferred tax assets
Less: valuation allowance
Net deferred tax assets
Indefinite lived intangibles
Unremitted earnings of foreign subsidiaries
Total deferred tax liabilities
Net deferred tax assets
January 31,
2016
2015
$
$
37.5
91.3
51.1
41.5
23.6
64.3
18.6
17.6
56.7
13.9
416.1
(398.0)
18.1
(54.1)
(22.4)
(76.5)
$
(58.4) $
39.9
62.6
—
43.6
18.4
53.9
16.2
16.0
48.0
7.4
306.0
(70.8)
235.2
(40.7)
(9.4)
(50.1)
185.1
The valuation allowance increased by $327.2 million, $3.6 million, and $15.9 million in fiscal 2016, 2015, and 2014,
respectively. The fiscal 2016, 2015, and 2014 changes in valuation allowance were primarily related to U.S. and Canadian
2016 Form 10-K 91
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deferred taxes. Autodesk recorded a $230.8 million valuation allowance against the Company's U.S. federal and remaining state
deferred tax assets recorded in the second quarter of fiscal 2016. Autodesk regularly assesses the need for a valuation allowance
against its deferred tax assets. In making that assessment, Autodesk considers both positive and negative evidence, whether it is
more likely than not that some or all of the deferred tax assets will not be realized. In evaluating the need for a valuation
allowance, Autodesk considered recent cumulative losses in the United States arising from the Company's business model
transition as a significant piece of negative evidence and determined that it was not more likely than not that the federal and
remaining state deferred tax assets would be realized. As Autodesk continually strives to optimize our overall business model,
tax planning strategies may become feasible and prudent allowing us to realize many of the deferred tax assets which are offset
by a valuation allowance; therefore, Autodesk will continue to evaluate the realizability of our net deferred tax assets each
quarter, both in the US and in foreign jurisdictions, based on all available evidence, both positive and negative.
Autodesk provides U.S. income taxes on the earnings of foreign subsidiaries, except to the extent subsidiaries' earnings
are considered permanently reinvested outside the U.S. As of January 31, 2016, the cumulative amount of earnings upon which
U.S. income taxes have not been provided was $1,942.2 million. The unrecognized deferred tax liability for these earnings was
approximately $544.3 million.
Realization of foreign non-current net deferred tax assets of $9.2 million is dependent upon the company's ability to
generate future taxable income in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net
operating loss carryforwards and tax credits. The amount of deferred tax assets considered realizable is subject to adjustment in
future periods if estimates of future taxable income are reduced and Autodesk then determines that it is not more likely than not
to realize such deferred tax assets.
As of January 31, 2016, Autodesk had $222.7 million of cumulative federal tax loss carryforwards and $258.9 million of
cumulative state tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions.
These federal and state tax loss carryforwards will expire beginning fiscal 2019 through fiscal 2037 and fiscal 2019 through
fiscal 2037, respectively. Autodesk also had $6.0 million of cumulative UK tax loss carryforwards, which may be available to
reduce future income tax liabilities indefinitely. Autodesk had $6.8 million of cumulative federal and state capital loss
carryforwards as of January 31, 2016 which are available to offset future capital gains through fiscal 2019.
As of January 31, 2016, Autodesk had $116.2 million of cumulative federal research tax credit carryforwards, $60.9
million of cumulative California state research tax credit carryforwards, and $50.4 million of cumulative Canadian federal tax
credit carryforwards, which may be available to reduce future income tax liabilities in the respective jurisdictions. The federal
tax credit carryforwards will expire beginning fiscal 2021 through fiscal 2037, the state credit carryforwards may reduce future
California income tax liabilities indefinitely, and the Canadian tax credit carryforwards will expire beginning fiscal 2027
through fiscal 2037. Autodesk also has $185.4 million of cumulative foreign tax credit carryforwards, which may be available
to reduce future U. S. tax liabilities. The foreign tax credit will expire beginning fiscal 2019 through fiscal 2027.
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Utilization of net operating losses and tax credits may be subject to an annual limitation due to ownership change
limitations provided in the Internal Revenue Code and similar state provisions. This annual limitation may result in the
expiration of net operating losses and credits before utilization.
As a result of certain business and employment actions and capital investments undertaken by Autodesk, income earned
in certain Europe and Asia Pacific countries is subject to reduced tax rates through fiscal 2016 and 2020, respectively with
extensions available with incremental business and employment actions. We have no net income tax benefits attributable to the
tax status of these business arrangements in fiscal 2016, compared to $1.2 million ($0.01 basic net income per share) in fiscal
2015, and $9.7 million ($0.04 basic net income per share) in fiscal 2014. The income tax benefits were offset by accruals of
U.S. income taxes on undistributed earnings, among other factors.
As of January 31, 2016, the company had $254.3 million of gross unrecognized tax benefits, of which $236.8 million
would impact the effective tax rate, if recognized. However, this rate impact would be offset to the extent that recognition of
unrecognized tax benefits currently presented as a reduction of deferred tax assets would increase the valuation allowance.
It is possible that the amount of unrecognized tax benefits will change in the next twelve months; however an estimate of
the range of the possible change cannot be made at this time.
2016 Form 10-K 92
A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits is as follows:
Fiscal Year Ended January 31,
2016
2015
2014
Gross unrecognized tax benefits at the beginning of the fiscal year
$
245.8
$
222.1
$
212.7
Increases for tax positions of prior years
Decreases for tax positions of prior years
Increases for tax positions related to the current year
Decreases relating to settlements with taxing authorities
Reductions as a result of lapse of the statute of limitations
Gross unrecognized tax benefits at the end of the fiscal year
1.4
(7.0)
15.8
(0.5)
(1.2)
3.2
(2.5)
33.2
(5.4)
(4.8)
1.8
(0.3)
15.3
(4.6)
(2.8)
$
254.3
$
245.8
$
222.1
It is the company's continuing practice to recognize interest and/or penalties related to income tax matters in income tax
expense. Autodesk had $3.3 million, $2.0 million, and $2.8 million, net of tax benefit, accrued for interest and penalties related
to unrecognized tax benefits as of January 31, 2016, 2015, and 2014, respectively.
Autodesk and its subsidiaries are subject to income tax in the United States as well as numerous state and foreign
jurisdictions. Autodesk's U.S. and state income tax returns for fiscal year 2003 through fiscal year 2016 remain open to
examination. In addition, Autodesk files tax returns in multiple foreign taxing jurisdictions with open tax years ranging from
fiscal year 2004 to 2016.
5. Acquisitions
During the fiscal years ended January 31, 2016 and January 31, 2015, Autodesk completed the business combinations and
technology purchases described below. The results of operations for the following acquisitions are included in the
accompanying Consolidated Statement of Operations since their respective acquisition dates. Pro forma results of operations
have not been presented because the effects of the following acquisitions, individually and in the aggregate, were not material
to Autodesk's Consolidated Financial Statements.
For acquisitions accounted for as business combinations, Autodesk recorded the tangible and intangible assets acquired
and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable
intangible assets acquired were based on estimates and assumptions determined by management. Autodesk recorded the excess
of consideration transferred over the aggregate fair values as goodwill.
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Fiscal 2016 Acquisitions
On November 12, 2015, Autodesk closed a share purchase agreement with FIT AG (“FIT”) to acquire all of the
outstanding shares of netfabb GmbH ("netfabb") for approximately $42.5 million cash consideration. Autodesk simultaneously
entered into an investment agreement with FIT to invest approximately $27.4 million cash to acquire an equity interest in FIT.
netfabb is a German-based provider of industrial grade additive manufacturing software solutions supporting most major 3D
printers. FIT is a German-based provider of rapid prototyping and additive design and manufacturing services. The acquisition
of netfabb is expected to provide Autodesk with software solutions that will reduce production costs and increase efficiency in
3D printing and additive manufacturing. netfabb will be integrated into Autodesk's PSEB segment. The amount of goodwill
that is expected to be deductible for U.S. income tax purposes is $29.8 million.
During the fiscal year ended January 31, 2016, Autodesk also completed several other business combinations and
technology acquisitions for total cash consideration of $106.8 million. These business combinations and technology
acquisitions were not material individually or in aggregate to Autodesk's Consolidated Financial Statements.
2016 Form 10-K 93
The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for each of the
business combinations and technology acquisitions completed during the fiscal year ended January 31, 2016:
Developed technologies
Customer relationships and other non-current intangible assets
Trade name
Goodwill
Deferred Revenue (current and non-current)
Deferred tax liability
Net tangible assets (liabilities)
netfabb
Other
$
6.6
6.2
1.4
32.8
(1.0)
(3.9)
0.4
$
27.3
12.9
4.7
64.5
(0.7)
(2.4)
0.5
$
42.5
$ 106.8
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For netfabb and certain other business combinations, the allocation of purchase price consideration to certain assets and
liabilities is not yet finalized. Autodesk's estimates and assumptions are subject to change within the measurement period (up to
one year from the acquisition date). For netfabb, the primary areas of the preliminary purchase price allocation that are not yet
finalized are amounts for tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax
aspects of the transaction and residual goodwill, as well as pending finalization of the valuation of certain intangible assets
accounted for as part of the business combination. For certain other business combinations, the primary areas of the preliminary
purchase price allocation that are not yet finalized are amounts for tax assets and liabilities, pending finalization of estimates
and assumptions in respect of certain tax aspects of the transaction and residual goodwill.
Fiscal 2015 Acquisitions
On June 27, 2014, Autodesk acquired Shotgun Software, Inc. (“Shotgun”) for total consideration of $54.5 million, of
which $51.2 million was cash consideration. Prior to acquiring Shotgun, Autodesk had a convertible debt investment in the
company with an acquisition-date fair value of $3.3 million using a market approach to value the investment. Shotgun was a
privately-owned company that provided a cloud-based production management solution that enabled digital studios to track,
schedule, review, and collaborate on projects and images. Shotgun has been integrated into, and the related goodwill was
assigned to, Autodesk's M&E segment. Goodwill is not expected to be deductible for U.S. income tax purposes.
On May 29, 2014, Autodesk acquired all the outstanding shares of Within Technologies Limited ("Within Technologies”)
for total cash consideration of $88.0 million. Autodesk used its non-U.S.-based cash for the transaction. Within Technologies is
a United Kingdom based developer of design and simulation software for next generation manufacturing processes. The Within
Technologies acquisition is expected to accelerate Autodesk’s development of tools and technologies for advanced
manufacturing. Within Technologies has been integrated into Autodesk’s PSEB reportable segment. The amount of goodwill
that is expected to be deductible for U.S. income tax purposes is $78.9 million.
On February 6, 2014, Autodesk acquired the entire issued and to be issued share capital of Delcam plc (“Delcam”), for
$284.6 million. Delcam was previously listed as a public company (LON: DLC) and is a leading supplier of advanced
CADCAM and industrial measurement solutions for the manufacturing industry. With this transaction Autodesk gains Delcam’s
range of design, manufacturing, and inspection software that provide automated CADCAM solutions for a variety of industries,
ranging from aerospace to toys and sports equipment. The transaction was structured as a cash offer for all the outstanding
shares of Delcam, and Delcam has been integrated into Autodesk's MFG reportable segment. The amount of goodwill that is
expected to be deductible for U.S. income tax purposes is $166.0 million.
During the fiscal year ended January 31, 2015, Autodesk also completed 21 other business combination and technology
acquisitions for total cash consideration of approximately $234.5 million. These business combinations and technology
acquisitions were not material individually or in aggregate to Autodesk's Consolidated Financial Statements.
2016 Form 10-K 94
The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for each of the
business combinations and technology acquisitions completed during the fiscal year ended January 31, 2015:
Developed technologies
Customer relationships
Trade name
Goodwill
Deferred Revenue
Deferred tax (liability) asset
Net tangible assets
Total
6. Deferred Compensation
Shotgun Within
Delcam
Other
$
$
5.4
7.5
1.6
43.2
(0.7)
(2.6)
0.1
4.6
3.6
1.2
80.6
—
(1.7)
(0.3)
$
28.9
$
39.0
39.7
16.5
9.8
6.3
190.4
180.6
(10.4)
(13.2)
32.7
(0.4)
(2.1)
1.3
$
54.5
$
88.0
$ 284.6
$ 234.5
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At January 31, 2016, Autodesk had marketable securities totaling $1,430.2 million, of which $38.0 million related to
investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. The
total related deferred compensation liability was $38.0 million at January 31, 2016, of which $1.9 million was classified as
current and $36.1 million was classified as non-current liabilities. The total related deferred compensation liability at
January 31, 2015 was $40.3 million, of which $5.3 million was classified as current and $35.0 million was classified as non-
current liabilities. The securities are recorded in the Consolidated Balance Sheets under the current portion of "Marketable
Securities". The current and non-current portions of the liability are recorded in the Consolidated Balance Sheets under
“Accrued compensation” and “Other liabilities,” respectively.
7. Borrowing Arrangements
In June 2015, Autodesk issued $450.0 million aggregate principal amount of 3.125% senior notes due June 15, 2020 and
$300.0 million aggregate principal amount of 4.375% senior notes due June 15, 2025 (collectively, the “2015 Senior Notes”).
Autodesk received net proceeds of $742.0 million from issuance of the 2015 Senior Notes, net of a discount of $1.7 million and
issuance costs of $6.3 million. Both the discount and issuance costs are being amortized to interest expense over the respective
terms of the 2015 Senior Notes using the effective interest method. The proceeds of the 2015 Senior Notes are available for
general corporate purposes. Autodesk may redeem the 2015 Senior Notes at any time, subject to a make whole premium. In
addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to repurchase the 2015
Senior Notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The
2015 Senior Notes contain restrictive covenants that limit Autodesk's ability to create certain liens, to enter into certain sale and
leaseback transactions and to consolidate or merge with, or convey, transfer or lease all or substantially all of its assets, subject
to significant qualifications and exceptions. Based on quoted market prices, the fair value of the 2015 Senior Notes was
approximately $756.9 million as of January 31, 2016.
In December 2012, Autodesk issued $400.0 million aggregate principal amount of 1.95% senior notes due December 15,
2017 and $350.0 million aggregate principal amount of 3.6% senior notes due December 15, 2022 (collectively, the "2012
Senior Notes"). Autodesk received net proceeds of $739.3 million from issuance of the 2012 Senior Notes, net of a discount of
$4.5 million and issuance costs of $6.1 million. Both the discount and issuance costs are being amortized to interest expense
over the respective terms of the 2012 Senior Notes using the effective interest method. The proceeds of the 2012 Senior Notes
are available for general corporate purposes. Autodesk may redeem the 2012 Senior Notes at any time, subject to a make whole
premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to
repurchase the 2012 Senior Notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the
date of repurchase. The 2012 Senior Notes contain restrictive covenants that limit our ability to create certain liens, to enter into
certain sale and leaseback transactions and to consolidate or merge with, or convey, transfer, or lease all or substantially all of
our assets, subject to significant qualifications and exceptions. Based on quoted market prices, the fair value of the 2012 Senior
Notes was approximately $738.0 million as of January 31, 2016.
Autodesk’s line of credit facility permits unsecured short-term borrowings of up to $400.0 million with an option to
request an increase in the amount of the credit facility by up to an additional $100.0 million, and is available for working capital
or other business needs. This credit agreement contains customary covenants that could restrict the imposition of liens on
2016 Form 10-K 95
Autodesk’s assets, and restrict the Company’s ability to incur additional indebtedness or make dispositions of assets if Autodesk
fails to maintain the financial covenants. The financial covenants consist of a debt to capitalization ratio, and an interest
coverage ratio. The line of credit is syndicated with various financial institutions, including Citibank, N.A., an affiliate of
Citigroup, which is one of the lead lenders and an agent. In May 2015, Autodesk amended and restated the credit agreement to
extend the facility's maturity date from May 2018 to May 2020 and to update the calculation for our financial covenants. As of
January 31, 2016, we were in compliance with the credit facility’s covenants. At January 31, 2016 and January 31, 2015,
Autodesk had no outstanding borrowings on this line of credit.
8. Commitments and Contingencies
Lease commitments
Autodesk leases office space and computer equipment under non-cancellable operating lease agreements that expire at
various dates through 2090. The leases generally provide that Autodesk pay taxes, insurance, and maintenance expenses related
to the leased assets. Certain of these lease arrangements contain escalation clauses whereby monthly rent increases over time.
At January 31, 2016, the aggregate future minimum lease payments required were as follows:
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2018
2019
2020
2021
Thereafter
Less: Sublease income
$
$
61.0
54.8
43.1
26.2
18.0
51.2
254.3
1.6
252.7
Rent expense related to these operating leases recognized on a straight-line basis over the lease period, was as follows:
Rent expense
Purchase commitments
Fiscal Year Ended January 31,
2016
2015
2014
$
58.7
$
55.0
$
50.2
In the normal course of business, Autodesk enters into various purchase commitments for goods or services. Total non-
cancellable purchase commitments as of January 31, 2016 were approximately $100.2 million for periods through fiscal 2020.
These purchase commitments primarily result from contracts for the acquisition of IT infrastructure, marketing, and software
development services.
Autodesk has certain royalty commitments associated with the shipment and licensing of certain products. Royalty
expense is generally based on a dollar amount per unit shipped or a percentage of the underlying revenue. Royalty expense,
which was recorded under cost of license and other revenue and cost of subscription revenue on Autodesk’s Consolidated
Statements of Operations, was $17.4 million in fiscal 2016, $17.9 million in fiscal 2015, and $18.0 million in fiscal 2014.
Guarantees and Indemnifications
In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product
warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising
from the use of its products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be
reasonably estimated. Historically, costs related to these indemnifications have not been significant, and because potential
future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its
future results of operations.
2016 Form 10-K 96
In connection with the purchase, sale, or license of assets or businesses with third parties, Autodesk has entered into or
assumed customary indemnification agreements related to the assets or businesses purchased, sold or licensed. Historically,
costs related to these indemnifications have not been significant, and because potential future costs are highly variable,
Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.
As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain
events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum
potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited;
however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and
may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these
indemnification agreements in excess of applicable insurance coverage is minimal.
Legal Proceedings
Autodesk is involved in a variety of claims, suits, investigations, and proceedings in the normal course of business
activities including claims of alleged infringement of intellectual property rights, commercial, employment, piracy prosecution,
business practices, and other matters. In the Company's opinion, resolution of pending matters is not expected to have a
material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable
nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings
could in the future materially affect the Company's results of operations, cash flows, or financial position in a particular period,
however, based on the information known by the Company as of the date of this filing and the rules and regulations applicable
to the preparation of the Company's financial statements, any such amount is either immaterial or it is not possible to provide an
estimated amount of any such potential loss.
9. Stockholders' Equity
Preferred Stock
Under Autodesk’s Certificate of Incorporation, 2.0 million shares of preferred stock are authorized. At January 31, 2016,
there were no preferred shares issued or outstanding. The Board of Directors has the authority to issue the preferred stock in one
or more series and to fix rights, preferences, privileges, and restrictions, including dividends and the number of shares
constituting any series or the designation of such series, without any further vote or action by the stockholders.
Common Stock Repurchase Programs
Autodesk has a stock repurchase program that is used to offset dilution from the issuance of stock under the Company’s
employee stock plans and for such other purposes as may be in the interests of Autodesk and its stockholders, which has the
effect of returning excess cash generated from the Company’s business to stockholders. Autodesk repurchased and retired 8.5
million shares in fiscal 2016 at an average repurchase price of $53.58 per share, 6.9 million shares in fiscal 2015 at an average
repurchase price of $53.83 per share, and 10.5 million shares in fiscal 2014 at an average repurchase price of $40.43.
At January 31, 2016, 6.3 million shares remained available for repurchase under the repurchase program approved by the
Board of Directors. The number of shares acquired and the timing of the purchases are based on several factors, including
general market and economic conditions, the number of employee stock option exercises and restricted stock unit issuances, the
trading price of Autodesk common stock, cash on hand and available in the United States, cash requirements for acquisitions,
and Company defined trading windows.
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10. Interest and Other Expense, net
Interest and other expense, net, consists of the following:
Interest and investment expense, net
(Loss) gain on foreign currency
Gain (loss) on strategic investments
Other income
Interest and other expense, net
Fiscal Year Ended January 31,
2016
2015
2014
(33.9) $
(13.2) $
—
3.8
8.5
(3.9)
(23.3)
2.7
(21.6) $
(37.7) $
(9.8)
4.0
(1.8)
2.7
(4.9)
$
$
11. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss, net of taxes, was comprised of the following:
Net
Unrealized
Gains
(Losses) on
Derivative
Instruments
Net
Unrealized
Gains
(Losses) on
Available for
Sale
Securities
Defined
Benefit
Pension
Components
Foreign
Currency
Translation
Adjustments
Total
Balances, January 31, 2014
$
3.5
$
1.8
$
(7.7) $
1.8
$
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Other comprehensive income (loss) before reclassifications
Pre-tax (gains) losses reclassified from accumulated other
comprehensive income
Tax effects
Net current period other comprehensive income (loss)
Balances, January 31, 2015
Other comprehensive income (loss) before reclassifications
Pre-tax (gains) losses reclassified from accumulated other
comprehensive income
Tax effects
Net current period other comprehensive loss
Balances, January 31, 2016
47.0
(7.0)
(0.7)
39.3
42.8
1.6
(29.3)
0.6
(27.1)
15.7
$
$
(1.7)
1.7
(0.2)
(0.2)
1.6
(1.3)
(0.1)
—
(1.4)
0.2
(18.3)
(80.7)
0.5
1.8
(16.0)
(23.7)
(6.8)
—
4.9
(75.8)
(74.0)
(35.2)
(0.6)
(53.7)
(4.8)
5.8
(52.7)
(53.3)
(41.7)
1.3
0.9
(4.6)
(28.3) $
—
0.5
(34.7)
(108.7) $
(28.1)
2.0
(67.8)
(121.1)
$
Reclassifications related to gains and losses on available for sale securities are included in Interest and other expense, net.
Refer to Note 2, "Financial Instruments" for the amount and location of reclassifications related to derivative instruments.
Reclassifications of the defined benefit pension components are included in the computation of net periodic benefit cost. Refer
to Note 14, "Retirement Benefit Plans".
2016 Form 10-K 98
12. Net (Loss) Income Per Share
Basic net (loss) income per share is computed using the weighted average number of shares of common stock outstanding
for the period, excluding stock options and restricted stock units. Diluted net (loss) income per share is based upon the weighted
average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the
effect of stock options and restricted stock units under the treasury stock method. The following table sets forth the computation
of the numerators and denominators used in the basic and diluted net (loss) income per share amounts:
Numerator:
Net (loss) income
Denominator:
Denominator for basic net (loss) income per share—weighted average shares
Effect of dilutive securities (1)
Denominator for dilutive net (loss) income per share
Basic net (loss) income per share
Diluted net (loss) income per share
Fiscal Year Ended January 31,
2016
2015
2014
$
(330.5) $
81.8
$
228.8
226.0
—
226.0
(1.46) $
(1.46) $
227.1
5.3
232.4
0.36
0.35
$
$
224.0
5.6
229.6
1.02
1.00
$
$
____________________
(1) Dilutive securities of 4.7 million shares for the fiscal year ended January 31, 2016 have been excluded from the calculation of diluted
net (loss) income per share as those shares would have been anti-dilutive due to the net loss incurred during this period.
The computation of diluted net (loss) income per share does not include shares that are anti-dilutive under the treasury
stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the fiscal year.
For the fiscal years ended January 31, 2016, 2015, and 2014, 0.1 million, 0.1 million, and 5.4 million potentially anti-dilutive
shares, respectively, were excluded from the computation of net (loss) income per share.
13. Segments
Autodesk reports segment information based on the “management” approach. The management approach designates the
internal reporting used by management for making decisions and assessing performance as the source of the Company’s
reportable segments. Autodesk has four reportable segments: AEC, MFG, PSEB, and M&E. Autodesk has no material inter-
segment revenue.
The AEC, MFG, and PSEB segments derive revenue from the sale of licenses for software products and services to
customers who design, build, manage, or own building, manufacturing, and infrastructure projects. Autodesk's M&E segment
derives revenue from the sale of products to creative professionals, post-production facilities, and broadcasters for a variety of
applications, including feature films, television programs, commercials, music and corporate videos, interactive game
production, web design, and interactive web streaming.
AEC software products help to improve the way building, civil infrastructure, process plant, and construction projects are
designed, built, and managed. A broad portfolio of solutions enables greater efficiency, accuracy, and sustainability across the
entire project lifecycle. Autodesk AEC solutions include advanced technology for BIM, AutoCAD-based design and
documentation productivity software, sustainable design analysis applications, and collaborative project management solutions.
BIM, an integrated process for building and infrastructure design, analysis, documentation, and construction, uses consistent,
coordination information to improve communication and collaboration between the extended project team. AEC provides a
comprehensive portfolio of BIM solutions that help customers deliver projects faster and more economically, while minimizing
environmental impact. AEC’s revenue primarily includes revenue from the sales of Autodesk Building Design Suites, Autodesk
Infrastructure Design Suites, AEC flexible enterprise offerings, AEC consulting services, and AutoCAD Civil 3D.
MFG provides the manufacturers in automotive and transportation, industrial machinery, consumer products and building
products with comprehensive digital prototyping solutions that bring together design data from all phases of the product
development process to develop a single digital model created in Autodesk Inventor software. Autodesk’s solutions for digital
prototyping enable a broad group of manufacturers to realize benefits with minimal disruption to existing workflows. MFG’s
revenue primarily includes revenue from the sales of licenses of Autodesk Product Design Suites, AutoCAD Mechanical,
Delcam, and Autodesk Moldflow products.
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2016 Form 10-K 99
PSEB includes Autodesk’s design product, AutoCAD. Autodesk’s AutoCAD product is a platform product that underpins
the Company’s design product offerings for the industries it serves. For example, AEC and MFG offer tailored versions of
AutoCAD software for the industries they serve. Autodesk’s AutoCAD product also provides a platform for Autodesk’s
developer partners to build custom solutions for a range of diverse design-oriented markets. PSEB's revenue primarily includes
revenue from sales of AutoCAD and AutoCAD LT, the AutoCAD Design Suite, and many other design products, including
consumer design products, as well as from sales of licenses of other Autodesk's design products.
M&E consists of two product groups: Animation and Creative Finishing. Animation products, such as Autodesk Maya,
Autodesk 3ds Max, and the Autodesk Entertainment Creation Suites, are sold as software only and provide tools for digital
sculpting, modeling, animation, effects, rendering and compositing, for design visualization, visual effects, and games
production. M&E products are also included in a number of PSEB, AEC, and MFG focused suites. Creative Finishing products,
such as Autodesk Flame and Autodesk Lustre, provide editing, finishing, and visual effects design and color grading.
All of Autodesk’s reportable segments distribute their respective products primarily through authorized resellers and
distributors and, to a lesser extent, through direct sales to end-users.
The accounting policies of the reportable segments are the same as those described in Note 1, “Business and Summary of
Significant Accounting Policies.” Autodesk evaluates each segment’s performance on the basis of gross profit. Autodesk
currently does not separately accumulate and report asset information by segment, except for goodwill, which is disclosed in
Note 1, “Business and Summary of Significant Accounting Policies.”
Information concerning the operations of Autodesk’s reportable segments is as follows:
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Net revenue:
Architecture, Engineering, and Construction
Manufacturing
Platform Solutions and Emerging Business
Media and Entertainment
Gross profit:
Architecture, Engineering, and Construction
Manufacturing
Platform Solutions and Emerging Business
Media and Entertainment
Unallocated (1)
Depreciation, amortization and accretion:
Architecture, Engineering, and Construction
Manufacturing
Platform Solutions and Emerging Business
Media and Entertainment
Unallocated
Fiscal year ended January 31,
2016
2015
2014
949.1
$
872.6
$
724.6
670.4
160.0
675.6
796.7
167.3
730.6
579.4
789.2
174.7
2,504.1
$
2,512.2
$
2,273.9
857.0
$
785.8
$
638.1
572.0
127.1
(60.8)
604.0
712.3
127.3
(59.3)
663.8
531.5
716.8
137.8
(50.3)
2,133.4
$
2,170.1
$
1,999.6
$
1.5
1.3
9.8
0.2
$
1.3
3.0
6.8
0.3
133.0
134.5
145.8
$
145.9
$
0.2
0.9
5.5
0.2
122.1
128.9
$
$
$
$
$
$
_______________
(1) Unallocated amounts primarily relate to corporate expenses and other costs and expenses that are managed outside the reportable
segments, including stock-based compensation expense.
2016 Form 10-K 100
Information regarding Autodesk’s operations by geographic area is as follows:
Net revenue:
Americas
U.S.
Other Americas
Total Americas
Europe, Middle East, and Africa
Asia Pacific
Japan
Other Asia Pacific
Total Asia Pacific
Total net revenue
Fiscal year ended January 31,
2016
2015
2014
$
803.9
$
736.4
$
168.9
972.8
934.6
219.7
377.0
596.7
161.6
898.0
980.0
269.0
365.2
634.2
672.3
146.6
818.9
851.8
274.5
328.7
603.2
$
2,504.1
$
2,512.2
$
2,273.9
Information regarding Autodesk’s long-lived assets by geographic area is as follows:
Long-lived assets (1):
Americas
U.S.
Other Americas
Total Americas
Europe, Middle East, and Africa
Asia Pacific
Total long-lived assets
January 31,
2016
2015
$
$
118.8
$
3.2
122.0
25.7
21.6
169.3
$
____________________
(1) Long-lived assets exclude deferred tax assets, marketable securities, goodwill, and other intangible assets.
14. Retirement Benefit Plans
Pretax Savings Plan
108.8
3.1
111.9
25.0
22.3
159.2
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Autodesk has a 401(k) plan that covers nearly all U.S. employees. Eligible employees may contribute up to 50% of their
pretax salary, subject to limitations mandated by the Internal Revenue Service. Autodesk makes voluntary cash contributions
and matches a portion of employee contributions in cash. Autodesk’s contributions were $17.3 million in fiscal 2016, $11.2
million in fiscal 2015, and $8.1 million in fiscal 2014. Autodesk does not allow participants to invest in Autodesk common
stock through the 401(k) plan.
Defined Benefit Pension Plans
Autodesk maintains certain defined benefit pension plans to employees primarily located in countries outside of the U.S.,
particularly the United Kingdom, Switzerland, and Japan. The Company deposits funds for specific plans, consistent with the
requirements of local law, with insurance companies, third-party trustees, or into government-managed accounts, and accrues
for the unfunded portion of the obligation, where material. Depending on the design of the plan, local customs, and market
circumstances, the liabilities of a plan may exceed qualified plan assets.
2016 Form 10-K 101
Benefit Obligation and Plan Assets
The changes in the projected benefit obligations and plan assets for the plans described above were as follows:
Beginning projected benefit obligation
Service cost
Interest cost
Actuarial loss (gain)
Benefits paid
Foreign currency exchange rate changes
Curtailments and settlements
Contributions by plan participants
Business combinations
Ending projected benefit obligation
Beginning fair value of plan assets
Actual return on plan assets
Contributions paid by employer
Contributions paid by plan participants
Benefit payments
Curtailments and settlements
Foreign currency exchange rate changes
Business combinations
Ending fair value of plan assets
Funded status
Fiscal year ended January 31,
2016
2015
$
$
$
$
$
144.7
5.7
3.3
6.3
(6.5)
(10.1)
(2.2)
4.0
—
145.2
$
$
$
104.2
1.3
4.5
4.0
(6.5)
—
(6.1)
—
101.4
$
(43.8) $
62.2
4.6
3.9
18.8
(7.5)
(1.2)
(2.9)
5.9
60.9
144.7
40.7
4.1
4.9
5.9
(7.5)
(2.9)
(1.2)
60.2
104.2
(40.5)
Amounts included within the business combinations line above represent plan assets and liabilities assumed under the
acquisition of Delcam.
The amounts recognized on the consolidated balance sheets at the end of each period were as follows:
Other long-term liabilities
Accumulated other comprehensive loss, before tax
Net amount recognized
Fiscal Year Ended January 31,
2016
2015
$
$
43.8
32.2
76.0
$
$
40.5
26.6
67.1
On a worldwide basis, our defined benefit pension plans were 70% funded as of January 31, 2016. Funded status is not
indicative of our ability to pay ongoing pension benefits or of Autodesk's obligation to fund retirement accounts.
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2016 Form 10-K 102
As of January 31, 2016, the aggregate accumulated benefit obligation was $127.1 million for the defined benefit pension
plans compared to $124.3 million as of January 31, 2015. Included in the aggregate data in the following tables are the amounts
applicable to our defined benefit pension plans, with accumulated benefit obligations in excess of plan assets, as well as plans
with projected benefit obligations in excess of plan assets. Amounts related to such plans at the end of each period were as
follows:
Plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligations
Plan Assets
Plans with projected benefit obligations in excess of plan assets:
Projected benefit obligations
Plan Assets
Defined Benefit Pension Plan Assets
Fiscal Year Ended
January 31,
2016
2015
$
$
127.1
101.4
$ 124.0
103.9
145.2
101.4
$ 144.7
104.2
The investments of the plans are managed by insurance companies or third-party investment managers selected by
Autodesk's Trustees, consistent with regulations or market practice of the country where the assets are invested. Investments
managed by qualified insurance companies or third-party investment managers under standard contracts follow local
regulations, and Autodesk is not actively involved in their investment strategies.
Defined benefit pension plan assets measured at fair value on a recurring basis consisted of the following investment
categories at the end of each period as follows:
Investment fund
Insurance contracts
Total assets measured at fair value
Cash
Total pension plan assets at fair value
Fiscal Year Ended January 31,
Level 1
— $
—
—
0.3
2016
$
Level 2
58.5
42.6
101.1
—
0.3
$
101.1
$
$
$
Level 3
Total
— $
—
—
—
— $
58.5
42.6
101.1
0.3
101.4
$
$
2015
Total
60.6
43.5
104.1
0.1
104.2
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The assets held in the investment fund in the preceding table are invested in a diversified growth fund actively managed
by Russell Investments in association with Aon Hewitt. The objective of the fund is to generate capital appreciation on a long-
term basis through a diversified portfolio of investments. The fund aims to deliver equity-like returns in the medium to long
term with around two-thirds the volatility of equity markets. The fair value of the assets held in the investment fund classified
as Level 2 are either priced using quoted prices for identical assets in inactive markets or priced monthly at net asset value
without restrictions on redemption.
The insurance contracts in the preceding table represent the immediate cash surrender value of assets managed by
qualified insurance companies. Autodesk does not have control over the target allocation or visibility of the investment
strategies of those investments. Insurance contracts and investments held by insurance companies made up 42% of total plan
assets as of both January 31, 2016 and January 31, 2015.
2016 Form 10-K 103
Estimated Future Benefit Payments
Estimated benefit payments over the next 10 fiscal years are as follows:
2017
2018
2019
2020
2021
2022-2026
Funding Expectations
$
Pension
Benefits
3.9
3.9
3.7
3.5
3.5
19.1
Our expected required funding for the plans during fiscal 2017 is approximately $4.3 million.
Net Periodic Benefit Cost
The components of net periodic pension cost for the defined benefit pension plans for fiscal 2016, 2015, and 2014 are as
follows:
Service cost for benefits earned during the period
Interest cost on projected benefit obligation
Expected return on plan assets
Amortization of prior service credit
Amortization of loss
Net periodic benefit cost
Amounts Recorded in OCI
Fiscal Year Ended January 31,
2016
2015
2014
$
$
5.7
3.3
(3.9)
(0.1)
1.4
6.4
$
$
4.6
3.9
(4.6)
(0.1)
0.6
4.4
$
$
5.4
1.1
(0.8)
(0.1)
1.0
6.6
The components of other comprehensive income for the defined benefit pension plans before taxes for fiscal 2016, 2015,
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and 2014 are as follows:
Prior service credit for period
Net loss (gain) for period
Amortization of prior service credit
Amortization of net loss
Other comprehensive loss (income)
Amounts Recorded in AOCI
Fiscal Year Ended January 31,
2016
2015
2014
$
$
(2.2) $
9.1
0.1
(1.4)
5.6
$
— $
18.4
0.1
(0.6)
17.9
$
—
(3.9)
0.1
(1.0)
(4.8)
The amounts recorded in accumulated other comprehensive loss before taxes at the end of each period were as follows:
Net prior service credit
Net actuarial loss
Accumulated other comprehensive loss, before tax
2016 Form 10-K 104
Fiscal Year Ended January 31,
2016
2015
$
$
(3.9) $
36.1
32.2
$
(1.8)
28.4
26.6
The estimated amounts that will be amortized from AOCI into net periodic benefit cost over the next fiscal year for the
qualified defined benefit pension plans are as follows:
Amortization of prior service credit
Amortization of the net loss
Total amortization
Assumptions
Pension
Benefits
$
$
(0.1)
1.5
1.4
Weighted average actuarial assumptions used to determine costs for the plans for each period were as follows:
Discount rate
Expected long-term rate of return on plan assets
Rate of compensation increase
Fiscal Year Ended January 31,
2016
2015
2014
3.2%
3.8%
2.2%
3.3%
3.9%
2.2%
2.3%
1.9%
2.2%
The weighted-average expected long-term rate of return for the plan assets is 3.8%. The weighted-average expected long-
term rate of return on plan assets is based on the interest rates guaranteed under the insurance contracts, and the expected rate of
return appropriate for each category of assets weighted for the distribution within the diversified investment fund. The
assumptions used for the plans are based upon customary rates and practices for the location of the plans. Factors such as asset
class allocations, long-term rates of return (actual and expected), and results of periodic asset liability modeling studies are
considered when constructing the long-term rate of return assumption for our defined benefit pension plans.
Weighted average actuarial assumptions used to determine benefit obligations for the plans at the end of each period were
as follows:
Discount rate
Rate of compensation increase
Fiscal Year Ended January 31,
2016
2015
2014
2.2%
2.6%
2.4%
1.2%
2.2%
2.2%
In selecting the appropriate discount rate for the plans, the Company uses country-specific information, adjusted to reflect
the duration of the particular plan. The discount rate was based on highly rated long-term bond indexes and yield curves that
match the duration of the plan’s benefit obligations.
Defined Contribution Plans
Autodesk also provides defined contribution plans in certain foreign countries where required by statute. Autodesk’s
funding policy for foreign defined contribution plans is consistent with the local requirements in each country. Autodesk’s
contributions to these plans were $23.0 million in fiscal 2016, $23.5 million in fiscal 2015, and $22.3 million in fiscal 2014.
Other Plans
In addition, Autodesk offers a non-qualified deferred compensation plan to certain key employees whereby they may
defer a portion (or all) of their annual compensation until retirement or a different date specified by the employee in accordance
with terms of the plan. See Note 6, “Deferred Compensation,” for further discussion.
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15. Restructuring Reserves
During fiscal 2014, the Board of Directors of the Company approved a world-wide restructuring plan in order to re-
balance staffing levels to better align them with the evolving needs of the business. The restructuring plan included a reduction
of approximately 85 positions and the consolidation of four leased facilities, with a total cost of approximately $15.0 million
("Fiscal 2014 Plan"). By July 31, 2014, the personnel and facilities related actions included in this restructuring plan were
substantially complete.
During fiscal 2013, the Board of Directors of the Company approved a world-wide restructuring plan in line with the
Company's strategy, including its continuing shift to cloud and mobile computing ("Fiscal 2013 Plan"). The restructuring plan
resulted in a reduction of approximately 500 positions and the consolidation of eight leased facilities, with an aggregate charge
of $46.2 million to date. By January 31, 2015, the personnel and facilities related actions included in this restructuring plan
were substantially complete.
The following table sets forth the restructuring activities for the fiscal years ended January 31, 2016 and 2015:
Balances,
January 31, 2015
Additions
Payments
Adjustments (1)
Balances,
January 31, 2016
Fiscal 2013 Plan
Lease termination and asset costs
Fiscal 2014 Plan
Lease termination and asset costs
Total
Current portion (2)
Non-current portion (2)
Total
$
$
$
$
0.2
$
— $
(0.1) $
— $
$
1.4
1.6
0.7
0.9
1.6
—
— $
(0.4)
(0.5) $
0.2
0.2
$
$
$
0.1
1.2
1.3
0.8
0.5
1.3
____________________
(1) Adjustments include the impact of foreign currency translation.
(2) The current and non-current portions of the reserve are recorded in the Consolidated Balance Sheets under “Other accrued liabilities”
and “Other liabilities,” respectively.
Balances,
January 31, 2014
Additions
Payments
Adjustments (1)
Balances,
January 31, 2015
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Employee termination costs
Lease termination and asset costs
Fiscal 2014 Plan
Employee termination costs
Lease termination and asset costs
Total
Current portion (2)
Non-current portion (2)
Total
$
$
$
$
$
$
0.1
0.2
3.5
1.3
5.1
4.0
1.1
5.1
— $
0.3
2.5
0.3
3.1
— $
(0.3)
(6.0)
(0.5)
$
(6.8) $
(0.1) $
—
—
0.3
0.2
$
$
$
—
0.2
—
1.4
1.6
0.7
0.9
1.6
_______________
(1) Adjustments include the impact of foreign currency translation.
(2) The current and non-current portions of the reserve are recorded in the Consolidated Balance Sheets under “Other accrued liabilities”
and “Other liabilities,” respectively.
2016 Form 10-K 106
16. Selected Quarterly Financial Information (Unaudited)
Summarized quarterly financial information for fiscal 2016 and 2015 is as follows:
2016
Net revenue
Gross profit
Income (loss) from operations
Provision for income taxes
Net income (loss)
Basic net income (loss) per share
Diluted net income (loss) per share
Income (loss) from operations includes the
following items:
Stock-based compensation expense
Amortization of acquisition related
intangibles
2015
Net revenue
Gross profit
Income from operations
Provision for income taxes
Net income
Basic net income per share
Diluted net income per share
Income from operations includes the
following items:
Stock-based compensation expense
Amortization of acquisition related
intangibles
Restructuring charges, net
$
$
$
$
$
$
$
$
1st quarter
2nd quarter (1)
3rd quarter
4th quarter (2)
Fiscal year
646.5
$
609.5
$
599.8
$
648.3
$
554.7
21.5
(2.7)
19.1
0.08
0.08
516.5
4.3
(269.5)
(268.6)
508.8
(14.8)
(21.3)
(43.8)
553.4
(9.7)
(16.7)
(37.2)
$
$
(1.18) $
(1.18) $
(0.19) $
(0.19) $
(0.17) $
(0.17) $
2,504.1
2,133.4
1.3
(310.2)
(330.5)
(1.46)
(1.46)
50.2
$
40.7
$
50.2
$
56.1
$
197.2
22.4
20.2
19.7
19.9
82.2
1st quarter
2nd quarter
3rd quarter
4th quarter
Fiscal year
592.5
$
637.1
$
618.0
$
664.6
$
513.8
42.2
(7.3)
28.3
0.12
0.12
$
$
549.2
49.9
(11.6)
31.3
0.14
0.13
$
$
532.0
14.6
(0.9)
10.7
0.05
0.05
$
$
575.1
14.0
18.6
11.5
0.05
0.05
$
$
2,512.2
2,170.1
120.7
(1.2)
81.8
0.36
0.35
33.6
$
39.8
$
43.1
$
49.1
$
165.6
23.9
2.3
24.6
0.8
22.6
—
21.9
—
93.0
3.1
____________________
(1) Certain second quarter fiscal 2016 balances have been revised to include the correction of an error identified in the third quarter of
fiscal 2016, resulting in an additional $33.1 million of income tax expense from the previously reported results, primarily related to the
establishment of a valuation allowance. See Note 1, "Business and Summary of Significant Accounting Policies" for further discussion.
(2) Subsequent to furnishing preliminary financial statements on Form 8-K on February 25, 2016 for the three and twelve months ended
January 31, 2016, Autodesk identified a $4.5 million tax adjustment associated with deemed foreign withholding taxes related to non-
permanently reinvested earnings in foreign jurisdictions which have not yet repatriated resulting in changes to the Consolidated
Financial Statements as reflected in this Annual Report on Form 10-K. This non-cash adjustment resulted in an increase to GAAP
diluted loss per share from $(0.15) to $(0.17) for the three months ended January 31, 2016.
17. Subsequent Events (Unaudited)
Following a review of its business, on February 2, 2016, the Board of Directors of the Company approved a world-wide
restructuring plan that includes a reduction in force that will result in the termination of approximately 10% of the Company’s
workforce, or approximately 925 employees, and the consolidation of certain leased facilities. The Company is taking these
actions to accelerate its move to the cloud and its transition to a subscription-based business model. The restructuring is
expected to reduce expenses, streamline the organization, and reallocate resources to align more closely with the company’s
needs going forward. Although the Company is reducing its overall staffing levels in the near term, the Company plans to invest
in key development areas and strategic opportunities.
The Company expects to substantially complete the reduction in force and the facilities consolidation by the end of its
fourth quarter of fiscal 2017 (ending January 31, 2017). The Company anticipates incurring pre-tax restructuring charges of $85
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million to $95 million, substantially all of which would result in cash expenditures, $77 million to $85 million of which would
be for one-time employee termination benefits, and $8 million to $10 million of which would be for facilities-related and other
costs.
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2016 Form 10-K 108
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Autodesk, Inc.
We have audited the accompanying consolidated balance sheets of Autodesk, Inc. as of January 31, 2016 and 2015, and the
related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the
three years in the period ended January 31, 2016. Our audits also included the financial statement schedule listed in the Index at
Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Autodesk, Inc. at January 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each
of the three years in the period ended January 31, 2016, in conformity with U.S. generally accepted accounting principles. Also,
in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Autodesk, Inc.’s internal control over financial reporting as of January 31, 2016, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and
our report dated March 23, 2016 expressed an adverse opinion thereon.
San Francisco, California
March 23, 2016
/s/ ERNST & YOUNG LLP
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Autodesk, Inc.
We have audited Autodesk, Inc.’s internal control over financial reporting as of January 31, 2016, based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) (the COSO criteria). Autodesk, Inc.’s management is responsible for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be
prevented or detected on a timely basis. The following material weakness has been identified and included in management’s
assessment. Management concluded that a material weakness exists in its internal control over financial reporting related to its
controls over the technical review of the reconciliation of the deferred tax accounts and the effective tax rate. We also have
audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
accompanying consolidated balance sheets of Autodesk, Inc. as of January 31, 2016 and 2015, and the related consolidated
statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the
period ended January 31, 2016. This material weakness was considered in determining the nature, timing and extent of audit
tests applied in our audit of the fiscal 2016 financial statements, and this report does not affect our report dated March 23, 2016,
which expressed an unqualified opinion on those financial statements.
In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the
control criteria, Autodesk, Inc. has not maintained effective internal control over financial reporting as of January 31, 2016,
based on the COSO criteria.
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/s/ ERNST & YOUNG LLP
San Francisco, California
March 23, 2016
2016 Form 10-K 110
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in our Exchange Act reports is (i) recorded, processed, summarized and reported within the
time periods specified in the rules of the Securities and Exchange Commission, and (ii) accumulated and communicated to
Autodesk management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures
as of the end of the period covered by this Annual Report on Form 10-K. Based upon this evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of
January 31, 2016 for reasons described below.
However, corrective actions have been initiated to address the internal control weakness as described below under the
section "Remediation Efforts with Respect to Material Weakness".
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness
of our internal control over financial reporting as of January 31, 2016. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal
Control—Integrated Framework. Our management, including our Chief Executive Officer and Chief Financial Officer, does not
expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all
errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within Autodesk have been detected.
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During the year ended January 31, 2016, our management has concluded our internal control over financial reporting was
not effective 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 due to the material weakness
discussed in further detail below. Our independent registered public accounting firm, Ernst & Young, LLP, has issued an audit
report on our internal control over financial reporting, which is included in Item 8 herein.
In connection with the preparation of our Condensed Consolidated Financial Statements for the fiscal quarter ended
October 31, 2015, our management concluded that a material weakness exists in our internal control over financial reporting
related to our controls over the technical review of our reconciliation of our deferred tax accounts and the effective tax rate. A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or
detected on a timely basis.
We have performed additional analyses and other procedures to enable management to conclude that, notwithstanding the
existence of the material weakness described above, the consolidated financial statements included in this Form 10-K present
fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in
conformity with GAAP.
2016 Form 10-K 111
Remediation Efforts with Respect to Material Weakness
Management initiated remediation plans including the following:
•
•
•
•
enhancing our technical accounting review for complex income tax considerations;
enhancing our income tax controls to include specific activities to ensure proper classification of deferred taxes;
supplementing our accounting and tax professionals with the engagement of an internationally recognized accounting
firm to assist us in the technical review regarding the application of tax rules around deferred tax assets and liabilities;
and
assessed and reorganized the structure of our tax function to enhance the level of documentation, technical oversight,
and review.
Management will continue to enhance its controls to include refinements and improvements to certain controls over the
accounting for income taxes. The Company’s enhanced controls will continue to evolve and have not had a sufficient period of
time to operate for management to conclude that they were operating effectively. Management believes the foregoing efforts
will effectively remediate the material weakness.
Changes in Internal Control Over Financial Reporting
Other than with respect to the remediation efforts described above, there were no changes in our internal controls over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during
the quarter ended January 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
ITEM 9B.
OTHER INFORMATION
None.
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2016 Form 10-K 112
PART III
Certain information required by Part III is omitted from this Annual Report because we intend to file a definitive proxy
statement pursuant to Regulation 14A for our Annual Meeting of Stockholders not later than 120 days after the end of the fiscal
year covered by this Annual Report (the “Proxy Statement”) and certain information included therein is incorporated herein by
reference. Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by
reference.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated herein by reference to the sections entitled “Proposal One—
Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance” in our
Proxy Statement.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information as of March 23, 2016 regarding our executive officers.
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Name
Carl Bass
R. Scott Herren
Andrew Anagnost
Jan Becker
Steve M. Blum
Pascal W. Di Fronzo
Amar Hanspal
Age
Position
58
54
51
63
51
51
52
President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
Senior Vice President, Industry Strategy and Marketing
Senior Vice President, Human Resources and Corporate Real Estate
Senior Vice President, Worldwide Sales and Services
Senior Vice President, General Counsel and Secretary
Senior Vice President, Autodesk Product Group
Carl Bass joined Autodesk in September 1993 and has served as President and Chief Executive Officer since May 2006.
Mr. Bass served as Interim Chief Financial Officer from August 2014 to November 2014 and August 2008 to April 2009. From
June 2004 to April 2006, Mr. Bass served as Chief Operating Officer. From February 2002 to June 2004, Mr. Bass served as
Senior Executive Vice President, Design Solutions Group. From August 2001 to February 2002, Mr. Bass served as Executive
Vice President, Emerging Business and Chief Strategy Officer. From June 1999 to July 2001, he served as President and Chief
Executive Officer of Buzzsaw.com, Inc., a spin-off from Autodesk. Mr. Bass has also held other executive positions within
Autodesk. Mr. Bass served on the boards of directors of McAfee, Inc. from January 2008 until it was acquired by Intel
Corporation in February 2011 and E2open, Inc. from July 2011 until it was acquired by Insight Venture Partners in April 2014.
Mr. Bass has served on the boards of directors of Autodesk, Inc. since January 2006, HP, Inc. since November 2015 and
Zendesk, Inc. since February 2016.
R. Scott Herren joined Autodesk in November 2014 and serves as Senior Vice President and Chief Financial Officer.
Prior to joining Autodesk, Mr. Herren was the Senior Vice President of Finance for Citrix Systems, Inc. from September 2011
to October 2014 where he led the company’s finance, accounting, tax, treasury, investor relations, real estate, and facilities
teams. From March 2000 to September 2011, Mr. Herren held a variety of leadership positions at Citrix including Vice
President and Managing Director for EMEA and Vice President and General Manager of the Virtualization Systems Group.
Prior to Citrix, Mr. Herren served at FedEx Corporation as Vice President, Financial Planning. Prior to FedEx, he spent 13 years
at International Business Machines Corporation in senior financial positions.
Andrew Anagnost joined Autodesk in September 1997 and has served as our Senior Vice President, Industry Strategy &
Marketing since March 2012. From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web
Services. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division
from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at Autodesk. Prior to
joining Autodesk, Dr. Anagnost held various engineering, sales, marketing and product management positions at Lockheed
Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames
Research Center.
2016 Form 10-K 113
Jan Becker joined Autodesk in September 1992 and has served as Senior Vice President, Human Resources and
Corporate Real Estate since June 2000. Ms. Becker previously served in other capacities in the Human Resources Department
at Autodesk. Prior to joining Autodesk, Ms. Becker held a variety of senior management positions at Sun Microsystems. Prior
to Sun Microsystems, Ms. Becker worked both domestically and internationally at a number of high-tech organizations,
including Activision, Digital Equipment Corporation, and Hewlett-Packard Company.
Steven M. Blum joined Autodesk in January 2003 and has served as Senior Vice President, Worldwide Sales and Services
since February 2011. From January 2003 to February 2011, he served as Senior Vice President of Americas Sales. Prior to this
position, Blum was Executive Vice President of Sales and Account Management for Parago, Inc. Blum also held positions at
Mentor Graphics, most recently serving as Vice President of America's sales. Before joining Mentor Graphics, he held
engineering and sales positions at NCR Corporation and Advanced Micro Devices.
Pascal W. Di Fronzo joined Autodesk in June 1998 and has served as Senior Vice President, General Counsel and
Secretary since March 2007. From March 2006 to March 2007, Mr. Di Fronzo served as Vice President, General Counsel and
Secretary, and served as Vice President, Assistant General Counsel and Assistant Secretary from March 2005 through March
2006. Previously, Mr. Di Fronzo served in other business and legal capacities in our Legal Department. Prior to joining
Autodesk, he advised high technology and emerging growth companies on business and intellectual property transactions and
litigation while in private practice.
Amar Hanspal joined Autodesk in June 1987 and has served as our Senior Vice President, Autodesk Product Group since
November 2015. From February 2012 to November 2015, Mr. Hanspal served as Senior Vice President, Information Modeling
& Platform Product Group. Prior to this position, Mr. Hanspal served as Senior Vice President, Platform Solutions and
Emerging Business from January 2007 to February 2012 and as Vice President of Autodesk Collaboration Solutions from
January 2003 to January 2007. Previously, Mr. Hanspal held other executive and non-executive positions at Autodesk.
There is no family relationship among any of our directors or executive officers.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the section entitled "Corporate Governance"
and “Executive Compensation,” in our Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference to the section entitled “Security Ownership of
Certain Beneficial Owners and Management,” and “Executive Compensation—Equity Compensation Plan Information” in our
Proxy Statement.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated herein by reference to the section entitled “Certain Relationships
and Related Party Transactions” and “Corporate Governance—Independence of the Board of Directors” in our Proxy
Statement.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated herein by reference to the sections entitled “Proposal Two—
Ratification of the Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement.
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2016 Form 10-K 114
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
PART IV
1. Financial Statements: The information concerning Autodesk’s financial statements, and Report of Ernst & Young
LLP, Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to
the section of this Report in Item 8, entitled “Financial Statements and Supplementary Data.”
2. Financial Statement Schedule: The following financial statement schedule of Autodesk, Inc., for the fiscal years
ended January 31, 2016, 2015, and 2014, is filed as part of this Report and should be read in conjunction with the
Consolidated Financial Statements of Autodesk, Inc.:
Schedule II Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are not applicable or are not required or the information
required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits: See Item 15(b) below. We have filed, or incorporated into this Report by reference, the exhibits listed on
the accompanying Index to Exhibits immediately following the signature page of this Form 10-K.
(b) Exhibits:
We have filed, or incorporated into the Report by reference, the exhibits listed on the accompanying Index to
Exhibits immediately following the signature page of this Form 10-K.
(c) Financial Statement Schedules: See Item 15(a), above.
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2016 Form 10-K 115
ITEM 15(A)(2) FINANCIAL STATEMENT SCHEDULE II
Description
Fiscal Year Ended January 31, 2016
Allowance for doubtful accounts
Product returns reserves
Partner Program reserves (1)
Restructuring
Fiscal Year Ended January 31, 2015
Allowance for doubtful accounts
Product returns reserves
Partner Program reserves (1)
Restructuring
Fiscal Year Ended January 31, 2014
Allowance for doubtful accounts
Product returns reserves
Partner Program reserves (1)
Restructuring
Balance at
Beginning
of Fiscal Year
Additions
Charged to
Costs and
Expenses or
Revenues
Deductions
and
Write-Offs
Balance at
End of Fiscal Year
$
$
$
$
$
$
6.3
2.6
36.5
1.6
4.9
4.0
38.4
5.6
5.6
4.9
48.3
8.9
(in millions)
2.3
$
1.0
$
10.4
267.4
—
11.4
258.7
0.3
1.6
$
0.2
$
17.4
237.3
3.2
18.8
239.2
7.2
1.3
$
2.0
$
23.1
278.6
12.8
24.0
288.5
16.1
7.6
1.6
45.2
1.3
6.3
2.6
36.5
1.6
4.9
4.0
38.4
5.6
____________________
(1) The partner program reserves balance impacts "Accounts receivable, net" and "Accounts payable" on the accompanying Consolidated
Balance Sheets.
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2016 Form 10-K 116
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated:
March 23, 2016
AUTODESK, INC.
By:
/s/ CARL BASS
Carl Bass
President and Chief Executive Officer
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2016 Form 10-K 117
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Carl Bass and R. Scott Herren each as his or her attorney-in-fact, each with the power of substitution, for him or her in
any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities as of March 23, 2016.
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2016 Form 10-K 118
Signature
/s/ CARL BASS
Carl Bass
/s/ R. SCOTT HERREN
R. Scott Herren
/s/ PAUL UNDERWOOD
Paul Underwood
/s/ CRAWFORD W. BEVERIDGE
Crawford W. Beveridge
Jeff Clarke
/s/ J. HALLAM DAWSON
J. Hallam Dawson
Scott Ferguson
/s/ THOMAS GEORGENS
Thomas Georgens
/s/ PER-KRISTIAN HALVORSEN
Per-Kristian Halvorsen
Rick Hill
/s/ MARY T. MCDOWELL
Mary T. McDowell
/s/ LORRIE M. NORRINGTON
Lorrie M. Norrington
/s/ ELIZABETH RAFAEL
Elizabeth Rafael
/s/ STACY J. SMITH
Stacy J. Smith
/s/ STEVEN M. WEST
Steven M. West
Title
President and Chief Executive Officer
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Vice President and Controller
(Principal Accounting Officer)
Director
(Non-executive Chairman of the Board)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
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2016 Form 10-K 119
Exhibit No.
Description
Index to Exhibits
3.1
3.2
4.1
4.2
4.3
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006, file no. 000-14338)
Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current
Report on Form 8-K filed on March 11, 2016)
Indenture dated December 13, 2012, by and between Autodesk, Inc. and U.S. Bank National Association (incorporated
by reference to Exhibit 4.1 filed with the Registrant's Current Report on Form 8-K filed on December 13, 2012)
First Supplemental Indenture (including Form of Notes) dated December 13, 2012, by and between Autodesk, Inc. and
U.S. Bank National Association. (incorporated by reference to Exhibit 4.2 filed with the Registrant's Current Report on
Form 8-K filed on December 13, 2012)
Second Supplemental Indenture (including Form of Notes), dated June 5, 2015, by and between Autodesk, Inc. and U.S.
Bank National Association. (incorporated by reference from Exhibit 4.1 of the Registrant's Current Report on Form 8-K
filed on June 8, 2015)
Description of Registrant's Performance Stock Unit Program (incorporated by reference to Item 5.02 of the Registrant's
Current Report on Form 8-K filed on March 17, 2015)
Description of Registrant's Sales Commission Plan (incorporated by reference to Item 5.02 of the Registrant's Current
Report on Form 8-K filed on March 17, 2015)
Registrant’s 1998 Employee Qualified Stock Purchase Plan, as amended on June 10, 2010 (incorporated by reference to
Exhibit 10.3 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2013)
Registrant’s 1998 Employee Qualified Stock Purchase Plan Forms of Agreement (incorporated by reference to Exhibit
10.2 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005)
Registrant’s 1998 Employee Qualified Stock Purchase Plan Form of Agreement (non-U.S. Employees) (incorporated by
reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
2014)
Registrant’s 2000 Directors’ Option Plan, as amended (incorporated by reference to Exhibit 10.3 filed with the
Registrant’s Current Report on Form 8-K filed on June 18, 2008)
Registrant’s 2000 Directors’ Option Plan Forms of Agreements (incorporated by reference to Exhibit 10.2 filed with the
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008)
Registrant’s 2008 Employee Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.2 filed with
the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010)
Registrant’s 2008 Employee Stock Plan Forms of Agreement (incorporated by reference to Exhibit 10.1 filed with the
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008)
Registrant’s 2008 Employee Stock Plan Form of Agreement (incorporated by reference to Exhibit 10.1 filed with the
Registrant’s Current Report on Form 8-K filed on February 6, 2009)
Registrant’s 2008 Employee Stock Plan Forms of Restricted Stock Unit Agreements (incorporated by reference to
Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K filed on June 18, 2008)
Registrant’s 2008 Employee Stock Plan Forms of Agreement (non-U.S. Employees) (incorporated by reference to
Exhibit 10.14 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009)
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2016 Form 10-K 120
Exhibit No.
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
10.30*
Description
Registrant's 2012 Employee Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.1 filed with
the Registrant's Current Report on Form 8-K filed on June 11, 2015)
Registrant's 2012 Employee Stock Plan Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit
10.3 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2
filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (non-U.S. Employees) (incorporated by
reference to Exhibit 10.4 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
Amendments to certain stock option agreements (incorporated by reference to Exhibit 10.16 filed with the Registrant’s
Annual Report on Form 10-K for the fiscal year ended January 31, 2009)
Registrant’s 2010 Outside Directors’ Stock Plan (incorporated by reference to Exhibit 10.1 filed with the Registrant’s
Current Report on Form 8-K filed on June 16, 2009)
Registrant’s 2010 Outside Directors’ Stock Plan Form of Stock Option Agreement (incorporated by reference to
Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on March 31, 2010)
Registrant’s 2010 Outside Directors’ Stock Plan Form of Restricted Stock Award Agreement (incorporated by reference
to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K filed on March 31, 2010)
Registrant's 2012 Outside Directors' Stock Plan, as amended and restated (filed herewith)
Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement (incorporated by reference to
Exhibit 10.5 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
Registrant’s Executive Incentive Plan, as amended and restated (filed herewith)
Registrant’s 2005 Non-Qualified Deferred Compensation Plan, as amended and restated, effective as of January 1, 2010
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 2009)
Participants, target awards and payout formulas for fiscal year 2016 under the Registrant's Executive Incentive Plan
(incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K filed on March 17, 2015)
Executive Change in Control Program, as amended and restated (incorporated by reference to Exhibit 10.1 filed with the
Registrant’s Current report on Form 8-K filed on September 23, 2013)
Sub-Plan of the Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, as amended and restated (incorporated by
reference to Exhibit 10.2 filed with the Registrant’s Form 10-Q for the fiscal quarter ended July 31, 2014)
Form of Indemnification Agreement executed by Autodesk and each of its officers and directors (incorporated by
reference to Exhibit 10.8 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31,
2005)
Third Amended and Restated Employment Agreement between Registrant and Carl Bass dated March 21, 2013
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on March 25,
2013)
R. Scott Herren Offer Letter dated September 23, 2014 (incorporated by reference to Exhibit 10.1 filed with the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014)
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2016 Form 10-K 121
Exhibit No.
10.31*
10.32*
10.33
10.34
10.35
21.1
23.1
24.1
31.1
31.2
32.1†
Description
Registrant’s Equity Incentive Deferral Plan as amended and restated effective as of June 12, 2008 (incorporated by
reference to Exhibit 10.4 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
2008)
Amendment to Registrant's Equity Incentive Deferral Plan effective as of February 17, 2012 (incorporated by reference
to Exhibit 10.37 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2012)
Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as amended
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 2004)
Fourth Amendment to Lease between Registrant and the J.H.S. Holdings L.P. for 111 McInnis Parkway, San Rafael, CA
(incorporated by reference to Exhibit 10.30 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year
ended January 31, 2010)
Amended and Restated Credit Agreement, dated as of May 29, 2015, by and among the Registrant, the lenders from time
to time party thereto and Citibank, N.A., as agent (incorporated by reference to Exhibit 10.1 filed with the Registrant's
Current Report on Form 8-K filed on May 29, 2015)
List of Subsidiaries (filed herewith)
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed herewith)
Power of Attorney (contained in the signature page to this Annual Report)
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed
herewith)
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed
herewith)
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
101.INS ††
XBRL Instance Document
101.SCH ††
101.CAL ††
101.DEF ††
101.LAB ††
101.PRE ††
XBRL Taxonomy Extension Schema
XBRL Taxonomy Extension Calculation Linkbase
XBRL Taxonomy Extension Definition Linkbase
XBRL Taxonomy Extension Label Linkbase
XBRL Taxonomy Extension Presentation Linkbase
____________________
*
†
Denotes a management contract or compensatory plan or arrangement.
The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities
and Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K,
irrespective of any general incorporation language contained in such filing.
†† The financial information contained in these XBRL documents is unaudited.
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2016 Form 10-K 122
Board of Directors
Company Executive Officers
Corporate Headquarters
Carl Bass
President and Chief Executive Officer,
Autodesk, Inc.
Crawford W. Beveridge
non-Executive Chairman of the Board,
Autodesk, Inc.
Jeff Clarke
*
J. Hallam Dawson
Scott Ferguson
Thomas Georgens
Per-Kristian Halvorsen
*
Richard S. Hill
Mary T. McDowell
Lorrie M. Norrington
Betsy Rafael
Stacy J. Smith
Steven M. West
Carl Bass
President and Chief Executive Officer
Andrew Anagnost
Senior Vice President, Industry
Strategy and Marketing
Jan Becker
Senior Vice President, Human
Resources and Corporate Real Estate
Steven M. Blum
Senior Vice President, Worldwide
Sales and Services
Amar Hanspal
Senior Vice President, Autodesk
Product Group
Pascal W. Di Fronzo
Senior Vice President, General
Counsel and Secretary
R. Scott Herren
Senior Vice President and Chief
Financial Officer
Worldwide Headquarters
Autodesk, Inc.
111 McInnis Parkway
San Rafael, CA 94903
USA
Asia Pacific Headquarters
Autodesk Asia Pte Ltd
3 Fusionopolis Way
#10-21 Symbiosis
Singapore 138633
Singapore
European Headquarters
Autodesk Development Sàrl
Rue du Puits-Godet 6
Case Postale 35
2002 Neuchâtel
Switzerland
Legal Counsel
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
USA
Transfer Agent
Computershare Trust Company N.A.
350 Indiana Street, Suite 750
Golden, CO 80401
USA
Independent Registered Public
Accounting Firm
Ernst & Young, LLP
560 Mission Street, Suite 1600
San Francisco, CA 94105
USA
Notice of Annual Meeting
Held at Autodesk, Inc.’s San Francisco office at The Landmark at One Market Street, 2nd Floor, San Francisco, California, USA,
June 15, 2016, 3:00 p.m. Pacific time.
Investor Relations
For more information, including copies of this annual report free of charge, write to us at: Investor Relations, Autodesk, Inc., 111
McInnis Parkway, San Rafael, CA 94903, USA; Phone us at +1-415-507-6705; email us at investor.relations@autodesk.com; or visit
our website at: www.autodesk.com.
* Messrs. Dawson and Halvorsen have notified the Board of Directors that they will not stand for reelection at the Annual Meeting.
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FISCAL YEAR
2016
Annual Report
Notice of annual meeting and
proxy statement
Autodesk, Inc., 111 McInnis Parkway, San Rafael, CA 94903
Autodesk is a registered trademark or trademark of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries.
All other brand names, product names, or trademarks belong to their respective holders. Autodesk reserves the right to alter product and
services offerings, and specifications and pricing at any time without notice, and is not responsible for typographical or graphical errors that
may appear in this document.
©
2 016
Autodesk, Inc. All rights reserved.
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