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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 19971998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-14338
AUTODESK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2819853
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
111 MCINNIS PARKWAY, SAN RAFAEL, CALIFORNIA 94903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 507-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B)12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G)12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on April 21,
19971998 as reported on the Nasdaq National Market, was approximately
$1,117,000,000.$1,808,000,000. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock 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 April 21, 1997,1998, Registrant had outstanding 47,660,00046,755,000 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended January
31, 19971998 are incorporated by reference into Parts II and IV. Portions of the
Proxy Statement for Registrant's 19971998 Annual Meeting of Stockholders to be held
June 26, 199725, 1998 are incorporated by reference in Part III.
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PART I
FORWARD LOOKINGFORWARD-LOOKING INFORMATION
The forward-looking statements included in this report, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
the forward-looking statements included herein as a result of a number of
factors, including but not limited to those discussed in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
incorporated by reference to pages 2422 through 32 of the Company's 19971998 Annual
Report to Stockholders.
ITEM 1. BUSINESS
GENERAL
Autodesk, Inc. ("Autodesk" or the "Company") is a leaderwas incorporated in California
in 1982 and was reincorporated in Delaware in May 1994. The Company's
two-dimensional ("2D") and three-dimensional ("3D") products are used across
industries and in the developmenthome for architectural design, mechanical design, spatial
data management and marketing of designmapping, animation, and drafting software and multimedia tools, primarily
for the business and professional environment.visualization applications. The
Company's flagship product, AutoCAD,AutoCAD/R/, is one of the world's leading
computer-aided design ("CAD") tools, with an installed base of more than 1.61.9
million units worldwide. The Company's software products are sold worldwide,
primarily through a network of dealers and distributors.
In February 1995, the Company realigned its internal marketing and
development organizations around the five key market groups that most closely match
Autodesk's customer base. During fiscal year 1998, the Company defined a new
market group, the Personal Solutions Group ("PSG"), whose products are targeted
to individual users as well as professionals. Each market group incorporates
product development, quality assurance, technical publications, and product
industry marketing. TheseThe Company's market groups are discussed below.
Architecture, Engineering, and Construction ("AEC"). The architecture,
--------------------------------------------------
engineering, construction, and facilities management industries utilize software
from the Company and third-party developers to manage every phase of a
building's life cycle--from conceptual design through construction, maintenance,
and renovation. CAD is an integral part of today's building design and
construction process. TheDuring fiscal year 1998, the Company believes that the majority ofexpanded its CAD sales
are directed toproduct
offerings for the AEC industry.Market Group by acquiring Softdesk, Inc. in March 1997.
AEC products include AutoCAD + S8 Architectural Suite, Softdesk/R/ 8 AEC Tools,
and AEC Professional Suite.
Mechanical Computer-Aided Design ("MCAD"). The Company's Mechanical CAD
-----------------------------------------
Market Group is dedicated to providing mechanical engineers, designers, and
drafters with advanced, value-based software solutions that helpare designed to
solve their professional design challenges. Autodesk's premier MCAD products includeproduct is
Mechanical Desktop, AutoCAD Designer, and AutoSurf software.Desktop/R/.
Geographic Information Systems ("GIS"). The Company's GIS Market Group
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strategy is to provide easy-to-use mapping and GIS technology to help businesses
and governments manage their assets and infrastructure. The GIS Market Group is
assisting automated mapping/facilities managers, as well as GIS and CAD users,
to share mapping, GIS, and associated information in a corporate environment.
The Company's current GIS products include AutoCAD Map,Map/R/, Autodesk
MapGuide,MapGuide/TM/, and AutoCAD Data ExtensionAutodesk World/TM/.
Personal Solutions Group ("ADE"PSG").
Data Management ("DM"). The Data ManagementPSG Market Group develops easy-to-use,
affordable tools for professionals, occasional users, or consumers who design,
draft, and ----------------------
marketsdiagram, thus expanding the Company's traditional customer base of
architects and engineers. PSG products that allow users to organize, access, share, view,include AutoCAD LT/R/, AutoSketch/R/, and
manage
design-related information. DM products offered by the Company include
WorkCenter and Autodesk View.
Kinetix.Picture This Home!/R/ Kitchen & Bath.
Kinetix/R/ The Kinetix division of Autodesk (formerly Autodesk's Multimedia
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Market Group) is devoted to bringing powerful
3D content-creation software to computer-industry professionals focused on film,two
markets: entertainment (film, broadcast video, and interactive games,games) and design
conceptualization and visualization. Products offered by this market group includeKinetix provides two core platform
products--3D Studio MAX/R/ and 3D Studio MAX, 3D Studio, and AutoVision.
In addition to the fiveVIZ/TM/, that specifically focus on
these markets.
1
PRODUCTS
The Company has aligned its market groups discussed above,into three segments: the Company has an
Advanced Products Group ("APG") which focuses on business opportunities adjacent
toDesign
Solutions segment (which includes the AEC, MCAD, and outside of Autodesk's originalGIS market of designgroups, as well
as AutoCAD products), the Personal Solutions segment, and drafting
professionals. The goal of APG is to expand Autodesk's traditional customer base
of architects and engineers by, for example, creating products for individuals
in associated trades, such as landscaping and interior design. The first in a
series of APG retail products, Picture This Home! Kitchen, was launched in
January 1997.
2
RECENT DEVELOPMENTS
In March 1997, the Company exchanged approximately 2.9 million shares of its
common stock for all of the outstanding shares of Softdesk, Inc. ("Softdesk"), a
leading supplier of AEC software. To assist in the allocation of the purchase
price, an independent valuation of Softdesk is being completed. The Company
expects that it will allocate approximately $45 to $55 million to in-process
research and development and charge this amount to operations in the first
quarter of fiscal year 1998. The Company also expects to incur an additional
significant charge to operations, which is currently expected to be $3 million
to $4 million, to reflect costs associated with integrating the two companies.
Costs generally associated with this type of integration that may be incurred by
the Company include the write-off of capitalized software, closing of excess
facilities, and disposition of excess equipment. There can be no assurance that
Autodesk will not incur additional charges to reflect costs associated with this
merger or that management will be successful in its efforts to integrate the
operations of the two companies. Failure to effectively accomplish the
integration of the operations of the Company and Softdesk would have a material
adverse effect on Autodesk's business, consolidated results of operations and
financial condition. Moreover, uncertainty in the marketplace or customer
hesitation relating to the Softdesk merger could negatively affect the Company's
business, results of operations, and financial condition.
PRODUCTSKinetix (the
multimedia segment). The Company's primary CAD software products include AutoCAD and AutoCAD LT.
AutoCAD
- -------Design Solutions segment includes the
following products:
AutoCAD/R/
AutoCAD software is a general-purpose CAD tool used independently and in
conjunction with specific applications designed to work with AutoCAD in fields
ranging from architecture and mechanical design to plant design and mapping.
Professionals utilize AutoCAD for design, modeling, drafting, mapping,
rendering, and management tasks. The most current version, AutoCAD Release 13,
was introduced in November 1994. AutoCAD runs on MS-DOS, WindowsMS-DOS/R/, Windows/R/ 95,
Windows NTNT/R/ for both Intel and Alpha, Windows 3.1, and certain UNIX-based
platforms (Sun Solaris, HP-UX, Silicon Graphics IRIX, and IBM AIX). The installed base of
AutoCAD exceeds 1.6 million units. Because
AutoCAD software's DWG files are portable across many platforms and operating
systems, it is a viable solution for customers with multiple computer systems
who need to exchange drawing files in such an environment.
AdvancedThe most current version, AutoCAD functionalityRelease 14, was introduced in May 1997.
Built for speed and efficiency, AutoCAD Release 14 includes a comprehensive 2D and 3D drafting
feature set. AutoCAD also has integrated 3D solid modeling, rendering, extensive
2D geometryenhancements in
areas that most influence productivity, including: precision drawing tools such
as NURBS (nonuniform rational B-spline) surfaces,AutoSnap/TM/, data-sharing features like raster image and constraints, associative hatching, streamlined dimensioning,reference file
clipping, photorealistic rendering, solid fills, and text editing
with a built-in spell checker.TrueType fonts.
2
AutoCAD software's open-system architecture allows users to adapt AutoCAD
to unique professional requirements with any of more than 5,000 independently
developed add-on applications. IndependentMany of these applications are based on
ObjectARX/TM/ technology, a new generation of C++-based application developers can use theprogramming
interfaces ("APIs"). ObjectARX-based applications utilize AutoCAD Runtime Extension ("ARX") programming environment to take advantage of
the rearchitected core technology contained in AutoCAD Release 13, which
incorporatessoftware's
object-oriented programming to provide a foundation for the
development of custom, market-specific applications.capabilities.
Sales of AutoCAD and AutoCAD updatesupgrades accounted for approximately 70
percent of Autodesk's revenues in fiscal yearyears 1998 and 1997 as compared to
approximately 80 percent in fiscal years 1996 and 1995. The Company currently anticipates that
the next release of AutoCAD will begin shipping in the second quarter ofyear 1996. During fiscal year 1998.
Autodesk is committed1998,
approximately 244,000 new AutoCAD licenses were added worldwide, compared to
enhancing AutoCAD software's core technology while
at the same time extending Autodesk's reach with complementary products of
varying price207,000 licenses and functionality, some of which are described below.
3
AutoCAD LT
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AutoCAD LT for the Windows 3.1233,000 licenses added during fiscal years 1997 and Windows 95 operating systems is a
low-cost CAD package offering a wide range of 2D and basic 3D drafting
capabilities. With an installed base of more than 450,000 seats, AutoCAD LT is
intended for CAD managers, designers, and engineers who need a powerful,
stand-alone CAD tool, but who do not require the advanced feature set in
AutoCAD. AutoCAD LT software contains an extensive 2D drafting toolset as well
as 3D lines and polylines with quick shading and hidden-line removal. Other
features include Aerial View for panning and zooming and Paper Space for
scaling, annotating, and assembling multiple drawing views before plotting.
Operating in the Windows environment with pull-down menus, customizable toolbar,
toolbox, menus, and scripts, as well as dialog boxes and icons, AutoCAD LT is
easy to learn and use. It supports the Windows Clipboard, as well as Object
Linking and Embedding, which allows users to link AutoCAD LT drawings to other
Windows applications such as Microsoft Word or Excel. AutoCAD LT for Windows 95
has complete data compatibility with AutoCAD Release 13, which allows the
exchange of drawings without requiring translation, ensuring greater speed and
accuracy.
AutoSketch
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AutoSketch for Windows is a low-cost, entry-level 2D drafting package that
can be used for creating technical diagrams, architectural layouts, electrical
drawings, mechanical plans, information graphics, and presentations. AutoSketch
offers easy tool customization; 13 library packs with more than 2,000 predrawn
symbols; extensive editing capabilities; double-precision geometry; and the
ability to write DWG files for AutoCAD and AutoCAD LT users.
AutoCAD1996,
respectively.
AutoCAD/R/ OEM
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AutoCAD OEM ("Original Equipment Manufacturer") for Windows-based operating
systems is a selectively licensed CAD engine offering a complete
application-development environment for creating and delivering targeted or
niche solutions with scaled feature sets. It is for developers, system
integrators, and commercial software developers who require an embeddable CAD
system which gives them the ability to scale and control the application feature
set. AutoCAD OEM provides developers with a complete toolkit of AutoCAD features
and application programming interfaces ("API's")APIs including object-oriented ARXObjectARX capabilities, a full suite of drawing and editing
functions as well as AutoLISP,AutoLISP/R/, a LISP API, and the AutoCAD Development
System,System/R/, a C programming interface. These capabilities enable development of
new products for new markets untapped by traditional CAD products and solutions.
Autodesk's MCAD products include Mechanical Desktop and the Autodesk
Mechanical Library, which are discussed below.
Mechanical Desktop
- ------------------Desktop/R/
Mechanical Desktop software is an integrated software application that
unites advanced 2D and 3D mechanical design capabilities for PCs. The Mechanical
Desktop contains integrated modules for fully parametric feature-based solid
modeling, surface modeling, and assembly modeling; 2D design/drafting and
bidirectional associative drafting; as well as thea built-in Autodesk IGES
Translator, for AutoCAD
Release 13, which enables users to accurately and efficiently exchange all
versions of IGES (Initial Graphics
Exchange Specification)-formatted files. data with other systems. Mechanical Desktop Release 1.22.0,
which was released in MarchDecember 1997, includes an Express User Interface,
featuring a context-sensitive menu structure,
Edit-in-Place assembly functionality, in which individual components can be
edited or created directly in the context of their targeted assemblies as well
asand improved integration with the
Company's WorkCenter,AutoCAD Release 14 for mechanical drafting, and 3D Studio Autodesk ViewMAX for 3D
photorealistic rendering and AutoCAD software products.animation. Advanced ordinate dimensioning, editing
and display of crosshatch patterns, surface scaling, section view, and
associative bill-of-materials generation are among the features included in the
relatedlatest release of Mechanical Desktop software.
4
Autodesk Mechanical Library
- ---------------------------
Available on CD-ROM via a regularly updated subscription service from
Autodesk Data Publishing, the Autodesk Mechanical Library currently consists of
two titles: PartSpec and MaterialSpec. PartSpec contains more than 500,000 parts
from over 70 manufacturers and MaterialSpec contains more than 25,000 material
types. Sophisticated search capabilities allow users to search the PartSpec
database by product, manufacturer, part number or performance specifications.
Once a part is located, users can insert a part drawing directly into an AutoCAD drawing. PartSpec and the Mechanical Library also seamlessly integrate with the
Autodesk Mechanical Desktop.
Autodesk's GIS Market Group offers a family of GIS products, tools, and
developer programs to address the unique requirements of customers who use
geographic information. These products are discussed below.
AutoCAD Map
- -----------Map/R/
AutoCAD Map software is the first AutoCAD-based automated-mapping product
for professional planners, utility managers, and technicians who create and
maintain their own maps.maps and use their data for engineering-based analysis and
planning. Built with AutoCAD software, AutoCAD Map focuses on five key areas:
digital map creation, analysis, maintenance of up-to-date maps, data exchange,
and publishing. The application programming interface ("API")API in AutoCAD Map lets developers build vertical
applications for industries such as telecommunications, utilities, oil and gas,
state and local government, and natural resource and environmental engineering.
AutoCAD Map also contains the
object-oriented power of ARX, a C++ application development environment that
allows custom applications to operate directly within the AutoCAD Release 13
system architecture. As a result, more than 75 developers are providing
applications for the AutoCAD Map platform.
MapGuide
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Released in October 1996,ObjectARX capabilities.
Autodesk MapGuide/TM/
MapGuide is a Web-based GIS technology that letsis designed to allow corporate
customers and developers to use the Internet and business intranets to rapidly
deploy decision support systems with a geographic information systems that support live updates of maps and
data.component. Suited for a wide
range of users--from GIS professionals to the casual computer user--MapGuide
software lets business and government organizations use
the Internetenables users to access and query digital maps and permits users to
display and analyze geographic data for applications that include tracking
customers, allocating resources, and managing facilities infrastructure.
3
Autodesk World/TM/
Autodesk World allows for the management of geographic-based data. It
offers capture, edit, analysis, integration, and infrastructure.
AutoCAD Data Extension
- ----------------------
AutoCAD Data Extensionpresentation functionality for
spatial data, including raster, vector (CAD and GIS), and attributes. It also
includes Object Linking and Embedding ("ADE"OLE") software is an add-on program that
incorporates AutoCAD drawings with database records and other documents into one
integrated environment. The graphical information created with ADE, which allows users to locate data within alink
drawings to other Windows applications such as Microsoft/R/ Word or Excel,
application programming interfaces, and an integrated Visual Basic for
Applications 5.0 scripting environment for easy customization and application
development.
AEC Professional Suite
Autodesk AEC Professional Suite 2.0, introduced in June 1997, is an
integrated set of design tools created for professionals in the fields of
Architecture, Engineering, Construction, Facility Management, and Plant Design
and Management. It includes AutoCAD drawings based upon entity location;
propertiesRelease 14 software, specialized AEC AutoCAD
enhancements, Architectural Symbols, Autodesk WalkThrough/TM/, DesignBlocks/R/,
and Autodesk View/R/. The AEC Professional Suite Release 2.0 serves a variety of
needs of the AEC professional via improved customization and ease-of-use,
integration of visualization tools into the design process and CAD applications,
access to standard manufacturer data, and a lower cost for the overall design
solution. Enhancements to the Suite enable the user to detect and mend lines and
arcs that are coincident or overlapping, create and control perspective view
with Camera Object, and provide access to more than 300 ready-made textures from
multiple AEC-specific materials libraries.
Softdesk/R/ 8 Civil/ Survey Special Edition
The Softdesk 8 Civil/Survey Special Edition is a focused set of programs for
professionals in the Civil Engineering, Land Planning, and Surveying industries.
These products extend AutoCAD Release 14 or AutoCAD Map 2.0 by addressing common
surveying requirements such as color, layer, or linetype; or associated data. Well suitedSurface Modeling and Contouring, Point
Manipulation, Data Input and Analysis, Base Map Creation, and the incorporation
of raster imagery. The solution also offers design and analysis capabilities for
multiuser work environments, ADEsite and transportation, storm and sanitary drain systems, grading, parking, and
landscape design.
AutoCAD/R/ + S8 Architectural Suite
The AutoCAD + S8 Architectural Suite includes other AEC products such as S8
Architectural Professional Special Edition, AEC Tools, and Auto-Architect/TM/.
Auto-Architect includes landscape tools and utilities to generate structural
foundation/framing plans and elevations in addition to space planning, walls,
doors and windows, roofs and stairs. In this suite, AEC Tools is used to manage
project and office standards and to create and manage details and other
productive utilities.
The Company's Personal Solutions segment includes the following products:
AutoCAD LT/R/
AutoCAD LT 97 is a low-cost 2D CAD application intended for CAD managers,
designers, and engineers who need a powerful, stand-alone CAD tool, but who do
not require the advanced feature set in AutoCAD. AutoCAD LT 97 software provides simultaneous access tocontains
an organization's entire drawing database. Entity-lockingextensive 2D drafting toolset as well as 3D lines and user-access controls
monitor changes to source drawingspolylines with quick
shading and prevent accidental overwrites.hidden-line removal. Other features include data management toolsa Start-Up dialog box
and Drawing Set-Up wizards to help the user create or open a drawing quickly;
real-time pan and zoom; a Drag-and-Drop Content Explorer featuring hundreds of
industry-standard symbols; and Integrated Internet Tools to open or save
drawings directly to the Internet. AutoCAD LT operates in the Windows
environment with pull-down menus, customizable toolbar, toolbox, menus, and
scripts, as well as dialog boxes and icons. It supports the Windows Clipboard,
as well as OLE. AutoCAD LT 97 is fully compatible with Windows 95 and Windows NT
4.0 and has built-in Microsoft Office 97 compatibility.
AutoSketch/R/
AutoSketch Release 5.0 for Windows is a precision drawing program that automatically linkcan
be used for creating technical diagrams, architectural layouts, electrical
drawings, mechanical plans, information graphics, and presentations. The
Application Wizards customize their interfaces based on the type of drawing objects
to
database recordsallow for the creation of drawings, diagrams, and related documents.
Autodesk's principal data management programs, Autodesk WorkCenter and
Autodesk View, are discussed below.
Autodesk WorkCenter
- -------------------
Windows-based Autodesk WorkCenter softwaresketches.
4
Picture This Home!/R/ Kitchen & Bath
Introduced by the Company during fiscal year 1997, Picture This Home!
Kitchen is an easily customized software
system for managing technical documents and automating workflow for design
teams. Its built-in management tools allowa kitchen remodeling program that allows users to organize documents according
to specific needs; check documentsvisualize and plan
their own kitchen. Picture This Home! Bath lets consumers create a complete
customized bathroom and instantly view their decorating and design choices in 2D
and out of a secured, multiuser
environment; and automatically manage revisions over time. With workflow
automation tools such as electronic notification, document distribution,
approvals, and task routing with all relevant documents attached, WorkCenter
software permits users to track projects easily and manage the flow of workgroup
information. Its customizable interface and unique SmartView Folders feature
allow users such as architects, mechanical engineers, or facilities managers to
tailor the program using terminology and document/project organization schemes
that work for them.
5
Fully integrated with AutoCAD for Windows, WorkCenter offers CAD document
redlining and extensive viewing capabilities and works with more than 150 types
of electronic documents, including text, spreadsheet, graphics, database, and
CAD files. Thus, managers can view CAD drawings even though they may be
unfamiliar with CAD software.3D images. The softwaretechnology also allows users to compare two
drawings,mix and then highlights the differences. In September 1996, Autodesk
introduced WorkCenter for the Web, the first commercially released product to
extend the reach and impact of WorkCenter design document management beyond
LAN-based AutoCAD design teams. WorkCenter for the Web lets design team members
quickly and easily share WorkCenter-managed AutoCAD drawings and related
documents through a company intranet or the Internet.
Autodesk View
- -------------
Autodesk View is a low-cost CAD preview, view, and redline tool for design
teams. The most current version, Autodesk View 1.1, supports Microsoft Windows
NT and Windows 95 and includes additional AutoCAD Release 13 viewing
functionality. Autodesk View supports more than 150 file formats common to
drafters, designers, and managers, including office productivity formats. With
Autodesk View, project managers can distribute AutoCAD files and related
documents to users in a workgroup who, regardless of their CAD proficiency, need
to view and comment on them, and be assured that the original documents will not
be altered in the process.
Autodesk Data Publishing
- ------------------------
Autodesk's Data Management Market Group also includes product offerings
from Autodesk Data Publishing ("ADP"), which publishes preformatted product and
reference libraries for specific markets. ADP titles include PartSpec and
MaterialSpec (previously described) and PlantSpec, and provides purchased parts
information to users in the process manufacturing industry.
PlantSpec
- ---------
PlantSpec is a CD-ROM based intelligent digital library for the process and
power industry that brings together product information from various
manufacturers of plant components in a single digital format. Similar to
PartSpec, PlantSpec includes graphical and texture information in a standard
format, including DWG blocks, formatch thousands of
parts, significantly reducing the
time needed to locate pr redraw manufacturer parts drawings in AutoCAD designs.decorative products (such as paints, wallpapers, fixtures, and appliances) from
top manufacturers using magazine-quality photographic images.
The principal product offerings from the Kinetix divisionsegment are discussed below.below:
3D Studio MAX/R/
3D Studio MAX - -------------
3D Studio MAXR2 software, which began shipping in the firstthird quarter of
fiscal year 1997,1998, is a 3D modeling and animation software package specifically
written to take advantage of advanced features offered by the Windows NT
operating system. With a real-time interface, multiple-processor support, and 3D
graphics acceleration capabilities, 3D Studio MAX delivers workstation-class
performance and functionality to PCs.
The easily navigated, intuitive interface eliminates many of the commonly accepted boundaries
between modeling, rendering, and animation, and offers instant feedback; users
can see the results of their actions in real time, as they are applied. Shaded
views with real-time feedback allowallows users to visualize natural, real-world
environments in which they can directly manipulate objects, regardless of scene
complexity. Because 3D Studio MAX software maintains a data history of geometry
creation and modification, users can return to and change any step, at any time,
without having to redo prior work. 3D Studio MAX is also the only environment
that can run Character Studio,Studio/TM/, a powerful character-animation and skinning
plug-in software product offered by Autodesk.Kinetix.
3D Studio - ---------VIZ/TM/
3D Studio VIZ, introduced in May 1997, is a graphics package for creating professional-qualitydesign tool that enables users
to express ideas on-screen, in full 3D. Architectural models, engineering
samples, and construction-site previews all become a quick reality with this new
Kinetix software tool. Real-world feedback can be incorporated into the design,
and users can explore more options with their customers more cost-effectively.
3D modeling and animation. This PC-based software product, running in a DOS
environment, provides a full complement of modeling, animation, and rendering
tools that help users create richly textured, workstation-quality images and
animations. In addition, 3D Studio VIZ and AutoCAD files are easily exchanged and allow for the
development of advanced engineering or architectural visualizations. This product is well suited for animation designers and3D Studio
VIZ animates, so clients can be
used to create corporate presentations, broadcast animations, industrial design
visualizations, crime reenactments, and architectural walk-throughs, as well as
for education and training.
6
AutoVision
- ----------
AutoVision software helps users create photorealistic still renderings and
is integrated completely within AutoCAD software. With AutoVision, AutoCAD users
can produce high-impact images and render, light, and compare multiple viewstake a simulated walkthrough of a single drawing. AutoVision is compatible with Autodesk 3D Studiosite, understand
a structure, or view a part as it will operate in the final assembly. The VIZ
user interface employs CAD-like creation tools including fillets, trims, and
Autodesk's Texture Universe software, a collection of ready-to-use, digitized
textures and backgrounds offering further visualization capabilities.
The Advanced Product Group introduced the following product in fiscal year
1997.
Picture This Home! Kitchen
- --------------------------
Introduced by the Company's Advanced Product Group during fiscal year 1997 as
the first in a series of easy-to-use consumer home-remodeling software products,
Picture This Home! Kitchen is a kitchen remodeling program that allows users to
visualize and plan their own kitchen, down to the finest detail. The technology
also allows users to mix and match thousands of decorative products (such as
paints, wallpapers, and appliances) from more than 30 leading manufacturers
using magazine-quality photographic images.chamfers.
PRODUCT DEVELOPMENT AND ENHANCEMENT
The computer industry is characterized by rapid technological change in
computer hardware, operating systems, and software. To keep pace with this
change, the Company maintains an aggressive program of new product development.
The Company dedicates considerable resources to research and development to
further enhance its existing products and to create new products and
technologies. During fiscal years 1998, 1997, 1996, and 1995,1996, the Company incurred
$122,432,000, $93,702,000, $78,678,000, and $65,176,000,$78,678,000, respectively, for software design,
development, product localization, and project-management activities (excluding
capitalized software development costs of approximately $2,100,000$2,200,000 in fiscal
year 1995;1998; no software development costs were capitalized during fiscal years
1997 and 1996).
The majority of the Company's basic research and product development has
been performed in the US,United States, while translation and localization of
foreign-market versions are generally performed by development teams or
contractors in the local markets. Autodesk's product-related functions in
Europe, including software development, localization, quality assurance, and
technical publications,
and production, are centralized in Neuchatel, Switzerland. Production in
Europe is centralized in Ireland, and production in Asia Pacific is centralized
in Singapore.
5
The Company intends to continue recruiting and hiring experienced software
developers and to consider the licensing and acquisition of complementary
software technologies and businesses. In addition, the Company will continue to
actively collaborate with and support independent software developers who offer
products that enhance and complement AutoCAD software and other products Autodesk offers.
The software industry is characterizedoffered
by rapid technological change as
well as changes in customer requirements and preferences.Autodesk.
The software products offered by the Company are internally complex and, despitecomplex.
Despite extensive testing and quality control, these products may contain errors
or defects ("bugs"), especially when first introduced. In fiscal year 1996,
Autodesk experienced quality and performance issues associated with AutoCAD
Release 13, including issues related to compatibility with certain hardware
platforms and peripheral equipment, interoperability problems with products
designed to work in conjunction with AutoCAD Release 13, and other issues
associated with the software's object-oriented design. These factors resulted in
a high rate of product returns in fiscal year 1996. While Autodesk believes the AutoCAD Release 13 performance
issues have been satisfactorily addressed, thereThere can be no assurance
that defects or errors will not be discoveredoccur in future versionsreleases of AutoCAD andor other
software products offered by the Company. Such defects or errors could result in
corrective releases to the Company's software products, damage to Autodesk's
reputation, loss of revenues, an increase in product returns, or lack of market
acceptance of its products, any of which could have a material and adverse
effect on the Company's business and consolidated results of operations.
7
The Company believes that its future results will depend largely upon its
ability to offer products that compete favorably with respect to price,
reliability, performance, range of useful features, continuing product
enhancements, reputation, and training. Delays or difficulties may result in the
delay or cancellation of planned development projects, and could have a material
and adverse effect on the Company's business and consolidated results of
operations. Further, increased competition in the market for design, mapping, or
multimedia software products could also have a negative impact on the Company's
business and consolidated results of operations. More specifically, gross
margins may be adversely affected if sales of low-end CAD products, which
historically have had lower margins, grow at a faster rate than the Company's
higher-margin products.
Certain of the Company's historical product development activities arehave
been performed by independent firms and contractors, while other technologies
are licensed from third parties. The Company generally either owns or has licenses for use of
the software developed by third parties. Because talented development personnel
are in high demand, there can be no assurance that independent developers,
including those who have developed products for the Company in the past, will be
able to provide development support to the Company in the future. Similarly,
there can be no assurance that the Company will be able to obtain and renew
existing license agreements on favorable terms, if at all, which could have a
material and adverse effect on the Company's business and consolidated results
of operations.
Autodesk's business strategy has historically depended in large part on its
relationships with third-party developers, who provide products that expand the
functionality of Autodesk's design software. There can be no assurance that
certain developers will not elect to support other products or otherwise
experience disruption in product development and delivery cycles. Such
disruption in particular markets could negatively impact these third-party
developers and end users, which could have a material adverse effect on
Autodesk's business and consolidated results of operations. Further, increased
merger and acquisition activity currently experienced in the technology industry
could affect relationships with other third-party developers, and thus adversely
affect operating results.
Additionally, there can be no assurance that the Company's development
efforts will result in the timely introduction of new products or that such new
products will be commercially successful. Failure to successfully develop new
products, or delays in the introduction of these new products, including the next
version of AutoCAD, which is currently anticipated to ship in the second quarter
of fiscal year 1998, or
lower-than-anticipated demand for these products could have a material and
adverse effect on the Company's business and consolidated results of operations.
MARKETING AND SALES
Autodesk's customer-related operations are divided into three geographic
regions: the Americas, Europe, and Asia/Asia Pacific. Autodesk's products are
marketed worldwide through a network of domestic and foreign offices. The
Company distributessells its software products primarily through a network of more
than 4,000 independent distributors and dealers
(value-added resellers or "VARs") who distribute the Company's products to
end usersend-users in more than 150 countries. VARs, including both independent owners
and computer store franchisees, are supported by the Company and its
subsidiaries through technical training, periodic publications, the Autodesk Forum, an electronic bulletin
board on the CompuServe network, and Autodesk's
Home Page on the Internet.
In addition, the Company works directly with dealer and distributor sales
organizations, computer manufacturers, other software developers, and
peripherals manufacturers through cooperative advertising, promotions, and
trade-show presentations. Autodesk also holds annual "Expos" throughout the
world. These dedicated trade shows, incorporated within major industry trade
shows, highlight Autodesk's products, as well as a number of third-party
products. The Company also employs mass-marketing techniques such as direct
mailings and advertising in business and trade journals. Further, Autodesk
supports user groups dedicated to the exchange of information related to the use
of the Company's products.
6
Domestically, the Company distributes its products primarily through its
authorized dealer network. Other domestic sales are made principally to large
corporations, governmental agencies, educational institutions, and, for certain
low-end CAD products, to end users. Substantially all of Autodesk's
international sales are made to dealers and distributors, which are supported by
Autodesk's foreign subsidiaries and international sales organizations. Certain
international sales result from direct exports from the United States.
Fluctuations in foreign exchange rates, specifically the stronger value of the
dollar, relative to certain international currencies, negatively impacted
foreign revenues during fiscal year 1998. These foreign currency fluctuations,
as well as any slowdowns in any of the Company's geographical markets, including
the recent economic instability experienced in certain Asia Pacific countries,
could have a material adverse effect on Autodesk's business and future
consolidated results of operations.
Autodesk's ability to effectively distribute its products depends in part
upon the financial and business condition of its VAR network. Although the
Company has not to date experienced any material problems with its VAR network,
computer software dealers and distributors are typically not highly capitalized,
have tended to experience difficulties during times of economic contraction and
during periods of technology-market price pressure, and may do so in the future.
NoWhile no single customer accounted for more than 10 percent of Autodesk's
consolidated revenues in fiscal yearyears 1998, 1997, or 1996, or 1995. Thethe loss of, or a
significant reduction in, business with any one of Autodesk's major
international distributors or large US dealersU.S. resellers could have a material adverse
effect on the Company's business and consolidated results of operations.
The Company intends to continue to make its products available in foreign
languages and expects that foreign sales will continue to contribute a
significant portion of its consolidated revenues. Foreign revenues, including
export sales from the USUnited States to foreign customers, accounted for
approximately 58 percent, 65 percent, and 64 percent and 61 of revenues in fiscal years
1998, 1997, and 1996, and 1995,
respectively.
8
CUSTOMER AND DEALER SUPPORT
During fiscal year 1998, the Company realigned its customer and dealer
support network around its market groups to better provide services related to
specific industry segments. The Company requires each authorized dealer and
distributor to provide a professional level of technical support to customers by
employing full-time, trained, technical-support personnel. The Company supports
its dealers and distributors through technical product training, sales training
classes, and direct telephone support. WhileDuring fiscal year 1998, the Company
generally does not provide directbegan to offer more end-user support Autodesk offersin addition to services which had
historically been offered such as the online support to customersavailable through Autodesk'sthe
Autodesk Home Page on the InternetInternet. These new support services include the
Web-Based Learning program, a fee-based distance learning program that provides
lessons and to customers who log onto one of the Autodesk
Forums on CompuServe. The Autodesk Forums are the AutoCAD Forum, the Autodesk
Beta Forum, the Autodesk Multimedia Forum, Kinetix Forum, Showcase Forum, and
the Autodesk Retail Products Forum. These forums provide answers to user's
technical questions as well as tips and techniques for the effective usetutorials that highlight critical components of the Company's
products. Theproducts, and the Multimedia Learning Assistance program, which provides lessons
related to design projects through an interactive multimedia tool.
Autodesk Forum also allows the Company to make available
important product-support information simultaneously to dealers and customers.
Responding to the increasing demand for industry-specific customer
services, the Company offers phone support through authorized Autodesk dealers training and support under two
programs: the Autodesk Premier Support CenterProgram ("APSC"APSP") program and the Autodesk Systems
Center Program ("ASC"ASCP") Solutions Training. The APSC program requires. Under the APSP, participating dealers act as dedicated
account managers to provideAutodesk customers that have technical questions related to
a high level of technical support with special
expertise in a specifiedspecific vertical industry. The ASC Solutions Training ProgramASCP requires dealers to provide superior
industry-specific application training to end users of the Company's products.
Both programs require thatIn addition, Autodesk provides direct phone support to end users under the dealers meet
certain qualifications in order to receive an industry medallionnew
Safety Net Program ("SNP"). Under the SNP, Autodesk support staff provide
technical support for customers with questions about AutoCAD and APSC and
ASC Solutions Training status.products
offered by the Company's market groups.
As of January 31, 1997,1998, the Company had authorized more than 900
independent Autodesk Training Centers ("ATC's"ATCs") sites throughout the world. These
accredited training centers offer in-depth education and training in
computer-aided design skills on AutoCAD and other Autodesk products, as well as
on related, independently developed software.
Customers have formed Autodesk user groups as forums for education and to
suggest product enhancements and development of new products. The Autodesk User
Group International ("AUGI"AUGI/TM/"), officially recognized by Autodesk, sponsors an
annual meeting held concurrently with the Autodesk UniversityUniversity/R/ user show;
publishes a quarterly newsletter; independently evaluates Autodesk products;
compiles user feature and functionality requirements; and offers telecourses
taught by its membership on CompuServe. In addition, there are local user groups
in Europe, Asia/Asia Pacific, and the Americas focused on expanding the use of
Autodesk products.
7
DEVELOPER PROGRAMS
One of the Company's key strategies is to maintain an open-architecture
design of its software products to facilitate third-party development of
peripheral and complementary products. This approach enables customers and third
parties to customize the Company's products for a wide variety of highly
specific uses. Autodesk offers several programs that provide marketing, sales,
and technical support and programming tools to Autodesk Registered Developers
worldwide, who have, to date, developed more than 5,000 commercially available
add-on applications for Autodesk products. Although Autodesk derives no direct
revenue from these application developers, the Company believes that the
availability and use of their add-on products enhance sales opportunities for
Autodesk's core products.
Autodesk also licenses its industry-standard component technologies to
selected developers throughUnder the Autodesk Developer Channel, the Company offers three programs to
third-party developers that are interested in licensing Autodesk software and
technology. The Unique Application Reseller program ("UAR") allows software
developer partners the ability to sell and support Autodesk software when
bundled with specifically defined vertical applications. The OEM Program. Currently, the OEM Program
includes a CAD engine and engines for 3D graphics, drawing access, and
rendering. Autodesk's OEM Programprogram
provides the technology for qualified developers to create and deliver suites of
scalable products that focus on solving customer needs in specialized markets.
It also leverages Autodesk's
technologicalThe Solution Integrator ("SI") allows solution provider partners the ability to
sell and market leadership, enables developers to take cost-effective
advantage of a growing trend insupport Autodesk software engineering technology, and provides
customerswhen bundled with an opportunity to migrate to fully extensible, custom, high-end
Autodeskspecifically defined
vertical solutions.
To support the growth of third-party developers, whose applications extend
and enhance the functionality of Autodesk's products worldwide, the Company
established the Virtual Corporation Partner Program ("VCPP") during fiscal year
1995. The VCPP is a business network comprised of dealers, independent
application developers, Autodesk Training Centers, and customers. This program
provides sales, marketing, technical, product, management, and financial support
to Autodesk strategic developersStrategic Developers and dealers.
9
InDealers.
During fiscal year 1996,1998, the Company introducedcontinued to expand the Mechanical
ApplicationApplications Initiative ("MAI") partnerby adding new partners. This program, which was
introduced in fiscal year 1996, is aimed at the development and marketing of
products which can be integrated with Autodesk's MCAD products. MAI partners
participate with Autodesk in product marketing and development activities. In October 1995, an initial application programming interface was
delivered to MAI partners to support their development of these MCAD-compatible
applications.
BACKLOG
Autodesk typically ships products within one to two weeks after receipt of
an order, which is common in the computer software industry. Accordingly,
Autodesk does not maintain significant backlog, and backlog as of any particular
date gives no indication of actual sales for any succeeding period.
COMPETITION
The software industry has limited barriers to entry, and the availability
of desktop computers with continually expanding capabilities at progressively
lower prices contributes to the ease-of-marketease of market entry. Because of these and other
factors, competitive conditions in the futureindustry are likely to intensify.intensify in the
future. Increased competition could result in price reductions, reduced revenues
and profit margins, and loss of market share, any of which wouldcould adversely
affect Autodesk's business, consolidated results of operations and financial
condition.
8
The AutoCADAEC family of products competes directly with other CAD software including that of MicroStation fromoffered by
companies such as Bentley Systems, Inc. ("Bentley"); Personal Designer and
CADDS from Computervision Corporation; MICRO CADAM which is developed and
supported byCorporation
(a subsidiary of Parametric Technologies, Inc.); CADAM Systems Company, Inc;Inc.;
Diehl Graphsoft, Inc.; EaglePoint Software; International Microcomputer
Software, Inc. ("IMSI"); Intergraph Corporation; Ketiv Technologies; Nemetschek
Systems, Inc.; and CADKEY from Cadkey, Inc. In the
low-cost CAD segment, AutoCAD LT competes directly with Corel Visual CADD,
software developed by Numera Software and marketed by Corel Corporation, and
indirectly with Visio Technical by Visio Corporation and TurboCADD 2D/3D by
ISMI. Autodesk's("Visio"). The Company's MCAD products
compete with products offered by Bentley; Visionary Design Systems;
Hewlett-Packard Corporation; Parametric Technology Corporation's
Pro/Engineer; SolidWorks 95 from SolidWorks Corporation; the I-DEAS Master
Series fromTechnologies, Inc.; Structural Dynamics
Research Corporation; Unigraphics; Computervision Corporation (a subsidiary of
Parametric Technologies); Dassault Systemes; SolidWorks Corporation (a
subsidiary of Dassault); and the CATIABaystate Technologies, Inc. The Company's GIS
Market Group faces competition from Bentley; Intergraph Corporation; MapInfo
Corporation; Earth Sciences Research Institute ("ESRI"); and CADAMMCI Systemhouse.
Kinetix product offerings compete with products offered by Paris-based Dassault Systemes and marketed and sold by IBM.
Autodesk's data management products compete with various low-end file management
systemsother multimedia
companies such as AM Workflow from Cyco Software BV, as well high-end product data
management software solutions including offerings from Sherpa Corporation and
Metaphase. Autodesk's data management products also compete with generic
document management products including offerings from Documentum, Inc. and PC
DOCS, Inc. AutoCAD Map competes most directly with MicroStation Geographics from
BentleyAdobe Systems Inc.,; Macromedia, Inc.; Microsoft Corporation;
and GIS product lines offered by Environmental Systems
Research Institute, Inc., and Intergraph Corporation. Autodesk also faces
competition in its foreign markets from a number of products offered by foreign-
based companies.
Product offerings from the Kinetix division--3D Studio MAX, 3D Studio, and
AutoVision software--are currently available on IBM PCs and compatible
computers. The primary competition in the multimedia software market consists of
products available on personal computers and computer systems offered by Silicon
Graphics, Inc., including multimedia product offerings from Alias|Wavefront, a
wholly owned, independent subsidiary of Silicon Graphics, Inc. Products
competing with 3D Studio MAX and 3D Studio software include Softimage 3D by
Softimage Inc., a wholly owned subsidiaryThe Personal Solutions Group family of Microsoft Corporation, Lightwave 3D
by NewTek, Inc., and trueSpace 2 and trueSpace/SE by Caligari Corporation. 3D
Studio Release 4 is also a viable alternative application to costlier graphics
systems available only on computers offered by Silicon Graphics, Inc. AutoVision
softwareproducts
competes with two third-party add-on products, AccuRender from Robert
McNeel & AssociatesBroderbund Software, Inc.; IMSI; Visio; and RenderStar from RenderStar Technology BV.Micrografx Inc.
Certain of the competitors of the Company have greater financial, technical,
sales and marketing, and other resources than the Company.
Autodesk believes that the principal factors affecting competition in its
markets are price, product reliability, performance, range of useful features,
continuing product enhancements, reputation, and training. In addition, the
availability of third-party application software is a competitive factor within
the CAD market. Autodesk believes that it competes favorably in these areas and
that its competitive position will depend, in part, upon its continued ability
to enhance existing products, and to develop and market new products.
10
In April 1998, the Company received notice that the Federal Trade
Commission ("FTC") has undertaken a nonpublic investigation of its business
practices. The FTC had not made any claims or allegations regarding the
Company's current business practices or policies, nor have any charges been
filed. Autodesk intends to cooperate fully with the FTC in its inquiry. The
Company does not believe that the investigation will have a material impact on
its business or results of operations.
INTELLECTUAL PROPERTY AND LICENSES
The Company protects its intellectual property through copyright, trade
secret, patent, and trademark laws. For substantially all AutoCAD sales outside
of North America, the Company uses software protection locks to inhibit
unauthorized copying. Nonetheless, there can be no assurance that Autodesk's
intellectual property rights can be successfully asserted in the future or will
not be invalidated, circumvented, or challenged. In addition, the laws of
certain foreign countries where Autodesk's products are distributed do not
protect Autodesk's intellectual property rights to the same extent as the laws
of the US.U.S. laws.
The inability of the Company to protect its proprietary information could have a
material adverse effect on the Company's business and consolidated results of
operations.
From time to time, the Company receives claims alleging violationinfringement of a
third party's intellectual property rights, including patent rights.patents. Any disputes
involving Autodesk's intellectual property rights or those of another party
could lead to costly litigation which could have a material adverse effect on
the Company's business and consolidated results of operations.
The Company retains ownership of software it develops. All software is
licensed to users and provided in object code pursuant to either shrink-wrap,
embedded or on-line licenses, or executed license agreements. These agreements
contain restrictions on duplication, disclosure, and transfer.
The Company believes that because of the limitations of laws protecting its
intellectual property and the rapid, ongoing technological changes in both the
computer hardware and software industries, it must rely principally upon
software engineering and marketing skills to maintain and enhance its
competitive market position.
The Company has an in-house antipiracy program focused on pursuing
companies and individuals who illegally duplicate, sell, or install Autodesk's
software products. Software piracy is in some cases a felony under USU.S. federal
law, which allows copyright and patent holders to protect and enforce their
rights as owners of intellectual property. Additionally, Autodesk is a member
and co-founder of the Business Software Alliance ("BSA"), an organization
comprised of member software companies whose purpose is to advance favorable
public policy for the technology industry and promote the importance of honoring
software copyrights.
9
PRODUCTION
Production of the Company's software products involves duplication of the
software media and the printing of user manuals. The purchase of media and the
transfer of the software programs on toonto media for distribution to customers are
performed by the Company and by licensed subcontractors. Media for Autodesk's
products include CD-ROMs and disks andwhich are available from multiple sources.
User manuals for the Company's products and packaging materials are produced to
Company specifications by outside sources. Domestic production is performed in
leased facilities operated by the Company. Certain product assembly is also
performed by independent third-party contractors. International production is
performed in leased facilities in Switzerland and Australia and by independent third-party contractors in Ireland Japan, and Singapore. To
date, the Company has not experienced any material difficulties or delays in the
production of its software and documentation.
10
EMPLOYEES
As of January 31, 1997,1998, the Company had 2,0442,470 full-time employees, (1,379of which
1,784 were based in North America, 471the Americas, 428 in Europe, and 194258 in Asia/Pacific),Asia Pacific. The
continued growth and success of whom 624 werethe Company depends significantly on the
continued service of highly skilled employees. Competition for these employees
in software development and quality assurance, 930today's marketplace, especially in marketing and sales, 111 in
production, and 379 in general and administrative positions.the technology industries, is intense. The
Company
believes that its future success will depend, in part, on itsCompany's ability to
continue to attract and retain highly skilled technical, marketing, support,employees is dependent on a number of
factors, including its continued ability to grant stock incentive awards. There
can be no assurance that the Company will be successful in continuing to recruit
new personnel and managementto retain existing personnel. The loss of one or more key
employees or the Company's inability to maintain existing employees or recruit
new employees could have a material adverse impact on the Company. None of the
Company's employees in the United States is subject to a collective bargaining
agreement, and the Company has never experienced a work stoppage. Management
believes that its employee relations with its employees are good.
11
ITEM 2. PROPERTIES
The Company's executive offices and those related to product development,
domestic marketing and sales, and production are located in leased office space
in northern California. The Company also leases office space in various
locations throughout the USUnited States for local sales, development, and
technical support personnel. Autodesk's foreign subsidiaries lease office space
for their operations. The Company owns substantially all equipment used in its
facilities.
ITEM 3. LEGAL PROCEEDINGS
In May 1997, the Company settled a lawsuit filed by Tektronix, Inc.
has filedalleging a complaint in the US District Court for the
Districtpatent infringement, pursuant to which all of Oregon alleging infringement by the Company of US Patent No.
4,734,690. The Company is still evaluating theTektronix's claims in this matter, but
management believes the ultimate outcome of this matter will not be material to
Autodesk's consolidated financial position, results of operations, or cash
flows.have
been dismissed.
In December 1994, the US District Court for the District of Vermont enteredCompany recorded a $25.5 million verdictlitigation charge as
a result of a judgment against the Company inon a claim of a trade secret
misappropriation
lawsuit brought by Vermont Microsystems, Inc. ("VMI"), which. The Company
appealed that judgment and, upon remand to the Federal District Court, a reduced
judgment was recordedentered against the Company in the fourth quarteramount of fiscal year 1995. After an initial appeal and remand, that
award was reduced to $14,209,000,$14.2 million plus
interest. On February 23, 1998, the U.S. Court of Appeals for the Second Circuit
reduced the judgment to $7.8 million. Because thisthe case is still under appeal,subject to post
judgment motions and appeals, the Company has not reflected the reduction of
damages in the accompanying consolidated financial statements.
Autodesk is a party to various legal proceedings arising from the normal
course of business activities. While the outcome of these matters cannot be
predicted with certainty, in management's opinion, resolution of these matters
is not expected to have a material adverse impact on Autodesk's consolidated
results of operations or its financial statements.position. However, depending on the
amount and timing, an unfavorable resolution of a matter could materially affect
Autodesk's future results of operations or cash flows in a particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 1997.1998.
Executive Officers of the Registrant
- ------------------------------------
The following sets forth certain information regarding the executive officers of
the Company as of April 25, 1997:21, 1998:
NAME AGE POSITION
---- --- --------
Carol A. Bartz............... 48Bartz ......... 49 Chairman of the Board and Chief Executive
Officer
Eric B. Herr................. 48 President;Herr ........... 49 President and Chief Operating Officer
David C. Arnold.............. 41 Vice President, AEC Market Group
Joseph H. Astroth, Ph.D...... 40Ph.D. 42 Vice President, GIS Market Group
Robert M. Carr...............Carl Bass .............. 40 Vice President, AutoCAD Market GroupEngineering and Chief Technical
Officer
Steve Cakebread.............. 45Cakebread ........ 46 Vice President and Chief Financial Officer
Larry L. Crume............... 52 Vice President, Kinetix
James D. D'Arezzo............ 45D'Arezzo ...... 46 Vice President, Corporate Marketing
Dominic J. Gallello.......... 41Gallello .... 42 Vice President, Mechanical CAD and Data Management
Market Groups
John E. Lynch................ 40 Vice President, Advanced Products Group
Stephen McMahon.............. 55McMahon ........ 56 Vice President, Human Resources and Facilities
Tom Norring ................. 51............ 52 Vice President, Asia/Asia Pacific
Michelle Pharr ......... 49 Vice President, the Americas
Marcia K. Sterling........... 53Sterling ..... 54 Vice President, Business Development and
General Counsel
Godfrey R. Sullivan.......... 42Sullivan .... 43 Vice President, AmericasPersonal Solutions Group
Michael E. Sutton............ 52Sutton ...... 53 Vice President, EuropeEurope/Middle East/Africa
CAROL A. BARTZ joined the Company in April 1992 and has served as Chief
Executive Officer and Chairman of the Board since May 1992. Ms. Bartz served as
President from May 1992 through September 1996. Prior to joining Autodesk, from
1983 to April 1992, Ms. Bartz held various positions at Sun Microsystems, Inc.,
including Vice President, Worldwide Field Operations (July 1990 to April 1992).
Ms. Bartz is a director of
AirTouch Communications, Cadence Design Systems,
Inc., Network Appliance, Inc., Cisco Systems, Inc., and BEA Systems, Inc.
12
ERIC B. HERR has been Autodesk's President and Chief Operating Officer
since September 1996, having also served as the Acting Vice President, AEC
Market Group, from September 1996 through March 1997. Mr. Herr served as the
Chief Financial Officer from the time he joined the Company in May 1992 until
September 1996. From December 1992 through January 1995, Mr. Herr served as Vice
President, Emerging Businesses. From January 1995 to May 1995, Mr. Herr served
as Vice President, Finance and Administration.
From May 1990 to May 1992, he
served as Vice President of Finance and Planning, Sun Microsystems, Inc.
DAVID C. ARNOLD has served as Vice President, AEC Market Group since April
1997. Mr Arnold is a cofounder of Softdesk and has served as its Chief Executive
Officer, Treasurer, and Chairman of the Board from Softdesk's inception in 1985
through March 1997.11
DR. JOSEPH H. ASTROTH has served as Vice President, GIS Market Group, since
joining the Company in January 1996. From September 1989 through December 1995,
Dr. Astroth held various positions with Graphic Data Systems Corporation
including Director, Environmental Market Group, from January 1993 to June 1994,
and Vice President of Product Management, Engineering, from June 1994 to
December 1995.
CARL BASS was named Vice President of Engineering in October 1997. He was
named Chief Technical Officer in December 1996. From November 1995 to December
1996, Mr. Bass served as a Senior Technical Fellow for the AutoCAD family of
products. Mr. Bass served as Chief Architect for AutoCAD from September 1993 to
October 1995. Before joining Autodesk, Mr. Bass was cofounder and Chief
Technical Officer of Ithaca Software from May 1986 to August 1993.
STEVE CAKEBREAD joined the Company in April 1997 as Vice President and
Chief Financial Officer. From April 1993 through March 1997 he served as Vice
President, Finance World Trade Corporation at Silicon Graphics. Mr. Cakebread
held various finance and general management positions at Hewlett-Packard Company from
January 1972 through March 1993.
ROBERT M. CARR has served as Vice President, AutoCAD Market Group, since
September 1996. Mr. Carr joined Autodesk in November 1993 and served as Vice
President, Core Technology Group, through January 1995, and Vice President,
Engineering from January 1995 through September 1996. From September 1987 to
August 1993, Mr. Carr served as Vice President of Software Development of Go
Corporation, a company he cofounded.
LARRY L. CRUME has served as Vice President and General Manager, Kinetix
(formerly Autodesk's Multimedia Market Group), since joining Autodesk in October
1995. From March 1990 through September 1994, Mr. Crume worked at Lotus
Development Corporation, serving as Vice President, International Business
Development, from January 1990 to April 1993, and as Vice President, Electronic
Messaging Division, from April 1993 to September 1994. From that time until
joining Autodesk, Mr. Crume was an independent consultant.
JAMES D. D'AREZZO has served as Vice President, Corporate Marketing, since
joining Autodesk in February 1994. Mr. D'Arezzo served as Vice President, Data
Management Market Group, from February 1996 through September 1996. From
February 1994 through December 1995, Mr. D'Arezzo served as Vice President,
Corporate Marketing, and Vice President, GIS and DM Market Groups. From November
1993 to January 1994, Mr. D'Arezzo served as the Vice President of Corporate
Business Development for Banyan Systems. From July 1990 to November 1993, Mr.
D'Arezzo served as Banyan's Vice President of Marketing.
DOMINIC J. GALLELLO has served as Vice President, MCAD Market Group since
January 1995 and as Vice President, Data Management Group since November 1996.1995. Mr. Gallello served as Vice President, Asia/Asia Pacific, from the time
he joined Autodesk in October 1992 until July 1996. From February 1995 to August
1995, Mr. Gallello served as Acting Vice President, MCAD Market Group.
From April 1981 to
October 1992, he held various positions with Intergraph Corporation, including
President, Intergraph Japan, from June 1986 to October 1992.
JOHN E. LYNCH joined Autodesk in May 1986 and has served as Vice President,
Advanced Product Group, since January 1995, Chief Technical Officer from
February 1995 through September 1996, and Vice President, AEC/FM Market Group
from September 1995 through September 1996.12
STEPHEN MCMAHON has served as Vice President, Human Resources, since
joining Autodesk in July 1992. From July 1987 to July 1992, Mr. McMahon served
as Senior Director, Human Resources, for Apple Computer, Inc.
TOM NORRING has served as Vice President, Asia Pacific, since joining
Autodesk in June 1996. Prior to joining Autodesk, Mr. Norring served as Vice
President of Asia Pacific and Latin America and in a variety of international
management positions for Hitachi Data Systems from 1978 to 1996.
13
MICHELLE PHARR was appointed Vice President, the Americas, in October
1997. Ms. Pharr joined Autodesk in November 1995 as Regional Director of the
Western Region of the United States. Before joining Autodesk, Ms. Pharr was
the Director of Western Operations at Aspect Development from July 1993 to
November 1995.
MARCIA K. STERLING joined Autodesk in October 1995 as Vice President,
Business Development and General Counsel. From September 1982 to October 1995,
she practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati,
where she was a member.
GODFREY R. SULLIVAN haswas named Vice President, Personal Solutions Group, in
September 1997. Mr. Sullivan served as Vice President, the Americas, since
joining Autodesk in October 1992 and as Acting Vice President, AEC/FM Market
Group, from February 1995 to September 1995.
Mr. Sullivan held various positions
with Apple Computer, Inc., from June 1984 to September 1992, including Vice
President and General Manager, Business Markets Division, from April 1992 to
September 1992 and Vice President and General Manager, US Reseller Operations,
from July 1991 to March 1992.
MICHAEL E. SUTTON has served as Vice President, Europe,Europe/Middle East/Africa,
since June 1993. Mr. Sutton joined Autodesk in October 1987 as a sales and
marketing director in the United Kingdom. Mr. Sutton was the Managing Director
of Autodesk's United Kingdom subsidiary from January 1990 to January 1992. From
January 1992 to February 1993, Mr. Sutton served as Northern Region Manager,
Europe, and from February 1993 to May 1993, he served as Acting Vice President,
Europe.
There is no family relationship betweenamong any directorof the directors or executive
officerofficers of Autodesk.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated by reference to page
5253 of the Company's 19971998 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to page
2321 of the Company's 19971998 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated by reference to pages
2422 through 32 of the Company's 19971998 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages
33 through 5051 of the Company's 19971998 Annual Report to Stockholders.
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
14
PART III
Certain information required by Part III is omitted from this Report in that the
Registrant will file a definitive proxy statement pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of the fiscal year
covered by this Report 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.
Such incorporation does not include the Compensation Committee Report or the
Performance Graph included in the Proxy Statement.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors required by this Item is
incorporated by reference to the Company's Proxy Statement.
The information concerning the Company's executive officers required by this
Item is incorporated by reference herein to the section of this Report in Part
I, Item 4, entitled "Executive Officers of the Registrant."
The information regarding compliance with Section 16 of the Securities and
Exchange Act of 1934 is to be set forth in the Proxy Statement and is hereby
incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
1. Financial Statements: The following Consolidated Financial Statements
of --------------------
Autodesk, Inc., and Report of Ernst & Young LLP, Independent
Auditors, are incorporated by reference to pages 33 through 5051 of the
Registrant's 19971998 Annual Report to Stockholders:
Consolidated Statement of Income--Fiscal Years Ended January 31, 1998,
1997, and 1996
and 199514
Consolidated Balance Sheet--January 31, 19971998 and 19961997
Consolidated Statement of Cash Flows--Fiscal Years Ended January 31, 1998,
1997, 1996, and 19951996
Consolidated Statement of Stockholders' Equity--Three-YearEquity--Three Year Period Ended
January 31, 19971998
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
2. Financial Statement Schedule: The following financial statement schedule of
----------------------------
Autodesk, Inc., for the fiscal years ended January 31, 1998, 1997, 1996, and
19951996, 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..............S-1Accounts.................. S-1
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: The Exhibits listed on the accompanying Index to Exhibits
--------
immediately following the financial statement schedules are filed as part
of, or incorporated by reference into, this Report.
Exhibit
No. Description
--- -----------
2.1
Exhibit
No. Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of
Registrant
3.2(1) Certificate of Designation of Rights, Preferences, and
Privileges of Series A Participating Preferred Stock of
Autodesk, Inc.
3.3 Bylaws of Registrant, as amended
4.1(2) Preferred Shares Right Agreement dated December 14, 1995
4.2(2) Amendment No. 1 to Rights Agreement
10.1(3)* Registrant's 1987 Stock Option Plan, as amended
10.2(3)* Registrant's Employee Qualified Stock Purchase Plan and form
of Subscription Agreement, as amended
10.3 * Registrant's 1990 Directors' Option Plan, as amended
10.4 * Registrant's 1996 Stock Plan, as amended
10.5(4)* Form of Indemnification Agreement executed by the
Company and each of its officers and directors
10.6(5)* Agreement between Registrant and Carol A. Bartz dated
April 7, 1992
10.7(6) Teleos Research 1996 Stock Plan
10.8(7) Registrant's Nonstatutory Stock Option Plan, as amended
10.9(8) Softdesk, Inc. 1992 Stock Option Plan
10.10(8) Softdesk, Inc. 1993 Director Stock Option Plan
10.11(8) Softdesk, Inc. 1993 Equity Incentive Plan
10.12 * Registrant's 1998 Employee Qualified Stock Purchase Plan
10.13(9) Agreement and Plan of Reorganization By and Among Autodesk,
Inc., Autodesk Acquisition Corporation, and Softdesk, Inc.,
dated December 10, 1996, as amended December 19, 1996
13.1 Pages 33 through 53 of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1998 (to be
deemed filed only to the extent required by the instructions
to exhibits for reports on Form 10-K)
21.1 List of Subsidiaries
23.1 Consent of Independent Auditors (included on page 18 of this
Report)
24.1 Power of Attorney (included on page 17 of this Report)
27.1 Financial Data Schedule restated
15
(1) Agreement and Plan of Reorganization By and Among Autodesk,
Inc., Autodesk Acquisition Corporation, and Softdesk, Inc.,
dated Decmeber 10, 1996, as amended December 19, 1996.
3.1 (2) Certificate of Incorporation of Registrant, as amended
3.2 Certificate of Designation
3.3 (2) Bylaws of Registrant
4.1 (3) Preferred Shares Right Agreement dated December 14, 1995
10.1 (4)* Registrant's 1987 Stock Option Plan, as amended
10.2 (4)* Registrant's Employee Qualified Stock Purchase Plan and
form of Subscription Agreement, as amended
10.3 (4)* Registrant's 1990 Directors' Option Plan, as amended
10.4 (4)* Registrant's 1996 Stock Option Plan
10.5 (2)* Form of Indemnification Agreement executed by the Company
and each of its officers and directors
10.6 (5)* Agreement between Registrant and Carol A. Bartz dated
April 7, 1992
10.7 (6) Teleos Research 1996 Stock Plan
16
10.8 (7) Registrant's Nonstatutory Stock Option Plan
10.9 (8) Softdesk, Inc. 1992 Stock Option Plan
10.10(8) Softdesk, Inc. 1993 Director Stock Option Plan
10.11(8) Softdesk, Inc. 1993 Equity Incentive Plan
13.1 Annual Report to Stockholders for the year ended January 31,
1997 (to be deemed filed only to the extent required by the
instructions to exhibits for reports on Form 10-K)
21.1 List of Subsidiaries
23.1 Consent of Independent Auditors (included on page 19 of
this Report)
24.1 Power of Attorney (included on page 18 of this Report)
(1) Incorporated by reference to the exhibit filed with the
Registration on From S-4 filed on March 3,
1997.
(2) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1995.
(3)1997.
(2) Incorporated by reference to the RegistrantsRegistrant's Report on Form 8-A filed
on January 5, 1996, as amended on January 8, 1996 and January 15,
1998.
(3) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1996.
(4) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1996.1995.
(5) Incorporated by reference to the exhibit filed with the Registrant's
Report on Form 10-Q for the fiscal quarter ended April 30, 1992.
(6) Incorporated by reference to the exhibit filed with the Registrant's
Report on Form S-8 filed on July 23, 1996.
(7) Incorporated by reference to the exhibit filed with the Registrant's ReportRegistration
Statement on Form S-8 filed on October 29, 1996.January 28, 1998.
(8) Incorporated by reference to the exhibit filed with the Registrant's
Report on Form S-8 filed on April 3, 1997.
(9) Incorporated by reference to the exhibit filed with the Registration
Statement on Form S-4 filed on March 3, 1997.
* Denotes a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K: No report on Form 8-K was filed by the Company during
-------------------
the fiscal quarter ended January 31, 1997.1998.
With the exception of the information incorporated by reference to the
Annual Report to Stockholders in Items 5, 6, 7, and 8 of Part II and Item
14 of Part IV of this Form 10-K, the Company's 19961998 Annual Report to
Stockholders is not to be deemed filed as a part of this Report.
Autodesk, the Autodesk logo, AutoCAD, AutoCAD LT, AutoCAD Map, AutoSketch,
Kinetix, Mechanical Desktop, Picture This Home!, PlantSpec, 3D Studio WorkCenter,MAX,
AutoLISP, AutoCAD Development System, Autodesk View, Softdesk, Autodesk
University, and PartSpecDesignBlocks are registered trademarks, and Mechanical Desktop, 3D Studio
MAX, Kinetix, AutoCAD Map, Autodesk
MapGuide, Autodesk World, PlantSpec,
DesignBlocks, Hyperwire, Picture This Home!, andBringing Information Down to Earth, Character
Studio, Design Your World, ObjectARX, 3D Studio VIZ, Autodesk WalkThrough,
AutoSnap, AUGI, and Auto-Architect are trademarks of Autodesk, Inc. in the
USA and/or other countries. Microsoft, Windows, and Windows NT are
registered trademarks of Microsoft Corporation. All other brand names,
product names, or trademarks belong to their respective holders.
1716
SIGNATURES
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.
AUTODESK, INC.
By: /s/ CAROL A. BARTZ
----------------------------------------
Carol A. Bartz
Chairman of the Board
Dated: April 30, 1997February 3, 1999
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carol A. Bartz 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 and on the dates indicated.
Signature Title Date
- ------------------------------------------------------------------------- --------------------------- ------------------------
/s/ CAROL A. BARTZ Chief Executive Officer and April 30, 1997February 3, 1999
- ------------------------------------------------------------------------- Director (Principal Executive
Officer)
Carol A. Bartz Officer)
/s/ STEVE CAKEBREAD Vice President and April 30, 1997February 3, 1999
- ------------------------------------------------------------------------- and Chief Financial Officer
Steve Cakebread (Principal Financial Officer)
/s/ JOHN E. CALONICODAVID S. OPPENHEIMER Vice President, Finance April 30, 1997February 3, 1999
- ------------------------------------------------------------------------- (Principal Accounting Officer)
John E. CalonicoDavid S. Oppenheimer
/s/ MARK A. BERTELSEN Director April 30, 1997February 3, 1999
- -------------------------------------------------------------------------
Mark A. Bertelsen
/s/ CRAWFORD W. BEVERIDGE Director April 30, 1997February 3, 1999
- -------------------------------------------------------------------------
Crawford W. Beveridge
/s/ J. HALLAM DAWSON Director April 30, 1997February 3, 1999
- -------------------------------------------------------------------------
J. Hallam Dawson
/s/ PAUL OTELLINI Director February 3, 1999
- --------------------------
Paul Otellini
/s/ MORTON L. TOPFER Director April 30, 1997February 3, 1999
- -------------------------------------------------------------------------
Morton L. Topfer
/s/ MARY ALICE TAYLOR Director April 30, 1997February 3, 1999
- -------------------------------------------------------------------------
Mary Alice Taylor
1817
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K)10-K/A)
of Autodesk, Inc. of our report dated February 24, 1997, except1998 (except for the second
paragraph of Note 101 as to which the date is March 31, 1997,January 25, 1999), included in the
19971998 Annual Report to Stockholders of Autodesk, Inc.
Our audits also included the financial statement schedule of Autodesk, Inc.
listed in Item 14(a). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-15675, No. 33-22656, No. 33-39458, No. 33-41265, No. 33-51110,
No. 33-54683, No. 33-61015, No. 333-08693, No. 333-15037, No. 333-24469, and No.
333-24469)333-45045) pertaining to the 1987 Stock Option Plan, 1990 Directors' Option
Plan, 1996 Stock Plan, the Autodesk, Inc. Nonstatutory Stock Option Plan, and
Employee Qualified Stock Purchase Plan of Autodesk, Inc., the Teleos Research
1996 Stock Plan and the Softdesk, Inc. 1992 Stock Option Plan, Softdesk, Inc.
1993 Director Stock Option Plan and Softdesk, Inc. 1993 Equity Incentive Plan of
our report dated February 24, 1997, except1998 (except for the second paragraph of Note 101 as
to which the date is March 31, 1997,January 25, 1999), with respect to the consolidated
financial statements incorporated herein by reference, and our report included
in the preceding paragraph with respect to the financial statement schedule
included in this Annual Report (Form 10-K)10-K/A) of Autodesk, Inc.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
April 28, 1997
19February 3, 1999
18
Schedule II
AUTODESK, INC.
VALUATION AND QUALIFYING ACCOUNTS
Additions--
Balance at Charged to Balance
Beginning Costs and Deductions at End
Description of Year Expenses Write-Offs of Year
---------------------------------------- ----------- ------- -------- ---------- ------------------ ------------ -----------
Fiscal year ended January 31, 1998
Allowance for doubtful accounts $ 6,635,000 $ 3,701,000 $ 3,200,000 $ 7,136,000
Allowance for stock balancing and
product rotation $17,175,000 $38,419,000 $35,375,000 $20,219,000
Fiscal year ended January 31, 1997
Allowance for doubtful accounts $6,731,000 $1,735,000 $1,831,000 $6,635,000$ 1,735,000 $ 1,831,000 $ 6,635,000
Allowance for stock balancing and
product rotation $14,607,000 $46,884,000 $44,316,000 $17,175,000
Fiscal year ended January 31, 1996
Allowance for doubtful accounts $6,457,000 $3,527,000 $3,253,000 $6,731,000
Allowance for stock balancing and
product rotation $6,892,000 $58,889,000 $51,174,000 $14,607,000
Fiscal year ended January 31, 1995
Allowance for doubtful accounts $5,204,000 $2,198,000 $945,000 $6,457,000$ 3,527,000 $ 3,253,000 $ 6,731,000
Allowance for stock balancing and
product rotation $1,290,000 $34,224,000 $28,622,000 $6,892,000 $58,889,000 $51,174,000 $14,607,000
S-1