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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
X[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES
EXCHANGE
- --- ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 19961998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES
- ---
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-14338
AUTODESK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)(Exact name of registrant as specified in its charter)
DELAWARE 94-2819853
(STATE OR OTHER JURISDICTION OF(State or other jurisdiction of (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.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:(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 REGISTEREDName of each exchange
Title of each class on which registered
------------------- ---------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G)12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS)(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. [X][ ]
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 22,
199621,
1998 as reported on the Nasdaq National Market, was approximately
$1,292,000,000.$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 22, 1996,21, 1998, Registrant had outstanding 46,082,00046,755,000 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended January
31, 19961998 are incorporated by reference into Parts II and IV. Portions of the
Proxy Statement for Registrant's 19961998 Annual Meeting of Stockholders to be held
June 27, 199625, 1998 are incorporated by reference in Part III.
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PART I
FORWARD-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 22 through 32 of the Company's 1998 Annual
Report to Stockholders.
ITEM 1. BUSINESS
GENERAL
Autodesk, Inc. ("Autodesk" or the "Company") was 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 home for architectural design, mechanical design, spatial
data management and mapping, animation, and visualization applications. The
Company's flagship product, AutoCAD/R/, develops, markets, and sells a
familyis one of design and multimedia software and component technologies for use on
personal computers and workstations. The Company is the world's leading volume
supplier of
computer-aided design ("CAD") software and the world's fourth-
largest PC-software company. Customers use Autodesk's software products for
tasks ranging from mechanical design and facilities management to digital
terrain modeling and videography.tools, with an installed base of more than 1.9
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/Facilities ManagementConstruction ("AEC/FM"AEC")--The The architecture,
engineering, construction, and facilities management industries utilize software
from Autodeskthe 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 designDuring fiscal year 1998, the Company expanded its product
offerings for the AEC Market Group by acquiring Softdesk, Inc. in March 1997.
AEC products include AutoCAD + S8 Architectural Suite, Softdesk/R/ 8 AEC Tools,
and construction process. The Company believes
that the majority of its CAD sales are used by the AEC/FM industry.AEC Professional Suite.
Mechanical Computer-Aided Design ("MCAD")--Autodesk's 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. The Company'sAutodesk's premier MCAD products include Autodeskproduct is
Mechanical Desktop, AutoCAD Designer, and AutoSurf.Desktop/R/.
Geographic Information Systems ("GIS")--The The Company's GIS Market Group
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
addressing howassisting automated mapping/facilities management,managers, as well as GIS and CAD users,
canto share mapping, GIS, and associated information in a corporate environment.
AutoCAD Map, which is expected to ship during fiscal
year 1997, will be the first in a series of mapping andThe Company's current GIS products planned
by Autodesk.
Data Managementinclude AutoCAD Map/R/, Autodesk
MapGuide/TM/, and Autodesk World/TM/.
Personal Solutions Group ("DM"PSG")--The Data Management The PSG 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
revise
design-related information. DM products offered by the Company include
Autodesk WorkCenter, Autodesk View, AutoCAD Data Extension ("ADE"), as well as
products from Autodesk Data Publishing which publishes pre-formatted product
and reference libraries for specific markets.
Kinetix--ThePicture This Home!/R/ Kitchen & Bath.
Kinetix/R/ The Kinetix division of Autodesk (formerly Autodesk's Multimedia
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 from this market group includeKinetix provides two core platform
products--3D Studio MAX/R/ and 3D Studio MAX and 3D Studio.
In addition to the five market groups discussed above, the Company has
established an Advanced Products Group which focusesVIZ/TM/, that specifically focus on
providing a new
generation of tools for a much broader market. The goal of this group is to
expand Autodesk's traditional customer base of architects and engineers by
creating, for example, products for individuals in associated trades, such as
landscaping and interior design.
2these markets.
1
PRODUCTS
The Company has aligned its market groups into three segments: the Design
Solutions segment (which includes the AEC, MCAD, and GIS market groups, as well
as AutoCAD products), the Personal Solutions segment, and Kinetix (the
multimedia segment). The Company's primary CAD software products include AutoCAD, AutoCAD LT, and
AutoSketch.
AutoCADDesign 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 UNIXUNIX-based
platforms (Sun Solaris, HP-UX, Silicon Graphics Inc., IRIX, and IBM AIX). The installed base
ofBecause
AutoCAD exceeds 1.4 million units. Because AutoCAD's .DWGsoftware'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-splines)AutoSnap/TM/, data-sharing features like raster image and ellipses, 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 4,5005,000 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 8070
percent of the Company'sAutodesk's revenues in fiscal years 19961998 and 19951997 as compared to
approximately 8580 percent in fiscal year 1994.
Autodesk is committed1996. During fiscal year 1998,
approximately 244,000 new AutoCAD licenses were added worldwide, compared to
enhancing AutoCAD software's core technology while
at the same time extending the Company's reach with complementary products of
varying price207,000 licenses and functionality, some of which are described below.
AutoCAD LT
AutoCAD LT for Windows is a low-cost CAD package offering a wide range of 2D233,000 licenses added during fiscal years 1997 and basic 3D drafting capabilities. With an installed base of more than
250,000 seats, AutoCAD LT is intended for CAD managers, designers, and
engineers who need a powerful, stand-alone CAD tool, but who do not require
AutoCAD's advanced feature set. 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. AutoCAD LT
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 has complete data compatibility with
AutoCAD Release 11 and Release 12, which allows the exchange of drawings with
other AutoCAD users with no loss of 2D geometry data.
AutoSketch
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.
3
AutoCAD1996,
respectively.
AutoCAD/R/ OEM
AutoCAD OEM ("Original Equipment Manufacturer") for WindowsWindows-based operating
systems is a selectively-licensedselectively 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, as well as enterprise-wide solution
providers, requiringsystem
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")APIs including ObjectARX 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 Mechanical CAD products include AutodeskDesktop/R/
Mechanical Desktop AutoCAD Designer, AutoSurf, and the Autodesk Mechanical Library, which are
discussed below.
Mechanical Desktop
Autodesk Mechanical Desktop software which began shipping in the first
quarter of fiscal year 1997, is an integrated software application that
providesunites advanced 2D and 3D mechanical design functionscapabilities for desktop PCs. The Mechanical
Desktop contains integrated modules for fully parametric feature-based solid
modeling, surface modeling, and assembly modeling, all withmodeling; 2D design/drafting and
bidirectional associative drafting,drafting; as well as AutoCAD Release 13 and thea built-in Autodesk IGES
Translator, which enables users to accurately and efficiently exchange all versions of IGES (Initial Graphics
Exchange Specification)-formatted files. The data with other systems. Mechanical Desktop Release 2.0,
which was released in December 1997, includes an Express User Interface,
Edit-in-Place assembly functionality, and improved integration with the
Company's AutoCAD Release 14 for mechanical drafting, and 3D Studio MAX for 3D
photorealistic rendering and 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
latest release of Mechanical Desktop software.
AutoCAD Map/R/
AutoCAD Map software is compatible with other Autodeskthe first AutoCAD-based automated-mapping product
offerings, including
Autodesk WorkCenter for technical documentprofessional planners, utility managers, and workflow management.
AutoCAD Designer
AutoCAD Designer software delivers the powertechnicians who create and
flexibility of 3D feature-
based solid modelingmaintain their own maps and assembly modelinguse their data for engineering-based analysis and
is completely integratedplanning. Built with AutoCAD software. Userssoftware, AutoCAD Map focuses on five key areas:
digital map creation, analysis, maintenance of up-to-date maps, data exchange,
and publishing. The API in AutoCAD Designer can sketchMap 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 ObjectARX capabilities.
Autodesk MapGuide/TM/
MapGuide is a Web-based GIS technology that is designed to allow corporate
customers and developers to use the Internet and business intranets to rapidly
deploy decision support systems with a geographic component. Suited for a wide
range of users--from GIS professionals to the casual computer user--MapGuide
software enables 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 presentation functionality for
spatial data, including raster, vector (CAD and GIS), and attributes. It also
includes Object Linking and Embedding ("OLE"), which allows users to link
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 industry-fields of
Architecture, Engineering, Construction, Facility Management, and Plant Design
and Management. It includes AutoCAD Release 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 2Dmanufacturer 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 environment and automatically create a 3D parametric solid
model using "intelligent" shapesRelease 14 or AutoCAD Map 2.0 by addressing common
surveying requirements such as holes, fillets,Surface Modeling and protrusions.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
site 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 contains
an extensive 2D drafting toolset as well as 3D lines and polylines with quick
shading and hidden-line removal. Other features include automatically generated, fully associative, multiview
detail drawings;a Start-Up dialog box
and Drawing Set-Up wizards to help the capabilityuser 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 create, document, and analyze mechanical
assemblies; and full interoperability with a variety of independently
developed applications.open or save
drawings directly to the Internet. AutoCAD Designer is suited for drafters, designers,
and engineers involvedLT operates in the conceptualization, design, or drafting of
mechanical parts inWindows
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 variety of manufacturing industries including
automotive, electrical equipment, machinery, plastics, and aerospace. AutoCAD
Designer .DWG filesprecision drawing program that can
be used with other AutoCAD software applications as
well as with Autodesk visualization productsfor creating technical diagrams, architectural layouts, electrical
drawings, mechanical plans, information graphics, and independently developed
applications.
AutoSurf
AutoSurf software is integrated with AutoCAD, AutoCAD Designer,presentations. The
Application Wizards customize their interfaces based on the type of drawing to
allow for the creation of drawings, diagrams, and AutoVision software and provides customers with sophisticated, yet easy-to-
use, 3D surface-modeling tools for use on PCs and engineering workstations.
Fully interoperable with AutoCAD, AutoSurf extends AutoCAD's 3D modeling
capabilities with sophisticated surface-modeling, -editing, and -analysis
tools. AutoSurf also interoperates with other Autodesk products; for example,
users can obtain complex-shape descriptions by cutting AutoCAD Designer
parametric solids with AutoSurf software's sculpted free-form NURBS surfaces.
AutoCAD IGES Translator software is included to ensure accurate and complete
data transition across different high-end CAD systems; data can be accurately
transferred, queried, and manipulated in AutoSurf, and then used in other
functions in the design process. AutoSurf helps customers design complex
mechanical component parts such as sophisticated consumer products, automotive
products, molds, turbines, and propellers.sketches.
4
Autodesk Mechanical Library
Available on CD-ROM via a regularly updated subscription service from
Autodesk Data Publishing,Picture This Home!/R/ Kitchen & Bath
Introduced by the Autodesk Mechanical Library currently consists
of two titles: PartSpec and MaterialSpec. PartSpec is a "digital warehouse"
representing more than 50 leading US vendors with more than 300,000 predrawn,
purchasable, 2D parts drawings--plus associated attribute information--in
AutoCAD .DWG file format for easy insertion into AutoCAD drawings.
MaterialSpec contains a complete database of more than 25,000 materials from
more than 300 manufacturers worldwide, described in more than 100,000 full-
text records. Both titles offer a unified graphical user interface, run in
Windows and DOS, and are fully compatible with Autodesk software and other
design systems.
Autodesk's GIS Market Group is expected to offer a family of GIS products,
tools, and developer programs to address the unique requirements of customers
who use geographic information. The first product in the GIS product family,
AutoCAD Map, is discussed below.
AutoCAD Map
AutoCAD Map, which is expected to shipCompany during fiscal year 1997, will be the
first inPicture This Home!
Kitchen is a series of mapping and GIS software planned by Autodesk.
Incorporating the drafting power of AutoCAD software and the data management
functionality of AutoCAD Data Extension software, AutoCAD Map adds
comprehensive automated mapping and GIS tools, plus an application programming
interface ("API") for designing custom applications. Using AutoCAD .DWG as its
native file format, AutoCAD Mapkitchen remodeling program that allows a user to import .MIF/.MID (MapInfo),
.SHP (Environmental Systems Research Institute, Inc.), .DXF, and .DGN
(Intergraph Corporation) formats and to export complete and accurate files in
the same formats. The software provides a full set of map-creation and editing
tools, including digitizing, rubber sheeting, and multiuser editing; extensive
cleanup capabilities, thematic mapping capabilities; and essential geographic
analysis features that utilize GIS topology, such as polygon overlay,
buffering, and network analysis. AutoCAD Map offers broad map projections
support and map presentation and plotting features, such as the ability to
specify plot sets for map series and book production.
The Company's principal data management programs, Autodesk WorkCenter,
Autodesk View, and AutoCAD Data Extension, are discussed below.
Autodesk WorkCenter
Windows-based Autodesk WorkCenter software is an easily customized software
system for managing technical documents and automating workflow for design
teams. Its built-in management tools allow 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, Autodesk WorkCenter 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.
Fully integrated with AutoCAD for Windows, Autodesk 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 their differences.
5
Autodesk View
Autodesk View is a low-cost CAD preview, view,match thousands of
decorative products (such as paints, wallpapers, fixtures, and redline tool for design
teams. It views 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.
AutoCAD Data Extension
AutoCAD Data Extension ("ADE") 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 allows
users to locate data within a set of AutoCAD drawings based upon entity
location; properties such as color, layer, or linetype; or associated data.
Well suited for multiuser work environments, ADE software provides
simultaneous access to an organization's entire drawing database. Entity-
locking and user-access controls monitor changes to source drawings and
prevent accidental overwrites. Other features include data management tools
that automatically link drawing objects to database records and related
documents.
Autodesk Data Publishing
Autodesk's Data Management Market Group also includes product offeringsappliances) from
Autodesk Data Publishing ("ADP") which publishes preformatted product and
reference libraries for specific markets. ADP titles include PartSpec and
MaterialSpec (as previously described) and PlantSpec, which is expected to
ship in fiscal year 1997, and provides purchased parts information to users in
the process manufacturing industry.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 desktop 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 which is expected to ship in fiscal year 1997.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
the Company's Texture Universe software, a collection of ready-to-use,
digitized textures and backgrounds offering further visualization
capabilities.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, Autodeskthe 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 1996, 1995,1998, 1997, and 1994,1996, the Company incurred
$78,678,000, $65,176,000,$122,432,000, $93,702,000, and $56,231,000,$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
19961997 and 1994)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. The Company's EuropeanAutodesk'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, Autodeskthe Company will continue to
actively collaborate with and support independent software developers who offer
products that enhance and complement AutoCAD software and other products the Company offers.offered
by Autodesk.
The software products offered by the Company are internally complexcomplex.
Despite extensive testing and quality control, these products may contain errors
or defects ("bugs"), as is the case generally with computer software, especially when first introduced. Despite extensiveIn 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 testing and
quality control, therereturns in fiscal year 1996. There can be no assurance
that defects or errors will not be foundoccur in future releases of AutoCAD or other
software products offered by the Company's products.Company. Such defects or errors could result in
damagecorrective 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.
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, or
lower-
than-anticipatedlower-than-anticipated demand for these products could have a material and
adverse effect on the Company's business and consolidated results of operations.
7
MARKETING AND SALES
Autodesk's customer-related operations are divided into three geographic
regions: the Americas, Europe, and Asia/Asia Pacific. The Company'sAutodesk's products are
marketed worldwide through a network of domestic and foreign offices. Autodesk
distributesThe
Company sells its software products primarily through a network of more than
4,000 independent distributors and dealers
(value-added resellers or "VARs") who support sales of Autodeskdistribute the Company's products to
end usersend-users in more than 125150 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 the Company'sAutodesk'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, end-users.to end users. Substantially all of the Company'sAutodesk's
international sales are made to dealers and distributors, which are supported by
the Company'sAutodesk'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.
While no single customer accounted for more than 10 percent of the Company'sAutodesk's
consolidated revenues in fiscal yearyears 1998, 1997, or 1996, 1995, or 1994, the loss of, or a
significant reduction in, business with any one of the Company'sAutodesk'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 6458 percent, 6165 percent, and 5864 percent of revenues in fiscal years
1996, 1995,1998, 1997, and 1994,1996, respectively.
CUSTOMER AND DEALER SUPPORT
AutodeskDuring 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-producttechnical 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 the
Company'sAutodesk 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 ontotutorials that highlight critical components of the Autodesk
Forum on CompuServe. The four Autodesk Forums are the AutoCAD Forum, the
Autodesk Beta Forum, the Autodesk Multimedia Forum,Company's
products, and the Multimedia Learning Assistance program, which provides lessons
related to design projects through an interactive multimedia tool.
Autodesk Retail
Products Forum. These forums provide answers to technical questions and tips
and techniques to assist users of Autodesk products. The Autodesk Forum also
allows the Company to make important product-support information available
simultaneously to dealers and customers.
8
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-usersend users of the Company's products.
In addition, Autodesk products. Both programs require thatprovides 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, 1996,1998, the Company had authorized more than 900
independent Autodesk Training CenterCenters ("ATC"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 North
American Autodesk User
Group International ("NAAUG"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 product designproducts to facilitate third-party development of
peripheral and complementary products. This open-architecture designapproach 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 4,5005,000 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 suchtheir add-on products enhance sales opportunities for
the Company'sAutodesk'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. The Company's OEM Programprogram
provides the technology for qualified developers to create and deliver suites of
scaleablescalable 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, worldwide, whose applications extend
and enhance the functionality of Autodesk's products worldwide, the Company's products,
AutodeskCompany
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 Developers whose efforts broaden and enhance the functionality of Autodesk software.
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 applications
compatible with Autodesk's MCAD product offerings.
9
BACKLOG
The CompanyAutodesk typically ships products within one to two weeks after receipt of
an order, which is common in the computer software industry. Accordingly,
the CompanyAutodesk does not maintain significant backlog, and backlog as of any particular
date is not representativegives 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 the
Company'sAutodesk's business, consolidated results of operations and financial
condition.
8
The AutoCADAEC family of products competes directly with other CAD software including that of MicroStationoffered by
companies such as Bentley Systems, Inc. ("Bentley"); Personal Designer and
CADDS by 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 by 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.("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;
TriSpectives from 3D/Eye; the 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 CorporationAdobe Systems Inc.; Macromedia, Inc.; Microsoft Corporation;
and Metaphase. The Company's data
management products also compete with generic document management products
including offerings from Documentum and PC DOCS, Inc. When released, AutoCAD
Map is expected to compete most directly with MicroStation Geographics from
Bentley Systems, Inc, and GIS product lines offered by Environmental Systems
Research Institute, Inc. and Intergraph Corporation. The Company 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,
AutoVision, and Animator Studio--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 subsidiaryThe Personal Solutions Group family of Silicon Graphics, Inc. Products competing with 3D Studio MAX and 3D Studio
software include Softimage 3D by Softimage Inc., a wholly owned subsidiary 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 in many applications to much 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 by RenderStar Technology BV.
TheMicrografx 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. The CompanyAutodesk 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 the
Company'sAutodesk'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 the Company'sAutodesk'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
operation.operations.
From time to time, the Company receives claims alleging infringement of a
third party's intellectual property rights, including patents. Any disputes
involving the Company'sAutodesk'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-
typeshrink-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.
AutodeskThe Company has an in-house antipiracy program focused on pursuing
companies and individuals who illegally duplicate, sell, or install the Company'sAutodesk'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 Autodeskthe 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 onto media for distribution to customers are
performed by the Company and by licensed subcontractors. Media for the
Company'sAutodesk's
products include CD-ROMs and disks andwhich are available from multiple sources.
User manuals for Autodeskthe 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 partythird-party contractors. International production is
performed in leased facilities in Switzerland and
Australia and by independent third-party contractors in JapanIreland and Singapore. To
date, Autodeskthe Company has not experienced any material difficulties or delays in the
production of its software and documentation.
10
EMPLOYEES
As of January 31, 1996,1998, the Company had 1,8942,470 full-time employees, (1,251of which
1,784 were based in North America, 463the Americas, 428 in Europe, and 180258 in Asia/Pacific),Asia Pacific. The
continued growth and success of whom 472 werethe Company depends significantly on the
continued service of highly skilled employees. Competition for these employees
in software development, 94today's marketplace, especially in quality assurance, 911 in marketing and sales, 56
in production, and 361 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
FORWARD-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 24 through 29 of the Company's 1996 Annual
Report to Stockholders.
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 October 1992, Vermont Microsystems, Inc. ("VMI") filed a complaint
againstMay 1997, the Company in the US District Court for the Districtsettled a lawsuit filed by Tektronix, Inc.
alleging a patent infringement, pursuant to which all of Vermont,
alleging among other things, misappropriation of trade secrets. In October
1994, the case was tried before a Magistrate of the US District Court of
Vermont.Tektronix's claims have
been dismissed.
In December 1994, the US District Court ruled in favor of VMI on the
trade secret claim and the Company recorded a $25.5 million litigation charge of $25.5
million as
a result of a judgment in this matter.against the Company on a claim of a trade secret
misappropriation brought by Vermont Microsystems, Inc. ("VMI"). The Company
appealed that judgment and, VMI cross-appealed, beforeupon remand to the USFederal District Court, a reduced
judgment was entered against the Company in the amount of $14.2 million plus
interest. On February 23, 1998, the U.S. Court of Appeals for the Second Circuit
in January 1996. Thereduced the judgment to $7.8 million. Because the case is still subject to post
judgment motions and appeals, the Company is awaiting a ruling onhas not reflected the appeal. Management believes the claimsreduction of
damages in the case, includingaccompanying consolidated financial statements.
Autodesk is a cross appeal
by VMI for additional damages, are without merit andparty to various legal proceedings arising from the ultimatenormal
course of business activities. While the outcome of these matters cannot be
predicted with certainty, in management's opinion, resolution of this matter willthese matters
is not expected to have a material adverse effectimpact on the Company's
financial condition orAutodesk's consolidated
results of operations.operations or its financial position. However, depending on the
amount and timing, an unfavorable resolution of thisa matter could materially affect
the Company'sAutodesk'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 1996.1998.
Executive Officers of the Registrant
- ------------------------------------
The following sets forth certain information regarding the executive officers of
the Company as of April 15, 1996:21, 1998:
OFFICER
NAME AGE POSITION
SINCE
---- --- --------
-------
Carol A. Bartz.......... 47Bartz ......... 49 Chairman of the Board and Chief Executive
Officer
Eric B. Herr ........... 49 President and Chief 1992
ExecutiveOperating Officer
Joseph H. Astroth, Ph.D. 4042 Vice President, GIS Market Group
1996
Robert M. Carr.......... 39Carl Bass .............. 40 Vice President, Engineering 1993
Larry L. Crume.......... 51and Chief Technical
Officer
Steve Cakebread ........ 46 Vice President and General Manager, Kinetix 1995Chief Financial Officer
James D. D'Arezzo....... 45D'Arezzo ...... 46 Vice President, Data Management Market 1994
Group, and Vice President, Corporate Marketing
12
OFFICER
NAME AGE POSITION SINCE
---- --- -------- -------
Dominic J. Gallello.... 41Gallello .... 42 Vice President, Mechanical CAD Market 1992
Group, and Vice President, Asia/Pacific
Eric B. Herr........... 48 Chief Financial Officer, Vice President, 1992
Finance and Administration and Vice
President, Data Publishing
John E. Lynch.......... 39 Chief Technology Officer, Vice President, 1993
Advanced Products Group, Vice President,
AEC/FM Market Group
Stephen McMahon........ 54McMahon ........ 56 Vice President, Human Resources 1994and Facilities
Tom Norring ............ 52 Vice President, Asia Pacific
Michelle Pharr ......... 49 Vice President, the Americas
Marcia K. Sterling..... 52Sterling ..... 54 Vice President, Business Development and
1995
General Counsel
Godfrey R. Sullivan.... 42Sullivan .... 43 Vice President, Americas 1992Personal Solutions Group
Michael E. Sutton...... 51Sutton ...... 53 Vice President, Europe 1993Europe/Middle East/Africa
CarolCAROL A. BartzBARTZ joined the Company in April 1992 and has served as President, Chief
Executive Officer and Chairman of the Board since May 1992. Prior to
joining Autodesk, she held various positions at Sun Microsystems,Ms. Bartz served as
President from May 1992 through September 1996. Ms. Bartz is a director of
AirTouch Communications, Inc., from
1983 to April 1992, includingNetwork Appliance, Inc., and BEA Systems, Inc.
ERIC B. HERR has been Autodesk's President and Chief Operating Officer
since September 1996, having also served as the Acting Vice President, Worldwide Field Operations (July
1990AEC
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 April 1992).
Dr. JosephMay 1995, Mr. Herr served
as Vice President, Finance and Administration.
11
DR. JOSEPH H. AstrothASTROTH 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.
Robert M. Carr hasCARL 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, Engineering, since February
1995.Finance World Trade Corporation at Silicon Graphics. Mr. Carr joined the Company in November 1993Cakebread
held various finance and served as Vice
President, Core Technology Group, through January 1995. 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 the Company in
October 1995. From January 1990 through September 1994, Mr. Crume workedgeneral management positions at Lotus Development Corporation, serving as Vice President, International
Business Development,Hewlett-Packard from
January 1990 to April 1993, and as Vice President,
Electronic Messaging Division, from April 1993 to September 1994. Prior to
joining Autodesk, Mr. Crume was an independent consultant.
James1972 through March 1993.
JAMES D. D'ArezzoD'AREZZO has served as Vice President, Corporate Marketing, andsince
joining Autodesk in February 1994. Mr. D'Arezzo served as Vice President, Data
Management Market Group, sincefrom February 1996. Mr.
D'Arezzo joined the Company in February 1994 and served as Vice President,
Marketing1996 through January 1995.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 MarchJuly 1990 to November 1993, Mr.
D'Arezzo served as Banyan's Vice President of Marketing.
DominicDOMINIC J. GallelloGALLELLO has served as Vice President, Mechanical CADMCAD Market Group since
August 1995 andJanuary 1995. Mr. Gallello served as Vice President, Asia/Asia Pacific, since joiningfrom the Companytime
he joined Autodesk in October 1992.1992 until July 1996. From February 1995 to August
1995, Mr. Gallello served as actingActing Vice President, Mechanical CAD Market. From April 1981 to
October 1992, he held various positions with Intergraph Corporation, including
President, Intergraph Japan from June 1986 to October 1992.
13MCAD Market Group.
12
Eric B. Herr has been the Company's Chief Financial Officer since joining
the Company in May 1992. Mr. Herr has served as Vice President, Finance and
Administration since January 1995 and as Vice President, Data Publishing since
December 1995. From December 1992 through January 1995, Mr. Herr served as
Vice President, Emerging Businesses. From May 1990 to May 1992, he served as
Vice President of Finance and Planning, Sun Microsystems, Inc.
John E. Lynch joined Autodesk in May 1986 and has served as Chief Technology
Officer and Vice President, Advanced Products Group, since February 1995 and
Vice President, AEC/FM Market Group, since September 1995. From April 1993
through January 1995, Mr. Lynch served as Vice President, Product Development
Group. From June 1991 to April 1993, Mr. Lynch served as General Manager,
AutoCAD Division.
Stephen McMahonSTEPHEN MCMAHON has served as Vice President, Human Resources, since
joining the CompanyAutodesk in July 1992. From July 1987 to July 1992, Mr. McMahon served
as Senior Director, Human Resources, for Apple Computer, Inc.
MarciaTOM 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.
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. SterlingSTERLING 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 partner.
Godfreymember.
GODFREY R. SULLIVAN was named Vice President, Personal Solutions Group, in
September 1997. Mr. Sullivan has served as Vice President, the Americas, since
joining the CompanyAutodesk 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.
MichaelMICHAEL E. SuttonSUTTON has served as Vice President, Europe,Europe/Middle East/Africa,
since June 1993. Mr. Sutton joined the CompanyAutodesk in October 1987 as a sales and
marketing director in the United Kingdom. Mr. Sutton was the Managing Director
of the Company'sAutodesk'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 actingActing Vice President,
Europe.
There is no family relationship among any of the directors or executive
officers 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
4553 of the Company's 19961998 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 19961998 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 2932 of the Company's 19961998 Annual Report to Stockholders.
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages
3033 through 4451 of the Company's 19961998 Annual Report to Stockholders.
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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 3033 through 4451 of the
Registrant's 19961998 Annual Report to Stockholders:
Consolidated Statement of Income--Fiscal Years Ended January 31, 1998,
1997, and 1996
1995, and 199414
Consolidated Balance Sheet--January 31, 19961998 and 19951997
Consolidated Statement of Cash Flows--Fiscal Years Ended January 31, 1996, 1995,1998,
1997, and 19941996
Consolidated Statement of Stockholders' Equity--Three-YearEquity--Three Year Period Ended
January 31, 19961998
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, 1996,
1995,1998, 1997, and
19941996, 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.........................Accounts.................. 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
------- -----------
3.1(1) Certificate of Incorporation of Registrant, as amended
3.2(1) Bylaws of Registrant
4.1(2) Preferred Shares Rights Agreement dated December 14, 1995
10.1(1)* Registrant's 1987 Stock Option Plan, as amended
10.2* 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
10.5(1)* Form of Indemnification Agreement executed by the Company and
each of its officers and directors
16
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
EXHIBIT
NO. DESCRIPTION
------- -----------
10.6(3)* Agreement between Registrant and Carol A. Bartz dated April 7,
1992
13.1 Annual Report to Stockholders for the year ended January 31,
1996 (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)
27 Financial Data Schedule
--------
(1) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1995.1997.
(2) Incorporated by reference to the Registrant'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.
(3)(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, 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 Registration
Statement on Form S-8 filed on 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 reportsreport on Form 8-K werewas filed by the Company during
the fiscal quarter ended January 31, 1996.1998.
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, AutoVision, World-Creating Toolkit, AutoSurf,AutoCAD LT, AutoCAD Map, AutoSketch,
AutoCAD Data Extension, AutoLISP,Kinetix, Mechanical Desktop, Picture This Home!, PlantSpec, 3D Studio MAX,
AutoLISP, AutoCAD Development System, Autodesk WorkCenter,
MaterialSpec,View, Softdesk, Autodesk
University, and ATCDesignBlocks are registered trademarks, ofand Autodesk
Inc. in the USA
and/or other countries. Kinetix,MapGuide, Autodesk Mechanical Desktop, Autodesk
AnimatorWorld, Bringing Information Down to Earth, Character
Studio, Texture Universe, PartSpec, 3D Studio MAX, Design Your World, ObjectARX, 3D Studio VIZ, Autodesk WalkThrough,
AutoSnap, AUGI, and DXFAuto-Architect are trademarks of Autodesk, Inc. in the
USA and/or other countries. Autodesk Registered Developer and NAAUG are servicemarks of Autodesk, Inc. in
the USA and/or other countries.Microsoft, Windows, and Windows NT are
registered trademarks of Microsoft Corporation. UNIX is a registered trademark licensed
exclusively through X/Open Co. Ltd. CompuServe is a registered trademark of H
& R Block. All other brand names,
product names, or trademarks belong to their respective holders.
1716
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTIONPursuant to the requirements of Section 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OFor 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.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----------------------
Carol A. BARTZ
CHAIRMAN OF THE BOARDBartz
Chairman of the Board
Dated: February 28, 19973, 1999
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carol A. Bartz jointly and severally,as his attorneys-in-fact,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 OFPursuant 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.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 DATESignature Title Date
- -------------------------- --------------------------- --------------
/s/ CAROL A. BARTZ Chief Executive February 28, 1997
- ------------------------------------- Officer and CAROL A. BARTZFebruary 3, 1999
- -------------------------- Director (Principal Executive
Carol A. Bartz Officer)
/s/ JOHN E. CALONICO ActingSTEVE CAKEBREAD Vice President February 3, 1999
- -------------------------- and Chief Financial Officer
Steve Cakebread (Principal Financial Officer)
/s/ DAVID S. OPPENHEIMER Vice President, Finance February 28, 19973, 1999
- ------------------------------------- Officer-------------------------- (Principal
JOHN E. CALONICO Financial and Accounting Officer)
David S. Oppenheimer
/s/ MARK A. BERTELSEN*BERTELSEN Director February 28, 19973, 1999
- -------------------------------------
MARK--------------------------
Mark A. BERTELSENBertelsen
/s/ CRAWFORD W. BEVERIDGE*BEVERIDGE Director February 28, 19973, 1999
- -------------------------------------
CRAWFORD--------------------------
Crawford W. BEVERIDGEBeveridge
/s/ J. HALLAM DAWSON*DAWSON Director February 28, 19973, 1999
- ---------------------------------------------------------------
J. HALLAM DAWSONHallam Dawson
/s/ PAUL OTELLINI Director February 3, 1999
- --------------------------
Paul Otellini
/s/ MORTON L. TOPFER*TOPFER Director February 28, 19973, 1999
- -------------------------------------
MORTON--------------------------
Morton L. TOPFERTopfer
/s/ MARY ALICE TAYLOR Director February 28, 19973, 1999
- -------------------------------------
MARY ALICE TAYLOR
*By: /s/ CAROL A. BARTZ
--------------------------------
CAROL A. BARTZ
Attorney-in-fact--------------------------
Mary Alice Taylor
1817
CONSENT OF INDEPENDENT AUDITORS
We consent to the useincorporation by reference in this Annual Report (Form 10-K/A)
of Autodesk, Inc. of our report dated February 20, 1996, incorporated by
reference24, 1998 (except for the second
paragraph of Note 1 as to which the date is January 25, 1999), included in the
1998 Annual Report on Form 10-Kto Stockholders of Autodesk, Inc. for the year ended
January 31, 1996, with respect to the consolidated financial statements, as
amended, included in this Form 10-K/A.
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 Post Effective
Amendment No. 1 to the Registration Statements
(Form S-8 No. 33-54683,33-15675, No. 33-
22656,33-22656, No. 33-39458, No. 33-41265, No. 33-51110,
No. 33-41265,33-54683, No. 33-15675,33-61015, No. 33-39458333-08693, No. 333-15037, No. 333-24469, and No.
33-
61015)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 20, 199624, 1998 (except for the second paragraph of Note 1 as
to which the date is 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/A) of Autodesk, Inc.
/s/ ErnstERNST & YoungYOUNG LLP
-------------------------------------
ERNST & YOUNG LLP
San Francisco,Jose, California
MarchFebruary 3, 1997
191999
18
SCHEDULESchedule II
AUTODESK, INC.
VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT DEDUCTIONS-- BALANCE
BEGINNING ADDITIONS-- RETURNS AND AT END
DESCRIPTION OF YEAR PROVISIONS WRITE-OFFS OF YEAR
-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
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....................accounts $6,457,000 $ 3,527,000 $ 3,253,000 $ 6,731,000
Allowance for returns, stock balancing and
product rotation....................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
Allowance for returns, stock
balancing, and product
rotation.................... $1,290,000 $34,224,000 $28,622,000 $ 6,892,000
Fiscal year ended January 31,
1994
Allowance for doubtful
accounts.................... $4,138,000 $ 2,024,000 $ 958,000 $ 5,204,000
Allowance for returns, stock
balancing, and product
rotation.................... $ -0- $ 8,965,000 $ 7,675,000 $ 1,290,000
S-1