Edgar Filing: AUTODESK INC

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ADSK-10-31-2012 - 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2012



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-14338

AUTODESK, INC.

(Exact name of registrant as specified in its charter)



Delaware		94-2819853
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer Identification No.)

111 McInnis Parkway, San Rafael, California		94903
(Address of principal executive offices)		(Zip Code)

(415) 507-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 30, 2012, registrant had outstanding approximately 224.7 million shares of common stock.

AUTODESK, INC. FORM 10-Q

TABLE OF CONTENTS



		Page No.
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Statements of Operations Three and Nine Months Ended October 31, 2012 and 2011	3

	Condensed Consolidated Statements of Comprehensive Income Three and Nine Months Ended October 31, 2012 and 2011	4

	Condensed Consolidated Balance Sheets October 31, 2012 and January 31, 2012	5

	Condensed Consolidated Statements of Cash Flows Nine Months Ended October 31, 2012 and 2011	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	43

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults Upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	56

Item 6.	Exhibits	57

	Signatures	58

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

AUTODESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)



	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Net revenue:
License and other	$	317.1		$	331.4		$	1,018.6		$	987.4
Maintenance	230.9			217.2			686.7			635.8
Total net revenue	548.0			548.6			1,705.3			1,623.2
Cost of revenue:
Cost of license and other revenue	49.5			50.5			145.7			138.8
Cost of maintenance revenue	8.4			9.1			30.8			32.8
Total cost of revenue	57.9			59.6			176.5			171.6
Gross profit	490.1			489.0			1,528.8			1,451.6
Operating expenses:
Marketing and sales	203.9			206.2			639.5			609.1
Research and development	153.0			141.2			450.6			417.0
General and administrative	62.1			51.4			180.7			163.0
Restructuring charges (benefits), net	36.7			—			36.7			(1.3		)
Total operating expenses	455.7			398.8			1,307.5			1,187.8
Income from operations	34.4			90.2			221.3			263.8
Interest and other (expense) income, net	(0.1		)	1.1			2.6			6.2
Income before income taxes	34.3			91.3			223.9			270.0
Provision for income taxes	(4.9		)	(18.5		)	(51.0		)	(56.7		)
Net income	$	29.4		$	72.8		$	172.9		$	213.3
Basic net income per share	$	0.13		$	0.32		$	0.76		$	0.93
Diluted net income per share	$	0.13		$	0.32		$	0.75		$	0.91
Weighted average shares used in computing basic net income per share	225.5			227.1			227.1			228.2
Weighted average shares used in computing diluted net income per share	229.9			230.7			231.4			233.7

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)



	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Net income	$	29.4		$	72.8		$	172.9		$	213.3
Other comprehensive (loss) income, net of tax and reclassifications:
Net loss on derivative instruments	(12.1		)	(3.3		)	(8.6		)	(2.8		)
Change in net unrealized gain on available-for-sale securities	(1.2		)	(1.4		)	(0.8		)	(0.4		)
Net change in cumulative foreign currency translation gain (loss)	6.3			(6.2		)	(2.9		)	7.2
Total other comprehensive (loss) income	(7.0		)	(10.9		)	(12.3		)	4.0
Total comprehensive income	$	22.4		$	61.9		$	160.6		$	217.3

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)



	October 31, 2012			January 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	827.0		$	1,156.9
Marketable securities	502.1			254.4
Accounts receivable, net	293.3			395.1
Deferred income taxes	48.4			30.1
Prepaid expenses and other current assets	53.8			59.4
Total current assets	1,724.6			1,895.9
Marketable securities	408.3			192.8
Computer equipment, software, furniture and leasehold improvements, net	114.6			104.5
Purchased technologies, net	75.9			84.6
Goodwill	824.6			682.4
Deferred income taxes, net	128.3			135.8
Other assets	152.9			131.8
	$	3,429.2		$	3,227.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	75.9		$	89.3
Accrued compensation	155.6			183.9
Accrued income taxes	14.2			14.4
Deferred revenue	558.1			582.3
Borrowings under line of credit	110.0			—
Other accrued liabilities	71.5			84.2
Total current liabilities	985.3			954.1
Deferred revenue	155.6			136.9
Long term income taxes payable	184.4			174.8
Other liabilities	86.0			79.1
Commitments and contingencies
Stockholders’ equity:
Preferred stock	—			—
Common stock and additional paid-in capital	1,438.9			1,365.4
Accumulated other comprehensive (loss) income	(6.4		)	5.9
Retained earnings	585.4			511.6
Total stockholders’ equity	2,017.9			1,882.9
	$	3,429.2		$	3,227.8

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



	Nine Months Ended October 31,
	2012			2011
Operating activities:
Net income	$	172.9		$	213.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	93.1			85.2
Stock-based compensation expense	118.8			78.8
Excess tax benefits from stock-based compensation	(27.4		)	(33.0		)
Restructuring charges (benefits), net	36.7			(1.3		)
Other operating activities	4.4			—
Changes in operating assets and liabilities, net of business combinations	5.0			55.3
Net cash provided by operating activities	403.5			398.3
Investing activities:
Purchases of marketable securities	(1,103.1		)	(456.0		)
Sales of marketable securities	207.0			110.8
Maturities of marketable securities	436.6			307.0
Capital expenditures	(44.7		)	(48.7		)
Acquisitions, net of cash acquired	(204.2		)	(182.7		)
Other investing activities	(22.1		)	(23.5		)
Net cash used in investing activities	(730.5		)	(293.1		)
Financing activities:
Proceeds from issuance of common stock, net of issuance costs	199.6			156.3
Repurchases of common stock	(340.5		)	(263.7		)
Draws on line of credit	110.0			—
Excess tax benefits from stock-based compensation	27.4			33.0
Net cash used in financing activities	(3.5		)	(74.4		)
Effect of exchange rate changes on cash and cash equivalents	0.6			(2.6		)
Net (decrease) increase in cash and cash equivalents	(329.9		)	28.2
Cash and cash equivalents at beginning of fiscal year	1,156.9			1,075.1
Cash and cash equivalents at end of period	$	827.0		$	1,103.3

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except share and per share data, or as otherwise noted)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Autodesk, Inc. (“Autodesk” or the “Company”) as of October 31, 2012, and for the three and nine months ended October 31, 2012, have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information along with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for annual financial statements. In management’s opinion, Autodesk has made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair presentation of the financial position and operating results of the Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the results of operations for the three and nine months ended October 31, 2012 are not necessarily indicative of the results for the entire fiscal year ending January 31, 2013, or for any other period. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes, together with management’s discussion and analysis of financial position and results of operations contained in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2012, filed on March 15, 2012.

Adjustments

Subsequent to furnishing preliminary financial statements on Form 8-K on November, 15, 2012 for the three and nine month periods ended October 31, 2012, Autodesk identified certain adjustments resulting in changes to the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Balance Sheet and Condensed Consolidated Statements of Cash Flows as reflected in this Quarterly Report on Form 10-Q that increased diluted earnings per share from $0.74 to $0.75 and non-GAAP diluted earnings per share from $1.41 to $1.42 for the nine months ended October 31, 2012.

2. Recently Issued Accounting Standards

With the exception of those discussed below, there have been no recent changes in accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or adopted by the Company during the nine months ended October 31, 2012, that are of significance, or potential significance, to the Company.

Accounting Standards Adopted in the Nine Months Ended October 31, 2012

In September 2011, the FASB issued Accounting Standard Update (“ASU”) 2011-08 regarding Accounting Standards Codification (“ASC”) Topic 350 “Intangibles – Goodwill and Other.” This ASU allows for the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is more likely than not that the fair value of the reporting unit is greater than its carrying value, then performing the two-step impairment test is unnecessary. Autodesk adopted ASU 2011-08 effective February 1, 2012. The adoption of this ASU did not have a material impact on Autodesk's consolidated statements of financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05 regarding ASC Topic 220 “Comprehensive Income.” This ASU eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity and requires the presentation of the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU 2011-12, an amendment to an existing accounting standard which defers the requirement to present components of reclassifications of other comprehensive income on the face of the income statement. Autodesk adopted ASU 2011-05 and ASU 2011-12 effective February 1, 2012. This accounting pronouncement impacted the presentation of other comprehensive income but did not impact Autodesk's consolidated financial position, results of operations or cash flow.

In May 2011, FASB issued ASU 2011-04 regarding ASC Topic 820 “Fair Value Measurement.” This ASU amends the fair value measurement guidance and includes enhanced disclosure requirements primarily around Level 3 fair value measurements based on unobservable inputs. Autodesk adopted ASU 2011-4 effective February 1, 2012. The adoption of this

ASU did not have a material impact on Autodesk's consolidated statements of financial position, results of operations or cash flows.

3. Concentration of Credit Risk

Autodesk places its cash, cash equivalents and marketable securities in highly liquid instruments with, and in the custody of, diversified financial institutions globally with high credit ratings and limits the amounts invested with any one institution, type of security and issuer. Autodesk’s primary commercial banking relationship is with Citibank and its global affiliates (“Citibank”). Citicorp USA, Inc., an affiliate of Citibank, is one of the lead lenders and an agent in the syndicate of Autodesk’s $400.0 million line of credit facility. It is Autodesk’s policy to limit the amounts invested with any one institution by type of security and issuer.

Total sales to the distributor Tech Data Corporation, and its global affiliates (“Tech Data”), accounted for 24% and 23% of Autodesk’s total net revenue for the three and nine months ended October 31, 2012, respectively, and 16% of Autodesk's total net revenue for both the three and nine months ended October 31, 2011. The majority of the net revenue from sales to Tech Data relates to Autodesk’s Platform Solutions and Emerging Business segment and is for sales made outside of the United States. In October 2011, Tech Data purchased certain assets of Mensch and Maschine Software (“MuM”), which has been a distributor of the Company's products in Europe. The acquisition concentrates additional sales through Tech Data, which on a consolidated basis would have accounted for 20% and 22% of Autodesk’s total net revenue for the three and nine months ended October 31, 2011, respectively, if the acquisition had taken place at the beginning of fiscal 2012. In addition, Tech Data accounted for 23% and 21% of trade accounts receivable at October 31, 2012 and January 31, 2012, respectively.

4. Financial Instruments

The following tables summarize the Company's financial instruments' amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category as of October 31, 2012 and January 31, 2012:



			October 31, 2012
			Amortized Cost		Gross unrealized gains		Gross unrealized losses			Fair Value		Level 1		Level 2		Level 3
Cash equivalents (1):
	Certificates of deposit and time deposits		$	212.4	$	—	$	—		$	212.4	$	22.9	$	189.5	$	—
	Commercial paper		273.0		—		—			273.0		—		273.0		—
	Money market funds		3.4		—		—			3.4		—		3.4		—
Marketable securities:
	Short-term available for sale
		Commercial paper and corporate debt securities	118.5		—		—			118.5		35.6		82.9		—
		Certificates of deposit and time deposits	223.8		—		—			223.8		40.0		183.8		—
		U.S. treasury securities	46.2		—		—			46.2		46.2		—		—
		U.S. government agency securities	74.4		—		—			74.4		74.4		—		—
		Municipal securities	3.0		—		—			3.0		3.0		—		—
		Other	0.3		—		—			0.3		0.3		—		—
	Short-term trading securities
		Mutual funds	32.8		3.1		—			35.9		35.9		—		—
	Long-term available for sale
		Corporate debt securities	164.4		1.8		—			166.2		166.2		—		—
		U.S. treasury securities	143.5		0.1		(0.1		)	143.5		143.5		—		—
		U.S. government agency securities	64.4		0.2		—			64.6		64.6		—		—
		Municipal securities	28.7		0.1		—			28.8		28.8		—		—
		Sovereign debt	1.0		—		—			1.0		—		1.0		—
		Taxable auction-rate securities	4.2		—		—			4.2		—		—		4.2
Convertible debt securities (2)			18.1		0.2		(2.2		)	16.1		—		—		16.1
Derivative contracts (3)			10.8		4.8		(2.8		)	12.8		—		2.2		10.6
		Total	$	1,422.9	$	10.3	$	(5.1	)	$	1,428.1	$	661.4	$	735.8	$	30.9

____________________


(1)	Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.


(2)	Included in "Other assets" in the accompanying Condensed Consolidated Balance Sheets.


(3)	Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.



			January 31, 2012
			Amortized Cost		Gross unrealized gains		Gross unrealized losses			Fair Value		Level 1		Level 2		Level 3
Cash equivalents (1):
	Certificates of deposit and time deposits		$	493.6	$	—	$	—		$	493.6	$	11.3	$	482.3	$	—
	Commercial paper		297.9		—		—			297.9		—		297.9		—
	Money market funds		62.1		—		—			62.1		—		62.1		—
Marketable securities:
	Short-term available for sale
		Commercial paper and corporate debt securities	143.7		0.1		—			143.8		35.3		108.5		—
		Certificates of deposit and time deposits	5.2		—		—			5.2		—		5.2		—
		U.S. treasury securities	30.7		—		—			30.7		30.7		—		—
		U.S. government agency securities	38.2		—		—			38.2		38.2		—		—
		Municipal securities	4.7		—		—			4.7		4.7		—		—
		Other	0.3		—		—			0.3		0.3		—		—
	Short-term trading securities
		Mutual funds	29.8		1.8		(0.1		)	31.5		31.5		—		—
	Long-term available for sale
		Corporate debt securities	107.8		1.0		(0.2		)	108.6		108.6		—		—
		U.S. treasury securities	23.6		0.2		—			23.8		23.8		—		—
		U.S. government agency securities	51.4		0.2		—			51.6		51.6		—		—
		Municipal securities	4.6		—		—			4.6		4.6		—		—
		Taxable auction-rate securities	4.2		—		—			4.2		—		—		4.2
Convertible debt securities (2)			18.3		—		—			18.3		—		—		18.3
Derivative contracts (3)			11.6		6.5		(2.2		)	15.9		—		9.7		6.2
		Total	$	1,327.7	$	9.8	$	(2.5	)	$	1,335.0	$	340.6	$	965.7	$	28.7

____________________


(1)	Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.


(2)	Included in "Other assets" in the accompanying Condensed Consolidated Balance Sheets.


(3)	Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.

Autodesk classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable securities with remaining maturities of less than 12 months are classified as short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. Autodesk may sell certain of its marketable securities prior to their stated maturities for strategic purposes or in anticipation of credit deterioration.

Autodesk applies fair value accounting for certain financial assets and liabilities, which consist of cash equivalents, marketable securities and other financial instruments, on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and (Level 3) unobservable inputs for which there is little or no market data, which require Autodesk to develop its own assumptions. When determining fair value, Autodesk uses observable market data and relies on unobservable inputs only when observable market data is not available. There have been no transfers between fair value measurement levels during the three and nine months ended October 31, 2012.

Autodesk's cash equivalents, marketable securities and financial instruments are primarily classified within Level 1 or

Level 2 of the fair value hierarchy. Autodesk values its available for sale securities on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1) or inputs other than quoted prices that are observable either directly or indirectly in determining fair value (Level 2). Autodesk's Level 2 securities are valued primarily using observable inputs other than quoted prices in active markets for identical assets and liabilities. Autodesk's Level 3 securities consist of investments held in auction rate securities, convertible debt securities and derivative contracts which are valued using probability weighted discounted cash flow models, in which some of the inputs are unobservable in the market.

A reconciliation of the change in Autodesk’s Level 3 items for the nine months ended October 31, 2012 was as follows:



	Fair Value Measurements Using Significant Unobservable Inputs
	(Level 3)
		Derivative Contracts			Convertible Debt Securities			Taxable Auction-Rate Securities		Total
Balance at January 31, 2012		$	6.2		$	18.3		$	4.2	$	28.7
Purchases		2.0			7.0			—		9.0
Transfers into (out of) Level 3		—			—			—		—
Settlements		(1.3		)	(7.2		)	—		(8.5		)
Net unrealized gains (losses)		3.7			(2.0		)	—		1.7
Balance at October 31, 2012		$	10.6		$	16.1		$	4.2	$	30.9

The following table summarizes the estimated fair value of our “available-for-sale securities” classified by the contractual maturity date of the security:



	October 31, 2012
	Cost		Fair Value
Due in 1 year	$	466.2	$	466.2
Due in 1 year through 5 years	420.1		420.2
Due in 5 years through 10 years	—		—
Due after 10 years	4.2		4.2
Total	$	890.5	$	890.6

As of October 31, 2012 and January 31, 2012, Autodesk did not have any securities in a continuous unrealized loss position for greater than twelve months.

Autodesk also has direct investments in privately held companies accounted for under the cost method, which are periodically assessed for other-than-temporary impairment. If Autodesk determines that an other-than-temporary impairment has occurred, Autodesk writes down the investment to its fair value. Autodesk estimates fair value of our cost method investments considering available information such as pricing in recent rounds of financing, current cash positions, earnings and cash flow forecasts, recent operational performance and any other readily available market data. During the nine months ended October 31, 2012 Autodesk recorded a $10.5 million other-than-temporary impairment on its privately held equity investments. The impairment expense was recorded in “Interest and other (expense) income, net” on the Company's Condensed Consolidated Statement of Income.

The sale or settlement of certain convertible debt and equity investments during the nine months ended October 31, 2012 and 2011 resulted in a gain of $5.0 million. The gain was recorded in “Interest and other (expense) income, net” on the Company's Condensed Consolidated Statement of Income.

Proceeds from the sale and maturity of marketable securities for the nine months ended October 31, 2012 and 2011 were $643.6 million and $417.8 million, respectively.

Derivative Financial Instruments

Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to fluctuations in foreign currency exchange rates which exist as part of ongoing business operations. Autodesk's general practice

is to hedge a majority of transaction exposures denominated in euros, Japanese yen, Swiss francs, British pounds, Canadian dollars and Australian dollars. These instruments have maturities between one to twelve months in the future. Autodesk does not enter into derivative instrument transactions for trading or speculative purposes.

The bank counterparties in all contracts expose Autodesk to credit-related losses in the event of their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company's minimum requirements under its counterparty risk assessment process. Autodesk monitors ratings, credit spreads and potential downgrades on at least a quarterly basis. Based on Autodesk's ongoing assessment of counterparty risk, the Company will adjust its exposure to various counterparties. Autodesk generally enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. However, Autodesk does not have any master netting arrangements in place with collateral features.

Foreign currency contracts designated as cash flow hedges

Autodesk utilizes foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. These contracts are designated and documented as cash flow hedges. The effectiveness of the cash flow hedge contracts is assessed quarterly using regression analysis as well as other timing and probability criteria. To receive cash flow hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges are expected to be highly effective in offsetting changes to future cash flows on hedged transactions. The gross gains and losses on these hedges are included in “Accumulated other comprehensive income (loss)” and are reclassified into earnings at the time the forecasted revenue or expense is recognized. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, Autodesk reclassifies the gain or loss on the related cash flow hedge from “Accumulated other comprehensive income (loss)” to “Interest and other (expense) income, net” in the Company's Condensed Consolidated Financial Statements at that time.

The net notional amounts of these contracts are presented net settled and were $429.3 million at October 31, 2012 and $419.6 million at January 31, 2012. Outstanding contracts are recognized as either assets or liabilities on the balance sheet at fair value. The majority of the net gain of $0.6 million remaining in “Accumulated other comprehensive (loss) income” as of October 31, 2012 is expected to be recognized into earnings within the next twelve months.

Derivatives not designated as hedging instruments

Autodesk uses foreign currency contracts which are not designated as hedging instruments to reduce the exchange rate risk associated primarily with foreign currency denominated receivables and payables. These forward contracts are marked-to-market at the end of each fiscal quarter with gains and losses recognized as “Interest and other (expense) income, net.” These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivative instruments are intended to offset the gains or losses resulting from the settlement of the underlying foreign currency denominated receivables and payables. The net notional amounts of these foreign currency contracts are presented net settled and were $1.3 million at October 31, 2012 and $75.1 million at January 31, 2012.

In addition to these foreign currency contracts, Autodesk holds derivative instruments issued by privately held companies, which are not designated as hedging instruments. These derivatives consist of certain conversion options on the convertible debt securities held by Autodesk and an option to acquire a privately held company. These derivatives are recorded at fair value as of each balance sheet date and are recorded in “Other assets.” Changes in the fair values of these instruments are recognized in income as “Interest and other (expense) income, net.”

Fair Value of Derivative Instruments

The fair value of derivative instruments in Autodesk’s Condensed Consolidated Balance Sheets were as follows as of October 31, 2012 and January 31, 2012:



	Balance Sheet Location	Fair Value at
	Balance Sheet Location	October 31, 2012		January 31, 2012
Derivative Assets
Foreign currency contracts designated as cash flow hedges	Prepaid expenses and other current assets	$	3.8	$	11.9
Derivatives not designated as hedging instruments	Other assets	10.6		6.2
Total derivative assets		$	14.4	$	18.1
Derivative Liabilities
Foreign currency contracts designated as cash flow hedges	Other accrued liabilities	$	1.6	$	2.2
Total derivative liabilities		$	1.6	$	2.2

The effects of derivatives designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended October 31, 2012 and 2011, respectively (amounts presented include any income tax effects):



	Foreign Currency Contracts
	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Amount of (loss) gain recognized in accumulated other comprehensive income on derivatives (effective portion)	$	(9.4	)	$	(1.0	)	$	2.7		$	(3.6	)
Amount and location of gain (loss) reclassified from accumulated other comprehensive income into income (effective portion)
Net revenue	$	3.2		$	0.8		$	15.6		$	(6.8	)
Operating expenses	(0.7		)	1.5			(4.6		)	5.9
Total	$	2.5		$	2.3		$	11.0		$	(0.9	)
Amount and location of (loss) gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
Interest and other (expense) income, net	$	(0.1	)	$	0.1		$	—		$	0.1

The effects of derivatives not designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended October 31, 2012 and 2011, respectively (amounts presented include any income tax effects):



	Derivative Contracts
	Three Months Ended October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
Amount and location of gain (loss) recognized in income on derivative
Interest and other (expense) income, net	$	1.6	$	(2.6	)	$	2.6	$	(0.6	)

5. Stock-based Compensation Expense

Stock Plans

As of October 31, 2012, Autodesk maintained two active stock plans for the purpose of granting equity awards to

employees and to non-employee members of Autodesk’s Board of Directors: the 2012 Employee Stock Plan (“2012 Employee Plan”), which is available only to employees, and the Autodesk 2012 Outside Directors’ Plan (“2012 Directors' Plan”), which is available only to non-employee directors. Additionally, there are eight expired or terminated plans with options outstanding. The exercise price of all stock options granted under these plans was equal to the fair market value of the stock on the grant date.

The 2012 Employee Plan was approved by Autodesk's stockholders in January 2012. The 2012 Employee Plan reserves up to 21.2 million shares which includes 15.2 million shares reserved upon the effectiveness of the 2012 Employee Plan as well as up to 6.0 million shares forfeited under certain prior employee stock plans during the life of the 2012 Employee Plan. The 2012 Employee Plan permits the grant of stock options, restricted stock units and restricted stock awards. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Employee Plan as 1.79 shares. If a granted option, restricted stock unit or restricted stock award expires or becomes unexercisable for any reason, the unpurchased or forfeited shares that were granted may be returned to the 2012 Employee Plan and may become available for future grant under the 2012 Employee Plan. As of October 31, 2012, 6.3 million options or restricted stock units have been granted under the 2012 Employee Plan. Options and restricted stock units that were granted under the 2012 Stock Plan vest over periods ranging from immediately upon grant to over a three-year period and options expire 10 years from the date of grant. The 2012 Employee Plan will expire on June 30, 2022. At October 31, 2012, 11.8 million shares were available for future issuance under the 2012 Employee Plan.

The 2012 Directors' Plan was approved by Autodesk's stockholders in January 2012. The 2012 Directors' Plan permits the grant of stock options, restricted stock units and restricted stock awards to non-employee members of Autodesk’s Board of Directors. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Directors' Plan as 2.11 shares. As of October 31, 2012, 0.2 million restricted stock units have been granted under the 2012 Directors' Plan. Restricted stock units that were granted under the 2012 Directors' Plan vest over one year from the date of grant. The 2012 Directors' Plan reserved 2.6 million shares of Autodesk common stock. The 2012 Directors' Plan will expire on June 30, 2022. At October 31, 2012, 2.4 million shares were available for future issuance under the 2012 Directors' Plan.

The following sections summarize activity under Autodesk’s stock plans.

Stock Options:

A summary of stock option activity for the nine months ended October 31, 2012 is as follows:



	Number of Shares		Weighted average exercise price per share		Weighted average remaining contractual term	Aggregate Intrinsic Value (2)
	(in millions)				(in years)	(in millions)
Options outstanding at January 31, 2012	28.4		$	31.39
Granted	0.1		36.59
Exercised	(5.4	)	25.46
Canceled	(2.5	)	38.12
Options outstanding at October 31, 2012	20.6		$	32.17	3.9	$	92.4
Options exercisable at October 31, 2012	14.6		$	31.12	2.8	$	78.8
Options vested as of October 31, 2012 and expected to vest thereafter (1)	20.4		$	32.10	3.8	$	92.2
Options available for grant at October 31, 2012	14.2

_______________


(1)	Options expected to vest reflect an estimated forfeiture rate.


(2)	Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $31.85 per share as of October 31, 2012, which would have been received by the option holders had all option holders exercised their options as of that date.

As of October 31, 2012, total compensation cost of $44.8 million related to non-vested options is expected to be recognized over a weighted average period of 1.3 years. The following table summarizes information about the pre-tax intrinsic value of options exercised, and the weighted average grant date fair value per share of options granted, during the three and nine months ended October 31, 2012, and 2011.



	Three months Ended				Nine Months Ended
	October 31, 2012		October 31, 2011		October 31, 2012		October 31, 2011
Pre-tax intrinsic value of options exercised (1)	$	7.6	$	4.4	$	73.5	$	76.9
Weighted average grant date fair value per share of stock options granted (2)	$	11.65	$	10.45	$	13.39	$	14.06

_______________


(1)	The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of the stock on the date of exercise.


(2)	The weighted average grant date fair value of stock options granted is calculated, as of the stock option grant date, using the Black-Scholes-Merton option pricing model.

The following table summarizes information about options outstanding and exercisable at October 31, 2012:



	Options Exercisable						Options Outstanding
	Number of Shares (in millions)	Weighted average contractual life (in years)	Weighted average exercise price		Aggregate intrinsic value (1) (in millions)		Number of Shares (in millions)	Weighted average contractual life (in years)	Weighted average exercise price		Aggregate intrinsic value (1) (in millions)
Range of per-share exercise prices:
$2.28 - $17.53	3.6		$	13.86			4.1		$	14.17
$18.19 - $29.49	2.6		27.38				4.4		28.06
$29.50 - $38.55	3.3		32.72				4.2		32.70
$39.69 - $43.81	1.6		41.71				4.4		41.89
$45.20 - $49.80	3.5		45.70				3.5		45.70
	14.6	2.8	$	31.12	$	78.8	20.6	3.9	$	32.17	$	92.4

_______________


(1)	Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $31.85 per share as of October 31, 2012, which would have been received by the option holders had all option holders exercised their options as of that date.

These options will expire if not exercised at specific dates ranging through September 2022.

Restricted Stock:

A summary of restricted stock unit and restricted stock award activity for the nine months ended October 31, 2012 is as follows:



	Unreleased Restricted Stock		Weighted average grant date fair value per share
	(in thousands)
Unreleased restricted stock at January 31, 2012	2,184.1		$	36.65
Awarded	3,283.2		32.88
Released	(310.2	)	35.36
Forfeited	(141.5	)	35.76
Unreleased restricted stock at October 31, 2012	5,015.6		$	34.29

During the nine months ended October 31, 2012, Autodesk granted 2.7 million restricted stock units. The restricted stock units vest over periods ranging from immediately upon grant to a pre-determined date that is typically within three years from

the date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the restricted stock units is expensed ratably over the vesting period. Autodesk recorded stock-based compensation expense related to restricted stock units of $31.8 million and $55.1 million during the three and nine months ended October 31, 2012, respectively. Autodesk recorded stock-based compensation expense related to restricted stock units of $6.9 million and $20.5 million, during the three and nine months ended October 31, 2011, respectively. As of October 31, 2012, total compensation cost not yet recognized of $88.3 million related to non-vested restricted stock units, is expected to be recognized over a weighted average period of 1.8 years. At October 31, 2012, the number of restricted stock units granted but unreleased was 4.5 million.

During the nine months ended October 31, 2012, Autodesk granted 0.5 million performance restricted stock units. Performance restricted stock units vest with the attainment of predetermined goals and requisite service periods. Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the performance restricted stock units is expensed using the accelerated attribution method over the vesting period. Autodesk recorded stock-based compensation expense related to performance restricted stock units of $1.9 million and $5.2 million during the three and nine months ended October 31, 2012, respectively. Autodesk recorded no stock-based compensation related to performance restricted stock units for both the three and nine months ended October 31, 2011, as the Company previously had not granted performance restricted stock units. As of October 31, 2012, total compensation cost not yet recognized of $7.8 million related to non-vested performance restricted stock units, is expected to be recognized over a weighted average period of 1.4 years. At October 31, 2012, the number of performance restricted stock units granted but unreleased was 0.5 million.

1998 Employee Qualified Stock Purchase Plan (“ESP Plan”)

Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation subject to certain limitations, at not less than 85% of fair market value as defined in the ESP Plan. At October 31, 2012, a total of 31.5 million shares were available for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount equal to the lesser of 10.0 million shares or 2% of the total of (1) outstanding shares plus (2) any shares repurchased by Autodesk during the prior fiscal year. Under the ESP Plan, the Company issues shares on the first trading day following March 31 and September 30 of each fiscal year. The ESP Plan expires during fiscal 2018.

Autodesk issued 1.3 million and 2.9 million shares under the ESP Plan during the three and nine months ended October 31, 2012, respectively, with an average price of $21.98 and $21.79 per share, respectively. During the three and nine months ended October 31, 2011, Autodesk issued 1.0 million and 2.8 million shares, respectively, under the ESP Plan, at average prices of $23.52 and $18.26 per share, respectively. The weighted average grant date fair value of awards granted under the ESP Plan during the three and nine months ended October 31, 2012, calculated as of the award grant date using the Black-Scholes-Merton option pricing model, was $11.57 and $11.02 per share, respectively. The weighted average grant date fair value of awards granted under the ESP Plan during the three and nine months ended October 31, 2011, calculated as of the award grant date using the Black-Scholes-Merton option pricing model, was $8.32 and $9.95 per share, respectively.

Stock-based Compensation Expense

The following table summarizes stock-based compensation expense for the three and nine months ended October 31, 2012 and 2011, respectively, as follows:



	Three Months Ended October 31, 2012			Three Months Ended October 31, 2011
Cost of license and other revenue	$	1.3		$	0.9
Marketing and sales	16.7			11.7
Research and development	28.1			8.9
General and administrative	5.8			4.1
Stock-based compensation expense related to stock awards and ESP Plan purchases	51.9			25.6
Tax benefit	(10.7		)	(5.9		)
Stock-based compensation expense related to stock awards and ESP Plan purchases, net of tax	$	41.2		$	19.7
	Nine Months Ended October 31, 2012			Nine Months Ended October 31, 2011
Cost of license and other revenue	$	3.8		$	2.8
Marketing and sales	47.4			34.8
Research and development	49.6			27.6
General and administrative	18.0			13.6
Stock-based compensation expense related to stock awards and ESP Plan purchases	118.8			78.8
Tax benefit	(26.7		)	(19.3		)
Stock-based compensation expense related to stock awards and ESP Plan purchases, net of tax	$	92.1		$	59.5

Autodesk uses the Black-Scholes-Merton option-pricing model to estimate the fair value of stock-based awards based on the following assumptions:



	Three Months Ended October 31, 2012		Three Months Ended October 31, 2011
	Stock Option Plans	ESP Plan	Stock Option Plans	ESP Plan
Range of expected volatilities	42 - 45%	42 - 44%	43 - 45%	40 - 44%
Range of expected lives (in years)	3.6 - 4.2	0.5 - 2.0	3.6 - 4.8	0.5 - 2.0
Expected dividends	—%	—%	—%	—%
Range of risk-free interest rates	0.5%	0.1 - 0.3%	0.5 - 0.9%	0.1 - 0.3%
Expected forfeitures	7.7%	7.7%	7.8%	7.8%
	Nine Months Ended October 31, 2012		Nine Months Ended October 31, 2011
	Stock Option Plans	ESP Plan	Stock Option Plans	ESP Plan
Range of expected volatilities	41 - 45%	41 - 44%	40 - 45%	34 - 44%
Range of expected lives (in years)	3.6 - 4.6	0.5 - 2.0	2.6 - 4.8	0.5 - 2.0
Expected dividends	—%	—%	—%	—%
Range of risk-free interest rates	0.5 - 0.8%	0.1 - 0.3%	0.5 - 1.9%	0.1 - 0.8%
Expected forfeitures	7.7 - 7.8%	7.7 - 7.8%	7.8 - 10.5%	7.8 - 10.5%

Autodesk estimates expected volatility for stock-based awards based on the average of the following two measures. The first is a measure of historical volatility in the trading market for the Company’s common stock, and the second is the implied volatility of traded forward call options to purchase shares of the Company’s common stock.

Autodesk estimates the expected life of stock-based awards using both exercise behavior and post-vesting termination behavior as well as consideration of outstanding options.

Autodesk does not currently pay, and does not anticipate paying any cash dividends in the foreseeable future. Consequently, an expected dividend yield of zero is used in the Black-Scholes-Merton option pricing model.

The risk-free interest rate used in the Black-Scholes-Merton option pricing model for stock-based awards is the historical yield on U.S. Treasury securities with equivalent remaining lives.

Autodesk recognizes expense only for the stock-based awards that are ultimately expected to vest. Therefore, Autodesk has developed an estimate of the number of awards expected to cancel prior to vesting (“forfeiture rate”). The forfeiture rate is estimated based on historical pre-vest cancellation experience and is applied to all stock-based awards. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates.

6. Income Tax

Autodesk’s effective tax rate was 14% and 23% during the three and nine months ended October 31, 2012, respectively, compared to 20% and 21% during the three and nine months ended October 31, 2011, respectively. Autodesk’s effective tax rate decreased 6% during the three months ended October 31, 2012 as compared to the same period in the prior fiscal year primarily due to restructuring charges, partially offset by non-deductible stock based compensation. Autodesk's effective tax rate increased 2% during the nine months ended October 31, 2012 as compared to the same period in the prior fiscal year primarily due to the establishment of a U.S. valuation allowance related to the impairment of an investment, expiration of the federal research credit, and non-deductible stock based compensation, partially offset by discrete tax benefits from closure of the statute of limitations during the first quarter of fiscal 2013 and adjustments related to tax return filings. Discrete tax benefits for the three and nine months ended October 31, 2012 were $15.4 million and $19.0 million, respectively, primarily associated with restructuring charges, stock-based compensation, closure of a foreign statute of limitations, and adjustments related to tax return filings, partially offset by the establishment of a U.S. valuation allowance related to the impairment of an investment. Excluding the impact of these discrete tax items, the effective tax rate for both the three and nine months ended October 31, 2012 was 25%, and was lower than the Federal statutory tax rate of 35% primarily due to foreign income taxed at lower rates partially offset by the impact of non-deductible stock based compensation expense.

As of October 31, 2012, the Company had $206.0 million of gross unrecognized tax benefits, excluding interest, of which approximately $195.3 million represents the amount of unrecognized tax benefits that would impact the effective tax rate, if recognized. It is possible that the amount of unrecognized tax benefits will change in the next twelve months; however, an estimate of the range of the possible change cannot be made at this time.

At October 31, 2012, Autodesk had net deferred tax assets of $176.7 million. The Company believes that it will generate sufficient future taxable income in appropriate tax jurisdictions to realize these assets.

7. Acquisitions

During the nine months ended October 31, 2012, Autodesk completed the business combinations and technology purchases described below. The results of operations for the following acquisitions are included in the accompanying Condensed Consolidated Statement of Operations since their respective acquisition dates. Pro forma results of operations have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to Autodesk’s Condensed Consolidated Financial Statements.

Autodesk recorded the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. Autodesk recorded the excess of consideration transferred over the aggregate fair values as goodwill.

On June 7, 2012, Autodesk acquired Vela Systems, Inc. (“Vela”) for total cash consideration of $76.0 million. Vela was a privately owned company that provided a cloud-based mobile platform that delivers critical information to the construction and capital projects market. Prior to acquiring Vela, Autodesk had an equity investment in the company with an acquisition-date fair value of $6.8 million using a market approach to value the investment. Valuations using the market approach reflect relevant observable information generated by market transactions involving comparable businesses. As a result of the acquisition, Autodesk recorded a $3.3 million gain on the business combination achieved in stages. Vela has been integrated into, and the related goodwill was assigned to, Autodesk's Architecture, Engineering and Construction segment. The amount of goodwill that is expected to be deductible for tax purposes is zero.

On August 1, 2012, Autodesk acquired Socialcam, Inc, (“Socialcam”) for total cash consideration of $59.5 million. Socialcam was a privately held web-based company offering a smartphone application and web-based service that allows users to capture, edit, and share video. Of the $59.5 million, Autodesk incurred $16.6 million relating to the acceleration of vesting of equity awards held in Socialcam for Socialcam employees immediately prior to the acquisition. The $16.6 million stock based compensation charge is included in "Research and development" in the Condensed Consolidated Statement of Operations. Socialcam has been integrated into, and the related goodwill was assigned to, Autodesk’s Platform Solutions and Emerging Business segment. The amount of goodwill that is expected to be deductible for tax purposes is zero.

On October 4, 2012, Autodesk acquired Qontext, an enterprise social collaboration software solution, from India-based Pramati Technologies for $26.0 million and hired the Qontext development team. This acquisition is expected to accelerate Autodesk’s ongoing move to the cloud and expansion of social capabilities in the Autodesk 360 cloud-based service. Treated as a business combination, Qontext has been integrated into, and the related goodwill was assigned to, Autodesk’s Platform Solutions and Emerging Business segment. The amount of goodwill that is expected to be deductible for tax purposes is $24.0 million.

During the nine months ended October 31, 2012, Autodesk also completed five other business combination and technology acquisitions for a total cash consideration of approximately $52.2 million. These business combinations and technology acquisitions were not material individually or in aggregate to Autodesk’s Condensed Consolidated Financial Statements.

The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for each of the business combinations and technology acquisitions completed during the nine months ended October 31, 2012:



	Vela			Socialcam			Qontext		Other
Developed technologies	$	5.9		$	1.9		$	2.0	$	10.9
Customer relationships	3.6			—			—		1.5
Trade name	2.6			5.3			—		1.5
User List	—			22.3			—		—
Patent	—			—			—		—
Goodwill	57.6			23.0			24.0		38.3
Deferred revenue (current and non-current)	(2.0		)	—			—		—
Deferred tax asset (liability)	3.9			(9.4		)	—		—
Net tangible assets (liabilities)	4.4			(0.2		)	—		—
Total	$	76.0		$	42.9		$	26.0	$	52.2

For Vela and Socialcam, the business combination accounting is not yet finalized. The initial accounting was based upon a preliminary valuation and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the business combination accounting that are not yet finalized are amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax aspects of the transaction and residual goodwill.

8. Other Intangible Assets, Net

Other intangible assets that include purchased technologies, customer relationships, trade names, patents, user lists and the related accumulated amortization were as follows:



	October 31, 2012			January 31, 2012
Purchased technologies, at cost (1)	$	420.5		$	400.5
Customer relationships, trade names, patents, user list, at cost (2)	250.8			215.3
	671.3			615.8
Less: Accumulated amortization (1)	(524.1		)	(467.0		)
Other intangible assets, net	$	147.2		$	148.8

_______________


(1)	Beginning in fiscal 2013, the purchased technologies balances are presented gross. Previously, Autodesk reported the cost and amortization balance for purchased technologies net of fully amortized intangible assets. For comparability, the presentation of the purchased technologies cost and amortization balances at January 31, 2012 were adjusted to align to current year presentation.


(2)	Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets. Customer relationships and trade names include the effects of foreign currency translation.

9. Goodwill

The change in the carrying amount of goodwill during the nine months ended October 31, 2012, is as follows:



	Platform Solutions and Emerging Business			Architecture, Engineering and Construction		Manufacturing			Media and Entertainment			Total
Balances as of January 31, 2012
Goodwill	$	76.6		$	247.7	$	323.3		$	184.0		$	831.6
Accumulated impairment losses	—			—		—			(149.2		)	(149.2		)
	76.6			247.7		323.3			34.8			682.4
Vela acquisition	—			57.6		—			—			57.6
Qontext acquisition	24.0			—		—			—			24.0
Socialcam acquisition	23.0			—		—			—			23.0
Addition arising from other acquisitions	2.1			—		29.2			7.0			38.3
Effect of foreign currency translation, purchase accounting and other	(0.3		)	—		(0.4		)	—			(0.7		)
Balance as of October 31, 2012
Goodwill	125.4			305.3		352.1			191.0			973.8
Accumulated impairment losses	—			—		—			(149.2		)	(149.2		)
	$	125.4		$	305.3	$	352.1		$	41.8		$	824.6

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Autodesk assigns goodwill to the reportable segment associated with each business combination, and tests goodwill for impairment annually in its fourth fiscal quarter or more often if circumstances indicate a potential impairment. When assessing goodwill for impairment, Autodesk uses discounted cash flow models that include assumptions regarding reportable segments’ projected cash flows (“Income Approach”) and corroborates it with the estimated consideration that the Company would receive if there were to be a sale of the reporting segment (“Market Approach”). Variances in these assumptions could have a significant impact on Autodesk’s conclusion as to whether goodwill is impaired or the amount of any impairment charge. Impairment charges, if any, result from instances where the fair values of net assets associated with goodwill are less than their carrying values. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. The value of Autodesk’s goodwill could also be impacted by future adverse changes such as: (i) declines in Autodesk’s actual financial results, (ii) a sustained decline in Autodesk’s market capitalization, (iii) significant slowdown in the worldwide economy or the industries Autodesk serves, or (iv) changes in Autodesk’s business strategy or internal financial results forecasts. A hypothetical 10% decrease in the fair value of any of Autodesk’s four reporting units would not have an

impact on the carrying value, nor result in an impairment, of goodwill shown on Autodesk’s balance sheet as of October 31, 2012 for the respective reporting units.

10. Deferred Compensation

At October 31, 2012, Autodesk had marketable securities totaling $910.4 million, of which $35.9 million related to investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. The total related deferred compensation liability was $35.9 million at October 31, 2012, of which $3.5 million was classified as current and $32.4 million was classified as non-current liabilities. The value of debt and equity securities held in the rabbi trust at January 31, 2012 was $31.5 million. The total related deferred compensation liability at January 31, 2012 was $31.5 million, of which $3.2 million was classified as current and $28.3 million was classified as non-current liabilities. The current and non-current portions of the liability are recorded in the Condensed Consolidated Balance Sheets under “Accrued compensation” and “Other liabilities,” respectively.

11. Computer Equipment, Software, Furniture and Leasehold Improvements, Net

Computer equipment, software, furniture, leasehold improvements and the related accumulated depreciation were as follows:



	October 31, 2012			January 31, 2012
Computer software, at cost	$	135.0		$	133.5
Computer hardware, at cost	166.5			153.3
Leasehold improvements, land and buildings, at cost	158.7			139.5
Furniture and equipment, at cost	51.3			47.7
	511.5			474.0
Less: Accumulated depreciation	(396.9		)	(369.5		)
Computer software, hardware, leasehold improvements, furniture and equipment, net	$	114.6		$	104.5

12. Borrowing Arrangements

Autodesk’s line of credit facility permits unsecured short-term borrowings of up to $400.0 million, with an option to request an increase in the amount of the credit facility by up to an additional $100.0 million, and is available for working capital or other business needs. This credit agreement contains customary covenants that could restrict the imposition of liens on Autodesk’s assets, and restrict the Company’s ability to incur additional indebtedness or make dispositions of assets if Autodesk fails to maintain the financial covenants. The line of credit is syndicated with various financial institutions, including Citicorp USA, Inc., an affiliate of Citibank, which is one of the lead lenders and an agent. At October 31, 2012, Autodesk had $110.0 million outstanding borrowings on this line of credit. This balance is included in "Borrowings under line of credit" in the accompanying Condensed Consolidated Balance Sheets. This facility expires in May 2016.

13. Restructuring

During the third quarter of fiscal 2013, the Board of Directors of the Company approved a world-wide restructuring plan in line with the Company's strategy, including its continuing shift to cloud and mobile computing. The plan included a reduction of approximately 500 positions and the consolidation of eight leased facilities with a total cost of approximately $42.0 million to $52.0 million ("Fiscal 2013 Plan"). During the three and nine months ended October 31, 2012, Autodesk recorded restructuring charges of $36.7 million. Of this amount, $36.1 million was recorded for one-time termination benefits and other costs and $0.6 million was recorded for facilities-related costs. The one-time termination benefits will substantially be paid as of January 31, 2013. Autodesk expects to pay the facility related liabilities through the first quarter of fiscal 2014.

The following table sets forth the restructuring activities during the nine months ended October 31, 2012.



	Balance at January 31, 2012		Additions		Payments			Adjustments(1)			Balances, October 31, 2012
Fiscal 2013 Plan
Employee termination costs	$	—	$	36.5	$	(19.4	)	$	(0.4	)	$	16.7
Lease termination and asset costs	—		0.6		(0.2		)	—			0.4
Total	$	—	$	37.1	$	(19.6	)	$	(0.4	)	$	17.1
Current portion(2)	$	—									$	16.9
Non-current portion(2)	—										0.2
Total	$	—									$	17.1

____________________


(1)	Adjustments include the impact of foreign currency translation.


(2)	The current and non-current portions of the reserve are recorded in the Condensed Consolidated Balance Sheets under “Other accrued liabilities” and “Other liabilities,” respectively.

14. Commitments and Contingencies

Guarantees and Indemnifications

In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising from the use of its products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be reasonably estimated. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.

In connection with the purchase, sale or license of assets or businesses with third parties, Autodesk has entered into or assumed customary indemnification agreements related to the assets or businesses purchased, sold or licensed. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.

As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited; however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

Legal Proceedings

Autodesk is involved in a variety of claims, suits, investigations and proceedings in the normal course of business activities including claims of alleged infringement of intellectual property rights, commercial, employment, piracy prosecution, business practices and other matters. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows or its financial position. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the Company’s results of operations, cash flows or financial position in a particular period, however, based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company’s financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.

15. Common Stock Repurchase Program

Autodesk has a stock repurchase program that is used to offset dilution from the issuance of stock under the Company’s employee stock plans and for such other purposes as may be in the interests of Autodesk and its stockholders, which has the effect of returning excess cash generated from the Company’s business to stockholders. During the three and nine months ended October 31, 2012, Autodesk repurchased and retired 4.0 million and 9.9 million shares at an average repurchase price of

$32.53 per share and $34.25 per share, respectively. Common stock and additional paid-in capital and retained earnings were reduced by $92.8 million and $37.4 million, respectively, during the three months ended October 31, 2012. Common stock and additional paid-in capital and retained earnings were reduced by $241.4 million and $99.1 million, respectively, during the nine months ended October 31, 2012.

At October 31, 2012, 34.8 million shares remained available for repurchase under the repurchase plans approved by the Board of Directors. This amount includes the 30.0 million share increase approved by the Board of Directors in June 2012. During the three and nine months ended October 31, 2012, Autodesk repurchased its common stock through open market purchases. The number of shares acquired and the timing of the purchases are based on several factors, including general market and economic conditions, the number of employee stock option exercises and stock issuances, the trading price of Autodesk common stock, cash on hand and available in the United States, cash requirements for acquisitions, and company defined trading windows.

16. Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income, net of taxes, was comprised of the following at October 31, 2012 and January 31, 2012:



	October 31, 2012			January 31, 2012
Net gain on derivative instruments	$	0.6		$	9.2
Net unrealized gain on available-for-sale securities	1.8			2.6
Unfunded portion of pension plans	(8.6		)	(8.6		)
Foreign currency translation adjustments	(0.2		)	2.7
Accumulated other comprehensive (loss) income	$	(6.4	)	$	5.9

17. Net Income Per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period, including restricted stock awards and excluding stock options and restricted stock units. Diluted net income per share is based upon the weighted average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the effect of stock options and restricted stock units under the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts:



	Three Months Ended October 31,				Nine Months Ended October 31,
	2012		2011		2012		2011
Numerator:
Net income	$	29.4	$	72.8	$	172.9	$	213.3
Denominator:
Denominator for basic net income per share—weighted average shares	225.5		227.1		227.1		228.2
Effect of dilutive securities	4.4		3.6		4.3		5.5
Denominator for dilutive net income per share	229.9		230.7		231.4		233.7
Basic net income per share	$	0.13	$	0.32	$	0.76	$	0.93
Diluted net income per share	$	0.13	$	0.32	$	0.75	$	0.91

The computation of diluted net income per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the period. For the three and nine months ended October 31, 2012, 11.8 million and 9.8 million potentially anti-dilutive shares, respectively, were excluded from the computation of diluted net income per share. For the three and nine months ended October 31, 2011, 22.8 million and 11.9 million potentially anti-dilutive shares, respectively, were excluded from the computation of diluted net income per share.

18. Segments

Autodesk reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. Autodesk has four reportable segments: Platform Solutions and Emerging Business (“PSEB”), Architecture, Engineering and Construction (“AEC”), Manufacturing (“MFG”) and Media and Entertainment (“M&E”). Autodesk has no material inter-segment revenue.

The PSEB, AEC and MFG segments derive revenue from the sale of licenses for software products and services to customers who design, build, manage or own building, manufacturing and infrastructure projects. Our M&E segment derives revenue from the sale of products to creative professionals, post-production facilities and broadcasters for a variety of applications, including feature films, television programs, commercials, music and corporate videos, interactive game production, web design and interactive web streaming.

PSEB includes Autodesk’s design product, AutoCAD. Autodesk’s AutoCAD product is a platform product that underpins the Company’s design product offerings for the industries it serves. For example, AEC and MFG offer tailored versions of AutoCAD software for the industries they serve. Autodesk’s AutoCAD product also provides a platform for Autodesk’s developer partners to build custom solutions for a range of diverse design-oriented markets. PSEB’s revenue primarily includes revenue from sales of licenses of Autodesk’s design products, AutoCAD and AutoCAD LT, as well as the Autodesk Design Suite and many other design products.

AEC software products help to improve the way building, civil infrastructure, process plant and construction projects are designed, built and managed. A broad portfolio of solutions enables greater efficiency, accuracy and sustainability across the entire project lifecycle. Autodesk AEC solutions include advanced technology for building information modeling ("BIM"), AutoCAD-based design and documentation productivity software, sustainable design analysis applications, and collaborative project management solutions. BIM, an integrated process for building and infrastructure design, analysis, documentation and construction, uses consistent, coordination information to improve communication and collaboration between the extended project team. AEC provides a comprehensive portfolio of BIM solutions that help customers deliver projects faster and more economically, while minimizing environmental impact. AEC’s revenue primarily includes revenue from the sales of licenses of Autodesk Revit family suites, AutoCAD Civil 3D, AutoCAD Architecture and AutoCAD Map 3D products.

MFG provides the manufacturers in automotive and transportation, industrial machinery, consumer products and building products with comprehensive digital prototyping solutions that bring together design data from all phases of the product development process to develop a single digital model created in Autodesk Inventor software. Autodesk’s solutions for digital prototyping enable a broad group of manufacturers to realize benefits with minimal disruption to existing workflows. MFG’s revenue primarily includes revenue from the sales of licenses of Autodesk Inventor family suites, AutoCAD Mechanical and Autodesk Moldflow products.

M&E is comprised of two product groups: Animation, including design visualization, and Creative Finishing. Animation products, such as Autodesk 3ds Max, Autodesk Maya and the Autodesk Entertainment Creation Suite, provide tools for digital sculpting, modeling, animation, effects, rendering and compositing, for design visualization, visual effects and games production. Creative Finishing products provide editing, finishing and visual effects design and color grading.

All of Autodesk’s reportable segments distribute their respective products primarily through authorized resellers and distributors and, to a lesser extent, through direct sales to end-users.

The accounting policies of the reportable segments are the same as those described in Note 1, “Business and Summary of Significant Accounting Policies” of our 2012 Annual Report on Form 10-K. Autodesk evaluates each segment’s performance on the basis of gross profit. Autodesk currently does not separately accumulate and report asset information by segment, except for goodwill, which is disclosed in Note 9, “Goodwill.”

Information concerning the operations of Autodesk’s reportable segments is as follows:



	Three Months Ended October 31,				Nine Months Ended October 31,
	2012		2011		2012		2011
Net revenue:
Platform Solutions and Emerging Business	$	204.7	$	209.7	$	650.0	$	618.7
Architecture, Engineering and Construction	163.1		152.2		488.8		451.5
Manufacturing	131.8		133.5		418.8		392.5
Media and Entertainment	48.4		53.2		147.7		160.5
	$