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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 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)
DELAWARE 94-2819853
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
111 MCINNIS PARKWAY, SAN RAFAEL, CALIFORNIA 94903
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 507-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [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,
1996 as reported on the Nasdaq National Market, was approximately
$1,292,000,000. 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, Registrant had outstanding 46,082,000 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
January 31, 1996 are incorporated by reference into Parts II and IV. Portions
of the Proxy Statement for Registrant's 1996 Annual Meeting of Stockholders to
be held June 27, 1996 are incorporated by reference in Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
Autodesk, Inc. ("Autodesk" or the "Company"), develops, markets, and sells a
family 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. 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. Each market group incorporates product
development, quality assurance, technical publications, and product industry
marketing. These market groups are discussed below.
Architecture, Engineering, and Construction/Facilities Management
("AEC/FM")--The architecture, engineering, construction and facilities
management industries utilize software from Autodesk and third-party
developers to manage every phase of a building's life cycle--from conceptual
design through construction, maintenance and renovation. CAD is an integral
part of today's building design and construction process. The Company believes
that the majority of its CAD sales are used by the AEC/FM industry.
Mechanical Computer-Aided Design ("MCAD")--Autodesk's Mechanical CAD Market
Group is dedicated to providing mechanical engineers, designers, and drafters
with advanced, value-based software solutions that help solve their
professional design challenges. The Company's MCAD products include Autodesk
Mechanical Desktop, AutoCAD Designer, and AutoSurf.
Geographic Information Systems ("GIS")--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 how automated mapping/facilities management, GIS,
and CAD users can 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 and GIS products planned
by Autodesk.
Data Management ("DM")--The Data Management Market Group develops and
markets products that allow users to organize, access, share, view, 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--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, video, interactive games, and
design visualization. Products offered from this market group include 3D
Studio MAX and 3D Studio.
In addition to the five market groups discussed above, the Company has
established an Advanced Products Group which focuses 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.
2
PRODUCTS
The Company's primary CAD software products include AutoCAD, AutoCAD LT, and
AutoSketch.
AutoCAD
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, Windows 95, Windows
NT for both Intel and Alpha, Windows 3.1, and certain UNIX platforms (Sun
Solaris, HP-UX, Silicon Graphics, Inc., IRIX, and IBM AIX). The installed base
of AutoCAD exceeds 1.4 million units. Because AutoCAD'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.
Advanced AutoCAD functionality includes a comprehensive 2D and 3D drafting
feature set. AutoCAD also has integrated 3D solid modeling, rendering,
extensive 2D geometry such as NURBS (nonuniform rational B-splines), and
ellipses, associative hatching, streamlined dimensioning, and text editing
with a built-in spell checker.
AutoCAD software's open-system architecture allows users to adapt AutoCAD to
unique professional requirements with any of more than 4,500 independently
developed add-on applications. Independent application developers can use the
AutoCAD Runtime Extension ("ARX") programming environment to take advantage of
the rearchitected core technology contained in AutoCAD Release 13, which
incorporates object-oriented programming to provide a foundation for the
development of custom, market-specific applications.
Sales of AutoCAD and AutoCAD updates accounted for approximately 80 percent
of the Company's revenues in fiscal years 1996 and 1995 as compared to
approximately 85 percent in fiscal year 1994.
Autodesk is committed to enhancing AutoCAD software's core technology while
at the same time extending the Company's reach with complementary products of
varying price 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 2D
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
AutoCAD OEM
AutoCAD OEM ("Original Equipment Manufacturer") for Windows is a
selectively-licensed CAD engine offering a complete application-development
environment for creating and delivering targeted or niche solutions with
scaled feature sets. It is for developers, as well as enterprise-wide solution
providers, requiring 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") including a full suite of drawing and editing functions as
well as AutoLISP, a LISP API and the AutoCAD Development System, 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 Autodesk 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
provides advanced 2D and 3D mechanical design functions for desktop PCs. The
Mechanical Desktop contains integrated modules for parametric feature-based
solid modeling, surface modeling, and assembly modeling, all with associative
drafting, as well as AutoCAD Release 13 and the Autodesk IGES Translator,
which enables users to accurately and efficiently exchange all versions of
IGES (Initial Graphics Exchange Specification)-formatted files. The Mechanical
Desktop is compatible with other Autodesk product offerings, including
Autodesk WorkCenter for technical document and workflow management.
AutoCAD Designer
AutoCAD Designer software delivers the power and flexibility of 3D feature-
based solid modeling and assembly modeling and is completely integrated with
AutoCAD software. Users of AutoCAD Designer can sketch in the industry-
standard 2D AutoCAD environment and automatically create a 3D parametric solid
model using "intelligent" shapes such as holes, fillets, and protrusions.
Other features include automatically generated, fully associative, multiview
detail drawings; the capability to create, document, and analyze mechanical
assemblies; and full interoperability with a variety of independently
developed applications. AutoCAD Designer is suited for drafters, designers,
and engineers involved in the conceptualization, design, or drafting of
mechanical parts in a variety of manufacturing industries including
automotive, electrical equipment, machinery, plastics, and aerospace. AutoCAD
Designer .DWG files can be used with other AutoCAD software applications as
well as with Autodesk visualization products and independently developed
applications.
AutoSurf
AutoSurf software is integrated with AutoCAD, AutoCAD Designer, 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.
4
Autodesk Mechanical Library
Available on CD-ROM via a regularly updated subscription service from
Autodesk Data Publishing, the Autodesk Mechanical Library currently consists
of two titles: PartSpec and MaterialSpec. PartSpec 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 ship during fiscal year 1997, will be the
first in 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 Map 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 documents in 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. The software also allows users to compare
two drawings, and then highlights their differences.
5
Autodesk View
Autodesk View is a low-cost CAD preview, view, 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 offerings 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.
The principal product offerings from the Kinetix division are discussed
below.
3D Studio MAX
3D Studio MAX software, which began shipping in the first quarter of fiscal
year 1997, is a 3D modeling and animation software package specifically
written to take advantage of advanced features offered by the Windows NT
operating system. With 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 allow 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, a character-animation and skinning plug-in software product offered by
Autodesk which is expected to ship in fiscal year 1997.
3D Studio
3D Studio is a graphics package for creating professional-quality 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 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 and 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
views of a single drawing. AutoVision is compatible with Autodesk 3D Studio
and the Company's Texture Universe software, a collection of ready-to-use,
digitized textures and backgrounds offering further visualization
capabilities.
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, Autodesk 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, and 1994, the Company incurred
$78,678,000, $65,176,000, and $56,231,000, respectively, for software design,
development, product localization, and project-management activities
(excluding capitalized software development costs of approximately $2,100,000
in fiscal year 1995; no software development costs were capitalized during
fiscal years 1996 and 1994).
The majority of the Company's basic research and product development has
been performed in the US, while translation and localization of foreign-market
versions are generally performed by development teams or contractors in the
local markets. The Company's European product-related functions, including
software development, localization, quality assurance, technical publications,
and production are centralized in Neuchatel, Switzerland.
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, Autodesk 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.
The software products offered by the Company are internally complex and may
contain errors ("bugs"), as is the case generally with computer software,
especially when first introduced. Despite extensive product testing and
quality control, there can be no assurance that errors will not be found in
the Company's products. Such errors could result in damage to the Company's
reputation, loss of revenues, 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.
Certain of the Company's product development activities are 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 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.
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-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/Pacific. The Company's products are
marketed worldwide through a network of domestic and foreign offices. Autodesk
distributes 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 Autodesk products to end users in more than 125
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'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.
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. Substantially all of the Company's
international sales are made to dealers and distributors, which are supported
by the Company's foreign subsidiaries and international sales organizations.
Certain international sales result from direct exports from the United States.
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's consolidated revenues in fiscal year 1996, 1995, or 1994, the
loss of or a significant reduction in business with any one of the Company's
major international distributors or large US dealers 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 US to foreign customers, accounted for approximately 64
percent, 61 percent, and 58 percent of revenues in fiscal years 1996, 1995,
and 1994, respectively.
CUSTOMER AND DEALER SUPPORT
Autodesk requires each authorized dealer and distributor to provide a
professional level of technical support to customers by employing full-time,
trained, technical-support personnel. The Company supports its dealers and
distributors through technical-product training, sales training classes, and
direct telephone support. While the Company generally does not provide direct
end-user support, Autodesk offers online support to customers through the
Company's Home Page on the Internet and to customers who log onto the Autodesk
Forum on CompuServe. The four Autodesk Forums are the AutoCAD Forum, the
Autodesk Beta Forum, the Autodesk Multimedia Forum, and the 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 authorized Autodesk dealers training and support under two
programs: the Autodesk Premier Support Center ("APSC") program and the
Autodesk Systems Center ("ASC") Solutions Training. The APSC program requires
participating dealers to provide a high level of technical support with
special expertise in a specified vertical industry. The ASC Solutions Training
Program requires dealers to provide superior industry-specific application
training to end-users of Autodesk products. Both programs require that the
dealers meet certain qualifications in order to receive an industry medallion
and APSC and ASC Solutions Training status.
As of January 31, 1996, the Company had more than 900 Autodesk Training
Center ("ATC") 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 ("NAAUG"), officially recognized by Autodesk,
sponsors an annual meeting held concurrently with the Autodesk University 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/Pacific, and the Americas focused on
expanding the use of Autodesk products.
DEVELOPER PROGRAMS
One of the Company's key strategies is to maintain an open-architecture
software product design to facilitate third-party development of peripheral
and complementary products. This open-architecture design 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 4,500 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 such add-on products enhance sales opportunities
for the Company's core products.
Autodesk also licenses its industry-standard component technologies to
selected developers through the Autodesk OEM Program. Currently, the OEM
Program includes a CAD engine and engines for 3D graphics, drawing access, and
rendering. The Company's OEM Program provides the technology for qualified
developers to create and deliver suites of scaleable products that focus on
solving customer needs in specialized markets. It also leverages Autodesk's
technological and market leadership, enables developers to take cost-effective
advantage of a growing trend in software engineering technology, and provides
customers with an opportunity to migrate to fully extensible, custom, high-end
Autodesk solutions.
To support the growth of third-party developers worldwide, whose
applications extend and enhance the functionality of the Company's products,
Autodesk established the Virtual Corporation Partner Program ("VCPP") during
fiscal year 1995. This program provides sales, marketing, technical, and
financial support to Autodesk Strategic Developers whose efforts broaden and
enhance the functionality of Autodesk software.
In fiscal year 1996, the Company introduced the Mechanical Application
Initiative ("MAI") partner program which 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 Company typically ships products within one to two weeks after receipt
of an order, which is common in the computer software industry. Accordingly,
the Company does not maintain significant backlog and backlog as of any
particular date is not representative 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-market entry. Because of these and
other factors, competitive conditions in the future are likely to intensify.
Increased competition could result in price reductions, reduced revenues and
profit margins, and loss of market share, which would adversely affect the
Company's business, consolidated results of operations and financial
condition.
The AutoCAD family of products competes directly with other CAD software,
including that of MicroStation by Bentley Systems, Inc.; Personal Designer and
CADDS by Computervision Corporation; MICRO CADAM which is developed and
supported by CADAM Systems Company, 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. The Company's MCAD products compete with Parametric Technology
Corporation's Pro/Engineer; SolidWorks 95 from SolidWorks Corporation;
TriSpectives from 3D/Eye; the Master Series from Structural Dynamics Research
Corporation; and the CATIA and CADAM 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 systems such as AM Workflow from
Cyco Software BV, as well high end product data management software solutions
including offerings from Sherpa 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 subsidiary 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 software
competes with two third-party add-on products, AccuRender from Robert McNeel &
Associates and RenderStar by RenderStar Technology BV.
The Company 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 Company 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
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'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's products are
distributed do not protect Autodesk's intellectual property rights to the same
extent as the laws of the US. 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.
Any disputes involving the Company'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-
type 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.
Autodesk has an in-house antipiracy program focused on pursuing companies
and individuals who illegally duplicate, sell or install the Company's
software products. Software piracy is in some cases a felony under US federal
law, which allows copyright and patent holders to protect and enforce their
rights as owners of intellectual property.
PRODUCTION
Production of Autodesk software products involves duplication of the
software media and the printing of user manuals. The purchase of media and
transfer of the software programs onto media for distribution to customers are
performed by the Company and by licensed subcontractors. Media for the
Company's products include CD-ROMs and disks and are available from multiple
sources. User manuals for Autodesk products and packaging materials are
produced to Company specifications by outside sources. Domestic production is
performed in leased facilities operated by the Company. Certain product
assembly is also performed by independent third party contractors.
International production is performed in leased facilities in Switzerland and
Australia and by independent third-party contractors in Japan and Singapore.
To date, Autodesk has not experienced any material difficulties or delays in
production of its software and documentation.
EMPLOYEES
As of January 31, 1996, the Company had 1,894 full-time employees (1,251 in
North America, 463 in Europe, and 180 in Asia/Pacific), of whom 472 were in
software development, 94 in quality assurance, 911 in marketing and sales, 56
in production, and 361 in general and administrative positions. The Company
believes that its future success will depend, in part, on its ability to
continue to attract and retain highly skilled technical, marketing, support,
and management personnel.
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 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 US for local sales 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
against the Company in the US District Court for the District 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. In December 1994, the US District Court ruled in favor of VMI on the
trade secret claim and the Company recorded a litigation charge of $25.5
million as a result of a judgment in this matter. The Company appealed that
judgment, and VMI cross-appealed, before the US Court of Appeals for the
Second Circuit in January 1996. The Company is awaiting a ruling on the
appeal. Management believes the claims in the case, including a cross appeal
by VMI for additional damages, are without merit and the ultimate resolution
of this matter will not have a material adverse effect on the Company's
financial condition or results of operations. However, depending on the amount
and timing, an unfavorable resolution of this matter could materially affect
the Company'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.
Executive Officers of the Registrant
The following sets forth certain information regarding the executive
officers of the Company as of April 15, 1996:
OFFICER
NAME AGE POSITION SINCE
---- --- -------- -------
Carol A. Bartz.......... 47 Chairman of the Board, President and Chief 1992
Executive Officer
Joseph H. Astroth, Ph.D. 40 Vice President, GIS Market Group 1996
Robert M. Carr.......... 39 Vice President, Engineering 1993
Larry L. Crume.......... 51 Vice President and General Manager, Kinetix 1995
James D. D'Arezzo....... 45 Vice President, Data Management Market 1994
Group, and Vice President, Corporate
Marketing
12
OFFICER
NAME AGE POSITION SINCE
---- --- -------- -------
Dominic J. Gallello.... 41 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........ 54 Vice President, Human Resources 1994
Marcia K. Sterling..... 52 Vice President, Business Development, and 1995
General Counsel
Godfrey R. Sullivan.... 42 Vice President, Americas 1992
Michael E. Sutton...... 51 Vice President, Europe 1993
Carol A. Bartz 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, Inc., from
1983 to April 1992, including Vice President, Worldwide Field Operations (July
1990 to April 1992).
Dr. Joseph H. Astroth has served as Vice President, GIS Market Group, since
joining the Company in January 1996. From September 1989 through December
1995, Dr. Astroth held various positions with Graphic Data Systems Corporation
including Director, Environmental Market Group from January 1993 to June 1994,
and Vice President of Product Management, Engineering, from June 1994 to
December 1995.
Robert M. Carr has served as Vice President, Engineering, since February
1995. Mr. Carr joined the Company in November 1993 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 worked at
Lotus Development Corporation, serving as Vice President, International
Business Development, from January 1990 to April 1993, and as Vice President,
Electronic Messaging Division, from April 1993 to September 1994. Prior to
joining Autodesk, Mr. Crume was an independent consultant.
James D. D'Arezzo has served as Vice President, Corporate Marketing, and
Vice President, Data Management Market Group, since February 1996. Mr.
D'Arezzo joined the Company in February 1994 and served as Vice President,
Marketing through January 1995. 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 March 1990 to November 1993, Mr. D'Arezzo served as
Banyan's Vice President of Marketing.
Dominic J. Gallello has served as Vice President, Mechanical CAD Market
Group, since August 1995 and as Vice President, Asia/Pacific, since joining
the Company in October 1992. From February 1995 to August 1995, Mr. Gallello
served as acting 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.
13
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 McMahon has served as Vice President, Human Resources, since joining
the Company in July 1992. From July 1987 to July 1992, Mr. McMahon served as
Senior Director, Human Resources, for Apple Computer, Inc.
Marcia K. Sterling joined Autodesk in October 1995 as Vice President,
Business Development, and General Counsel. From September 1982 to October
1995, she practiced corporate and securities law at Wilson, Sonsini, Goodrich
& Rosati, where she was a partner.
Godfrey R. Sullivan has served as Vice President, the Americas, since
joining the Company in October 1992 and as Acting Vice President, AEC/FM
Market Group, from February 1995 to September 1995. Mr. Sullivan held various
positions with Apple Computer, Inc., from June 1984 to September 1992,
including Vice President and General Manager, Business Markets Division, from
April 1992 to September 1992 and Vice President and General Manager, US
Reseller Operations, from July 1991 to March 1992.
Michael E. Sutton has served as Vice President, Europe, since June 1993. Mr.
Sutton joined the Company in October 1987 as a sales and marketing director in
the United Kingdom. Mr. Sutton was the Managing Director of the Company's
United Kingdom subsidiary from January 1990 to January 1992. From January 1992
to February 1993, Mr. Sutton served as Northern Region Manager, Europe, and
from February 1993 to May 1993, he served as acting Vice President, Europe.
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
45 of the Company's 1996 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to page
23 of the Company's 1996 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
24 through 29 of the Company's 1996 Annual Report to Stockholders.
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages
30 through 44 of the Company's 1996 Annual Report to Stockholders.
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 30 through 44 of the Registrant's
1996 Annual Report to Stockholders:
Consolidated Statement of Income--Fiscal Years Ended January 31, 1996,
1995, and 1994
Consolidated Balance Sheet--January 31, 1996 and 1995
Consolidated Statement of Cash Flows--Fiscal Years Ended January 31,
1996, 1995, and 1994
Consolidated Statement of Stockholders' Equity--Three-Year Period Ended
January 31, 1996
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, and 1994 is filed as part of this Report and should be read in
conjunction with the Consolidated Financial Statements of Autodesk, Inc.
Schedule II Valuation and Qualifying Accounts......................... S-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
------- -----------
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.
(2) Incorporated by reference to the Registrant's Report on Form 8-A
filed on January 5, 1996, as amended on January 8, 1996.
(3) Incorporated by reference to the exhibit filed with the
Registrant's Report on Form 10-Q for the fiscal quarter ended
April 30, 1992.
* Denotes a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K: No reports on Form 8-K were filed by the Company
during the fiscal quarter ended January 31, 1996.
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 1996 Annual Report to Stockholders
is not to be deemed filed as a part of this Report.
- --------
Autodesk, AutoCAD, AutoVision, World-Creating Toolkit, AutoSurf, AutoSketch,
AutoCAD Data Extension, AutoLISP, 3D Studio, Autodesk WorkCenter,
MaterialSpec, and ATC are registered trademarks of Autodesk, Inc. in the USA
and/or other countries. Kinetix, Autodesk Mechanical Desktop, Autodesk
Animator Studio, Texture Universe, PartSpec, 3D Studio MAX, Design Your World,
and DXF 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. 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.
17
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Autodesk, Inc.
By: /s/ CAROL A. BARTZ
---------------------------------
CAROL A. BARTZ
CHAIRMAN OF THE BOARD
Dated: February 28, 1997
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, his
attorneys-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this Report on Form 10-K, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ CAROL A. BARTZ Chief Executive February 28, 1997
- ------------------------------------- Officer and
CAROL A. BARTZ Director (Principal
Executive Officer)
/s/ JOHN E. CALONICO Acting Chief Financial February 28, 1997
- ------------------------------------- Officer (Principal
JOHN E. CALONICO Financial and
Accounting Officer)
/s/ MARK A. BERTELSEN* Director February 28, 1997
- -------------------------------------
MARK A. BERTELSEN
/s/ CRAWFORD W. BEVERIDGE* Director February 28, 1997
- -------------------------------------
CRAWFORD W. BEVERIDGE
/s/ J. HALLAM DAWSON* Director February 28, 1997
- -------------------------------------
J. HALLAM DAWSON
/s/ MORTON L. TOPFER* Director February 28, 1997
- -------------------------------------
MORTON L. TOPFER
/s/ MARY ALICE TAYLOR Director February 28, 1997
- -------------------------------------
MARY ALICE TAYLOR
*By: /s/ CAROL A. BARTZ
--------------------------------
CAROL A. BARTZ
Attorney-in-fact
18
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated February 20, 1996, incorporated by
reference in the Annual Report on Form 10-K 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, No. 33-
22656, No. 33-51110, No. 33-41265, No. 33-15675, No. 33-39458 and No. 33-
61015) pertaining to the 1987 Stock Option Plan, 1990 Directors' Option Plan
and Employee Qualified Stock Purchase Plan of Autodesk, Inc. of our report
dated February 20, 1996 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/ Ernst & Young LLP
-------------------------------------
ERNST & YOUNG LLP
San Francisco, California
March 3, 1997
19
SCHEDULE 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
- ----------- ---------- ----------- ------------ -----------
Fiscal year ended January 31,
1996
Allowance for doubtful
accounts.................... $6,457,000 $ 3,527,000 $ 3,253,000 $ 6,731,000
Allowance for returns, stock
balancing, and product
rotation.................... $6,892,000 $58,889,000 $51,174,000 $14,607,000
Fiscal year ended January 31,
1995
Allowance for doubtful
accounts.................... $5,204,000 $ 2,198,000 $ 945,000 $ 6,457,000
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