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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, 1998
[ ] 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
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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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on April 21,
1998 as reported on the Nasdaq National Market, was approximately
$1,808,000,000. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of April 21, 1998, Registrant had outstanding 46,755,000 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended January
31, 1998 are incorporated by reference into Parts II and IV. Portions of the
Proxy Statement for Registrant's 1998 Annual Meeting of Stockholders to be held
June 25, 1998 are incorporated by reference in Part III.
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PART I
FORWARD-LOOKING INFORMATION
The forward-looking statements included in this report, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
the forward-looking statements included herein as a result of a number of
factors, including but not limited to those discussed in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
incorporated by reference to pages 22 through 32 of the Company's 1998 Annual
Report to Stockholders.
ITEM 1. BUSINESS
GENERAL
Autodesk, Inc. ("Autodesk" or the "Company") was incorporated in California
in 1982 and was reincorporated in Delaware in May 1994. The Company's
two-dimensional ("2D") and three-dimensional ("3D") products are used across
industries and in the home for architectural design, mechanical design, spatial
data management and mapping, animation, and visualization applications. The
Company's flagship product, AutoCAD/R/, is one of the world's leading
computer-aided design ("CAD") tools, with an installed base of more than 1.9
million units worldwide. The Company's software products are sold worldwide,
primarily through a network of dealers and distributors.
In February 1995, the Company realigned its internal marketing and
development organizations around key market groups that most closely match
Autodesk's customer base. During fiscal year 1998, the Company defined a new
market group, the Personal Solutions Group ("PSG"), whose products are targeted
to individual users as well as professionals. Each market group incorporates
product development, quality assurance, technical publications, and product
industry marketing. The Company's market groups are discussed below.
Architecture, Engineering, and Construction ("AEC") The architecture,
engineering, construction, and facilities management industries utilize software
from the Company and third-party developers to manage every phase of a
building's life cycle--from conceptual design through construction, maintenance,
and renovation. During fiscal year 1998, the Company expanded its product
offerings for the AEC Market Group by acquiring Softdesk, Inc. in March 1997.
AEC products include AutoCAD + S8 Architectural Suite, Softdesk/R/ 8 AEC Tools,
and AEC Professional Suite.
Mechanical Computer-Aided Design ("MCAD") The Company's Mechanical CAD
Market Group is dedicated to providing mechanical engineers, designers, and
drafters with advanced, value-based software solutions that are designed to
solve their professional design challenges. Autodesk's premier MCAD product is
Mechanical Desktop/R/.
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
assisting automated mapping/facilities managers, as well as GIS and CAD users,
to share mapping, GIS, and associated information in a corporate environment.
The Company's current GIS products include AutoCAD Map/R/, Autodesk
MapGuide/TM/, and Autodesk World/TM/.
Personal Solutions Group ("PSG") The PSG Market Group develops easy-to-use,
affordable tools for professionals, occasional users, or consumers who design,
draft, and diagram, thus expanding the Company's traditional customer base of
architects and engineers. PSG products include AutoCAD LT/R/, AutoSketch/R/, and
Picture This Home!/R/ Kitchen & Bath.
Kinetix/R/ The Kinetix division of Autodesk is devoted to bringing powerful
3D content-creation software to computer-industry professionals focused on two
markets: entertainment (film, broadcast video, and interactive games) and design
conceptualization and visualization. Kinetix provides two core platform
products--3D Studio MAX/R/ and 3D Studio VIZ/TM/, that specifically focus on
these markets.
1
PRODUCTS
The Company has aligned its market groups into three segments: the Design
Solutions segment (which includes the AEC, MCAD, and GIS market groups, as well
as AutoCAD products), the Personal Solutions segment, and Kinetix (the
multimedia segment). The Company's Design Solutions segment includes the
following products:
AutoCAD/R/
AutoCAD software is a general-purpose CAD tool used independently and in
conjunction with specific applications designed to work with AutoCAD in fields
ranging from architecture and mechanical design to plant design and mapping.
Professionals utilize AutoCAD for design, modeling, drafting, mapping,
rendering, and management tasks. AutoCAD runs on MS-DOS/R/, Windows/R/ 95,
Windows NT/R/ for both Intel and Alpha, Windows 3.1, and certain UNIX-based
platforms (Sun Solaris, HP-UX, Silicon Graphics IRIX, and IBM AIX). Because
AutoCAD software's DWG files are portable across many platforms and operating
systems, it is a viable solution for customers with multiple computer systems
who need to exchange drawing files in such an environment.
The most current version, AutoCAD Release 14, was introduced in May 1997.
Built for speed and efficiency, AutoCAD Release 14 includes enhancements in
areas that most influence productivity, including: precision drawing tools such
as AutoSnap/TM/, data-sharing features like raster image and reference file
clipping, photorealistic rendering, solid fills, and TrueType fonts.
2
AutoCAD software's open-system architecture allows users to adapt AutoCAD
to unique professional requirements with any of more than 5,000 independently
developed add-on applications. Many of these applications are based on
ObjectARX/TM/ technology, a new generation of C++-based application programming
interfaces ("APIs"). ObjectARX-based applications utilize AutoCAD software's
object-oriented capabilities.
Sales of AutoCAD and AutoCAD upgrades accounted for approximately 70
percent of Autodesk's revenues in fiscal years 1998 and 1997 as compared to
approximately 80 percent in fiscal year 1996. During fiscal year 1998,
approximately 244,000 new AutoCAD licenses were added worldwide, compared to
207,000 licenses and 233,000 licenses added during fiscal years 1997 and 1996,
respectively.
AutoCAD/R/ OEM
AutoCAD OEM ("Original Equipment Manufacturer") for Windows-based operating
systems is a selectively licensed CAD engine offering a complete
application-development environment for creating and delivering targeted or
niche solutions with scaled feature sets. It is for developers, system
integrators, and commercial software developers who require an embeddable CAD
system which gives them the ability to scale and control the application feature
set. AutoCAD OEM provides developers with a complete toolkit of AutoCAD features
and APIs including ObjectARX capabilities, a full suite of drawing and editing
functions as well as AutoLISP/R/, a LISP API, and the AutoCAD Development
System/R/, a C programming interface. These capabilities enable development of
new products for new markets untapped by traditional CAD products and solutions.
Mechanical Desktop/R/
Mechanical Desktop software is an integrated software application that
unites advanced 2D and 3D mechanical design capabilities for PCs. The Mechanical
Desktop contains integrated modules for fully parametric feature-based solid
modeling, surface modeling, and assembly modeling; 2D design/drafting and
bidirectional associative drafting; as well as a built-in Autodesk IGES
Translator, which enables users to accurately exchange IGES (Initial Graphics
Exchange Specification) data with other systems. Mechanical Desktop Release 2.0,
which was released in December 1997, includes an Express User Interface,
Edit-in-Place assembly functionality, and improved integration with the
Company's AutoCAD Release 14 for mechanical drafting, and 3D Studio MAX for 3D
photorealistic rendering and animation. Advanced ordinate dimensioning, editing
and display of crosshatch patterns, surface scaling, section view, and
associative bill-of-materials generation are among the features included in the
latest release of Mechanical Desktop software.
AutoCAD Map/R/
AutoCAD Map software is the first AutoCAD-based automated-mapping product
for professional planners, utility managers, and technicians who create and
maintain their own maps and use their data for engineering-based analysis and
planning. Built with AutoCAD software, AutoCAD Map focuses on five key areas:
digital map creation, analysis, maintenance of up-to-date maps, data exchange,
and publishing. The API in AutoCAD Map lets developers build vertical
applications for industries such as telecommunications, utilities, oil and gas,
state and local government, and natural resource and environmental engineering.
AutoCAD Map also contains ObjectARX capabilities.
Autodesk MapGuide/TM/
MapGuide is a Web-based GIS technology that is designed to allow corporate
customers and developers to use the Internet and business intranets to rapidly
deploy decision support systems with a geographic component. Suited for a wide
range of users--from GIS professionals to the casual computer user--MapGuide
software enables users to access and query digital maps and permits users to
display and analyze geographic data for applications that include tracking
customers, allocating resources, and managing facilities infrastructure.
3
Autodesk World/TM/
Autodesk World allows for the management of geographic-based data. It
offers capture, edit, analysis, integration, and presentation functionality for
spatial data, including raster, vector (CAD and GIS), and attributes. It also
includes Object Linking and Embedding ("OLE"), which allows users to link
drawings to other Windows applications such as Microsoft/R/ Word or Excel,
application programming interfaces, and an integrated Visual Basic for
Applications 5.0 scripting environment for easy customization and application
development.
AEC Professional Suite
Autodesk AEC Professional Suite 2.0, introduced in June 1997, is an
integrated set of design tools created for professionals in the fields of
Architecture, Engineering, Construction, Facility Management, and Plant Design
and Management. It includes AutoCAD Release 14 software, specialized AEC AutoCAD
enhancements, Architectural Symbols, Autodesk WalkThrough/TM/, DesignBlocks/R/,
and Autodesk View/R/. The AEC Professional Suite Release 2.0 serves a variety of
needs of the AEC professional via improved customization and ease-of-use,
integration of visualization tools into the design process and CAD applications,
access to standard manufacturer data, and a lower cost for the overall design
solution. Enhancements to the Suite enable the user to detect and mend lines and
arcs that are coincident or overlapping, create and control perspective view
with Camera Object, and provide access to more than 300 ready-made textures from
multiple AEC-specific materials libraries.
Softdesk/R/ 8 Civil/ Survey Special Edition
The Softdesk 8 Civil/Survey Special Edition is a focused set of programs for
professionals in the Civil Engineering, Land Planning, and Surveying industries.
These products extend AutoCAD Release 14 or AutoCAD Map 2.0 by addressing common
surveying requirements such as Surface Modeling and Contouring, Point
Manipulation, Data Input and Analysis, Base Map Creation, and the incorporation
of raster imagery. The solution also offers design and analysis capabilities for
site and transportation, storm and sanitary drain systems, grading, parking, and
landscape design.
AutoCAD/R/ + S8 Architectural Suite
The AutoCAD + S8 Architectural Suite includes other AEC products such as S8
Architectural Professional Special Edition, AEC Tools, and Auto-Architect/TM/.
Auto-Architect includes landscape tools and utilities to generate structural
foundation/framing plans and elevations in addition to space planning, walls,
doors and windows, roofs and stairs. In this suite, AEC Tools is used to manage
project and office standards and to create and manage details and other
productive utilities.
The Company's Personal Solutions segment includes the following products:
AutoCAD LT/R/
AutoCAD LT 97 is a low-cost 2D CAD application intended for CAD managers,
designers, and engineers who need a powerful, stand-alone CAD tool, but who do
not require the advanced feature set in AutoCAD. AutoCAD LT 97 software contains
an extensive 2D drafting toolset as well as 3D lines and polylines with quick
shading and hidden-line removal. Other features include a Start-Up dialog box
and Drawing Set-Up wizards to help the user create or open a drawing quickly;
real-time pan and zoom; a Drag-and-Drop Content Explorer featuring hundreds of
industry-standard symbols; and Integrated Internet Tools to open or save
drawings directly to the Internet. AutoCAD LT operates in the Windows
environment with pull-down menus, customizable toolbar, toolbox, menus, and
scripts, as well as dialog boxes and icons. It supports the Windows Clipboard,
as well as OLE. AutoCAD LT 97 is fully compatible with Windows 95 and Windows NT
4.0 and has built-in Microsoft Office 97 compatibility.
AutoSketch/R/
AutoSketch Release 5.0 for Windows is a precision drawing program that can
be used for creating technical diagrams, architectural layouts, electrical
drawings, mechanical plans, information graphics, and presentations. The
Application Wizards customize their interfaces based on the type of drawing to
allow for the creation of drawings, diagrams, and sketches.
4
Picture This Home!/R/ Kitchen & Bath
Introduced by the Company during fiscal year 1997, Picture This Home!
Kitchen is a kitchen remodeling program that allows users to visualize and plan
their own kitchen. Picture This Home! Bath lets consumers create a complete
customized bathroom and instantly view their decorating and design choices in 2D
and 3D images. The technology also allows users to mix and match thousands of
decorative products (such as paints, wallpapers, fixtures, and appliances) from
top manufacturers using magazine-quality photographic images.
The principal product offerings from the Kinetix segment are discussed below:
3D Studio MAX/R/
3D Studio MAX R2 software, which began shipping in the third quarter of
fiscal year 1998, is a 3D modeling and animation software package specifically
written to take advantage of advanced features offered by the Windows NT
operating system. With a real-time interface, multiple-processor support, and 3D
graphics acceleration capabilities, 3D Studio MAX delivers workstation-class
performance and functionality to PCs.
The 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 allows 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/TM/, a powerful character-animation and skinning
plug-in software product offered by Kinetix.
3D Studio VIZ/TM/
3D Studio VIZ, introduced in May 1997, is a design tool that enables users
to express ideas on-screen, in full 3D. Architectural models, engineering
samples, and construction-site previews all become a quick reality with this new
Kinetix software tool. Real-world feedback can be incorporated into the design,
and users can explore more options with their customers more cost-effectively.
3D Studio VIZ and AutoCAD files are easily exchanged and allow for the
development of advanced engineering or architectural visualizations. 3D Studio
VIZ animates, so clients can take a simulated walkthrough of a site, understand
a structure, or view a part as it will operate in the final assembly. The VIZ
user interface employs CAD-like creation tools including fillets, trims, and
chamfers.
PRODUCT DEVELOPMENT AND ENHANCEMENT
The computer industry is characterized by rapid technological change in
computer hardware, operating systems, and software. To keep pace with this
change, the Company maintains an aggressive program of new product development.
The Company dedicates considerable resources to research and development to
further enhance its existing products and to create new products and
technologies. During fiscal years 1998, 1997, and 1996, the Company incurred
$122,432,000, $93,702,000, and $78,678,000, respectively, for software design,
development, product localization, and project-management activities (excluding
capitalized software development costs of approximately $2,200,000 in fiscal
year 1998; no software development costs were capitalized during fiscal years
1997 and 1996).
The majority of the Company's basic research and product development has
been performed in the United States, while translation and localization of
foreign-market versions are generally performed by development teams or
contractors in the local markets. Autodesk's product-related functions in
Europe, including software development, localization, quality assurance, and
technical publications, are centralized in Neuchatel, Switzerland. Production in
Europe is centralized in Ireland, and production in Asia Pacific is centralized
in Singapore.
5
The Company intends to continue recruiting and hiring experienced software
developers and to consider the licensing and acquisition of complementary
software technologies and businesses. In addition, the Company will continue to
actively collaborate with and support independent software developers who offer
products that enhance and complement AutoCAD software and other products offered
by Autodesk.
The software products offered by the Company are internally complex.
Despite extensive testing and quality control, these products may contain errors
or defects ("bugs"), especially when first introduced. In fiscal year 1996,
Autodesk experienced quality and performance issues associated with AutoCAD
Release 13, including issues related to compatibility with certain hardware
platforms and peripheral equipment, interoperability problems with products
designed to work in conjunction with AutoCAD Release 13, and other issues
associated with the software's object-oriented design. These factors resulted in
a high rate of product returns in fiscal year 1996. There can be no assurance
that defects or errors will not occur in future releases of AutoCAD or other
software products offered by the Company. Such defects or errors could result in
corrective releases to the Company's software products, damage to Autodesk's
reputation, loss of revenues, an increase in product returns, or lack of market
acceptance of its products, any of which could have a material and adverse
effect on the Company's business and consolidated results of operations.
The Company believes that its future results will depend largely upon its
ability to offer products that compete favorably with respect to price,
reliability, performance, range of useful features, continuing product
enhancements, reputation, and training. Delays or difficulties may result in the
delay or cancellation of planned development projects, and could have a material
and adverse effect on the Company's business and consolidated results of
operations. Further, increased competition in the market for design, mapping, or
multimedia software products could also have a negative impact on the Company's
business and consolidated results of operations. More specifically, gross
margins may be adversely affected if sales of low-end CAD products, which
historically have had lower margins, grow at a faster rate than the Company's
higher-margin products.
Certain of the Company's historical product development activities have
been performed by independent firms and contractors, while other technologies
are licensed from third parties. The Company generally either owns or licenses
the software developed by third parties. Because talented development personnel
are in high demand, there can be no assurance that independent developers,
including those who have developed products for the Company in the past, will be
able to provide development support to the Company in the future. Similarly,
there can be no assurance that the Company will be able to obtain and renew
existing license agreements on favorable terms, if at all, which could have a
material and adverse effect on the Company's business and consolidated results
of operations.
Autodesk's business strategy has historically depended in large part on its
relationships with third-party developers, who provide products that expand the
functionality of Autodesk's design software. There can be no assurance that
certain developers will not elect to support other products or otherwise
experience disruption in product development and delivery cycles. Such
disruption in particular markets could negatively impact these third-party
developers and end users, which could have a material adverse effect on
Autodesk's business and consolidated results of operations. Further, increased
merger and acquisition activity currently experienced in the technology industry
could affect relationships with other third-party developers, and thus adversely
affect operating results.
Additionally, there can be no assurance that the Company's development
efforts will result in the timely introduction of new products or that such new
products will be commercially successful. Failure to successfully develop new
products, 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.
MARKETING AND SALES
Autodesk's customer-related operations are divided into three geographic
regions: the Americas, Europe, and Asia Pacific. Autodesk's products are
marketed worldwide through a network of domestic and foreign offices. The
Company sells its software products primarily through distributors and dealers
(value-added resellers or "VARs") who distribute the Company's products to
end-users in more than 150 countries. VARs, including both independent owners
and computer store franchisees, are supported by the Company and its
subsidiaries through technical training, periodic publications, and Autodesk's
Home Page on the Internet.
In addition, the Company works directly with dealer and distributor sales
organizations, computer manufacturers, other software developers, and
peripherals manufacturers through cooperative advertising, promotions, and
trade-show presentations. Autodesk also holds annual "Expos" throughout the
world. These dedicated trade shows, incorporated within major industry trade
shows, highlight Autodesk's products, as well as a number of third-party
products. The Company also employs mass-marketing techniques such as direct
mailings and advertising in business and trade journals. Further, Autodesk
supports user groups dedicated to the exchange of information related to the use
of the Company's products.
6
Domestically, the Company distributes its products primarily through its
authorized dealer network. Other domestic sales are made principally to large
corporations, governmental agencies, educational institutions, and, for certain
low-end CAD products, to end users. Substantially all of Autodesk's
international sales are made to dealers and distributors, which are supported by
Autodesk's foreign subsidiaries and international sales organizations. Certain
international sales result from direct exports from the United States.
Fluctuations in foreign exchange rates, specifically the stronger value of the
dollar, relative to certain international currencies, negatively impacted
foreign revenues during fiscal year 1998. These foreign currency fluctuations,
as well as any slowdowns in any of the Company's geographical markets, including
the recent economic instability experienced in certain Asia Pacific countries,
could have a material adverse effect on Autodesk's business and future
consolidated results of operations.
Autodesk's ability to effectively distribute its products depends in part
upon the financial and business condition of its VAR network. Although the
Company has not to date experienced any material problems with its VAR network,
computer software dealers and distributors are typically not highly capitalized,
have tended to experience difficulties during times of economic contraction and
during periods of technology-market price pressure, and may do so in the future.
While no single customer accounted for more than 10 percent of Autodesk's
consolidated revenues in fiscal years 1998, 1997, or 1996, the loss of, or a
significant reduction in, business with any one of Autodesk's major
international distributors or large U.S. resellers could have a material adverse
effect on the Company's business and consolidated results of operations.
The Company intends to continue to make its products available in foreign
languages and expects that foreign sales will continue to contribute a
significant portion of its consolidated revenues. Foreign revenues, including
export sales from the United States to foreign customers, accounted for
approximately 58 percent, 65 percent, and 64 percent of revenues in fiscal years
1998, 1997, and 1996, respectively.
CUSTOMER AND DEALER SUPPORT
During fiscal year 1998, the Company realigned its customer and dealer
support network around its market groups to better provide services related to
specific industry segments. The Company requires each authorized dealer and
distributor to provide a professional level of technical support to customers by
employing full-time, trained, technical-support personnel. The Company supports
its dealers and distributors through technical product training, sales training
classes, and direct telephone support. During fiscal year 1998, the Company
began to offer more end-user support in addition to services which had
historically been offered such as the online support available through the
Autodesk Home Page on the Internet. These new support services include the
Web-Based Learning program, a fee-based distance learning program that provides
lessons and tutorials that highlight critical components of the Company's
products, and the Multimedia Learning Assistance program, which provides lessons
related to design projects through an interactive multimedia tool.
Autodesk offers phone support through authorized Autodesk dealers under two
programs: the Autodesk Premier Support Program ("APSP") and the Autodesk Systems
Center Program ("ASCP"). Under the APSP, participating dealers act as dedicated
account managers to Autodesk customers that have technical questions related to
a specific vertical industry. The ASCP requires dealers to provide superior
industry-specific application training to end users of the Company's products.
In addition, Autodesk provides direct phone support to end users under the new
Safety Net Program ("SNP"). Under the SNP, Autodesk support staff provide
technical support for customers with questions about AutoCAD and products
offered by the Company's market groups.
As of January 31, 1998, the Company had authorized more than 900
independent Autodesk Training Centers ("ATCs") throughout the world. These
accredited training centers offer in-depth education and training in
computer-aided design skills on AutoCAD and other Autodesk products, as well as
on related, independently developed software.
Customers have formed Autodesk user groups as forums for education and to
suggest product enhancements and development of new products. The Autodesk User
Group International ("AUGI/TM/"), officially recognized by Autodesk, sponsors an
annual meeting held concurrently with the Autodesk University/R/ user show;
publishes a quarterly newsletter; independently evaluates Autodesk products;
compiles user feature and functionality requirements; and offers telecourses
taught by its membership on CompuServe. In addition, there are local user groups
in Europe, Asia Pacific, and the Americas focused on expanding the use of
Autodesk products.
7
DEVELOPER PROGRAMS
One of the Company's key strategies is to maintain an open-architecture
design of its software products to facilitate third-party development of
peripheral and complementary products. This approach enables customers and third
parties to customize the Company's products for a wide variety of highly
specific uses. Autodesk offers several programs that provide marketing, sales,
and technical support and programming tools to Autodesk Registered Developers
worldwide, who have, to date, developed more than 5,000 commercially available
add-on applications for Autodesk products. Although Autodesk derives no direct
revenue from these application developers, the Company believes that the
availability and use of their add-on products enhance sales opportunities for
Autodesk's core products.
Under the Autodesk Developer Channel, the Company offers three programs to
third-party developers that are interested in licensing Autodesk software and
technology. The Unique Application Reseller program ("UAR") allows software
developer partners the ability to sell and support Autodesk software when
bundled with specifically defined vertical applications. The OEM program
provides the technology for qualified developers to create and deliver suites of
scalable products that focus on solving customer needs in specialized markets.
The Solution Integrator ("SI") allows solution provider partners the ability to
sell and support Autodesk software when bundled with specifically defined
vertical solutions.
To support the growth of third-party developers, whose applications extend
and enhance the functionality of Autodesk's products worldwide, the Company
established the Virtual Corporation Partner Program ("VCPP") during fiscal year
1995. The VCPP is a business network comprised of dealers, independent
application developers, Autodesk Training Centers, and customers. This program
provides sales, marketing, technical, product, management, and financial support
to Autodesk Strategic Developers and Dealers.
During fiscal year 1998, the Company continued to expand the Mechanical
Applications Initiative ("MAI") by adding new partners. This program, which was
introduced in fiscal year 1996, is aimed at the development and marketing of
products which can be integrated with Autodesk's MCAD products. MAI partners
participate with Autodesk in product marketing and development activities.
BACKLOG
Autodesk typically ships products within one to two weeks after receipt of
an order, which is common in the computer software industry. Accordingly,
Autodesk does not maintain significant backlog, and backlog as of any particular
date gives no indication of actual sales for any succeeding period.
COMPETITION
The software industry has limited barriers to entry, and the availability
of desktop computers with continually expanding capabilities at progressively
lower prices contributes to the ease of market entry. Because of these and other
factors, competitive conditions in the industry are likely to intensify in the
future. Increased competition could result in price reductions, reduced revenues
and profit margins, and loss of market share, any of which could adversely
affect Autodesk's business, consolidated results of operations and financial
condition.
8
The AEC family of products competes directly with software offered by
companies such as Bentley Systems, Inc. ("Bentley"); Computervision Corporation
(a subsidiary of Parametric Technologies, Inc.); CADAM Systems Company, Inc.;
Diehl Graphsoft, Inc.; EaglePoint Software; International Microcomputer
Software, Inc. ("IMSI"); Intergraph Corporation; Ketiv Technologies; Nemetschek
Systems, Inc.; and Visio Corporation ("Visio"). The Company's MCAD products
compete with products offered by Bentley; Visionary Design Systems;
Hewlett-Packard Corporation; Parametric Technologies, Inc.; Structural Dynamics
Research Corporation; Unigraphics; Computervision Corporation (a subsidiary of
Parametric Technologies); Dassault Systemes; SolidWorks Corporation (a
subsidiary of Dassault); and Baystate Technologies, Inc. The Company's GIS
Market Group faces competition from Bentley; Intergraph Corporation; MapInfo
Corporation; Earth Sciences Research Institute ("ESRI"); and MCI Systemhouse.
Kinetix product offerings compete with products offered by other multimedia
companies such as Adobe Systems Inc.; Macromedia, Inc.; Microsoft Corporation;
and Silicon Graphics, Inc. The Personal Solutions Group family of products
competes with Broderbund Software, Inc.; IMSI; Visio; and Micrografx Inc.
Certain of the competitors of the Company have greater financial, technical,
sales and marketing, and other resources than the Company.
Autodesk believes that the principal factors affecting competition in its
markets are price, product reliability, performance, range of useful features,
continuing product enhancements, reputation, and training. In addition, the
availability of third-party application software is a competitive factor within
the CAD market. Autodesk believes that it competes favorably in these areas and
that its competitive position will depend, in part, upon its continued ability
to enhance existing products, and to develop and market new products.
In April 1998, the Company received notice that the Federal Trade
Commission ("FTC") has undertaken a nonpublic investigation of its business
practices. The FTC had not made any claims or allegations regarding the
Company's current business practices or policies, nor have any charges been
filed. Autodesk intends to cooperate fully with the FTC in its inquiry. The
Company does not believe that the investigation will have a material impact on
its business or results of operations.
INTELLECTUAL PROPERTY AND LICENSES
The Company protects its intellectual property through copyright, trade
secret, patent, and trademark laws. For substantially all AutoCAD sales outside
of North America, the Company uses software protection locks to inhibit
unauthorized copying. Nonetheless, there can be no assurance that Autodesk's
intellectual property rights can be successfully asserted in the future or will
not be invalidated, circumvented, or challenged. In addition, the laws of
certain foreign countries where Autodesk's products are distributed do not
protect Autodesk's intellectual property rights to the same extent as U.S. laws.
The inability of the Company to protect its proprietary information could have a
material adverse effect on the Company's business and consolidated results of
operations.
From time to time, the Company receives claims alleging infringement of a
third party's intellectual property rights, including patents. Any disputes
involving Autodesk's intellectual property rights or those of another party
could lead to costly litigation which could have a material adverse effect on
the Company's business and consolidated results of operations.
The Company retains ownership of software it develops. All software is
licensed to users and provided in object code pursuant to either shrink-wrap,
embedded or on-line licenses, or executed license agreements. These agreements
contain restrictions on duplication, disclosure, and transfer.
The Company believes that because of the limitations of laws protecting its
intellectual property and the rapid, ongoing technological changes in both the
computer hardware and software industries, it must rely principally upon
software engineering and marketing skills to maintain and enhance its
competitive market position.
The Company has an in-house antipiracy program focused on pursuing
companies and individuals who illegally duplicate, sell, or install Autodesk's
software products. Software piracy is in some cases a felony under U.S. federal
law, which allows copyright and patent holders to protect and enforce their
rights as owners of intellectual property. Additionally, Autodesk is a member
and co-founder of the Business Software Alliance ("BSA"), an organization
comprised of member software companies whose purpose is to advance favorable
public policy for the technology industry and promote the importance of honoring
software copyrights.
9
PRODUCTION
Production of the Company's software products involves duplication of the
software media and the printing of user manuals. The purchase of media and the
transfer of the software programs onto media for distribution to customers are
performed by the Company and by licensed subcontractors. Media for Autodesk's
products include CD-ROMs and disks which are available from multiple sources.
User manuals for the Company's products and packaging materials are produced to
Company specifications by outside sources. Domestic production is performed in
leased facilities operated by the Company. Certain product assembly is also
performed by independent third-party contractors. International production is
performed by independent third-party contractors in Ireland and Singapore. To
date, the Company has not experienced any material difficulties or delays in the
production of its software and documentation.
10
EMPLOYEES
As of January 31, 1998, the Company had 2,470 full-time employees, of which
1,784 were based in the Americas, 428 in Europe, and 258 in Asia Pacific. The
continued growth and success of the Company depends significantly on the
continued service of highly skilled employees. Competition for these employees
in today's marketplace, especially in the technology industries, is intense. The
Company's ability to attract and retain employees is dependent on a number of
factors, including its continued ability to grant stock incentive awards. There
can be no assurance that the Company will be successful in continuing to recruit
new personnel and to retain existing personnel. The loss of one or more key
employees or the Company's inability to maintain existing employees or recruit
new employees could have a material adverse impact on the Company. None of the
Company's employees in the United States is subject to a collective bargaining
agreement, and the Company has never experienced a work stoppage. Management
believes that its relations with its employees are good.
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 United States for local sales, development, and
technical support personnel. Autodesk's foreign subsidiaries lease office space
for their operations. The Company owns substantially all equipment used in its
facilities.
ITEM 3. LEGAL PROCEEDINGS
In May 1997, the Company settled a lawsuit filed by Tektronix, Inc.
alleging a patent infringement, pursuant to which all of Tektronix's claims have
been dismissed.
In December 1994, the Company recorded a $25.5 million litigation charge as
a result of a judgment against the Company on a claim of a trade secret
misappropriation brought by Vermont Microsystems, Inc. ("VMI"). The Company
appealed that judgment and, upon remand to the Federal District Court, a reduced
judgment was entered against the Company in the amount of $14.2 million plus
interest. On February 23, 1998, the U.S. Court of Appeals for the Second Circuit
reduced the judgment to $7.8 million. Because the case is still subject to post
judgment motions and appeals, the Company has not reflected the reduction of
damages in the accompanying consolidated financial statements.
Autodesk is a party to various legal proceedings arising from the normal
course of business activities. While the outcome of these matters cannot be
predicted with certainty, in management's opinion, resolution of these matters
is not expected to have a material adverse impact on Autodesk's consolidated
results of operations or its financial position. However, depending on the
amount and timing, an unfavorable resolution of a matter could materially affect
Autodesk's future results of operations or cash flows in a particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 1998.
Executive Officers of the Registrant
- ------------------------------------
The following sets forth certain information regarding the executive officers of
the Company as of April 21, 1998:
NAME AGE POSITION
---- --- --------
Carol A. Bartz ......... 49 Chairman of the Board and Chief Executive
Officer
Eric B. Herr ........... 49 President and Chief Operating Officer
Joseph H. Astroth, Ph.D. 42 Vice President, GIS Market Group
Carl Bass .............. 40 Vice President, Engineering and Chief Technical
Officer
Steve Cakebread ........ 46 Vice President and Chief Financial Officer
James D. D'Arezzo ...... 46 Vice President, Corporate Marketing
Dominic J. Gallello .... 42 Vice President, Mechanical CAD Market Group
Stephen McMahon ........ 56 Vice President, Human Resources and Facilities
Tom Norring ............ 52 Vice President, Asia Pacific
Michelle Pharr ......... 49 Vice President, the Americas
Marcia K. Sterling ..... 54 Vice President, Business Development and
General Counsel
Godfrey R. Sullivan .... 43 Vice President, Personal Solutions Group
Michael E. Sutton ...... 53 Vice President, Europe/Middle East/Africa
CAROL A. BARTZ joined the Company in April 1992 and has served as Chief
Executive Officer and Chairman of the Board since May 1992. Ms. Bartz served as
President from May 1992 through September 1996. Ms. Bartz is a director of
AirTouch Communications, Inc., Network Appliance, Inc., and BEA Systems, Inc.
ERIC B. HERR has been Autodesk's President and Chief Operating Officer
since September 1996, having also served as the Acting Vice President, AEC
Market Group, from September 1996 through March 1997. Mr. Herr served as the
Chief Financial Officer from the time he joined the Company in May 1992 until
September 1996. From December 1992 through January 1995, Mr. Herr served as Vice
President, Emerging Businesses. From January 1995 to May 1995, Mr. Herr served
as Vice President, Finance and Administration.
11
DR. JOSEPH H. ASTROTH has served as Vice President, GIS Market Group, since
joining the Company in January 1996. From September 1989 through December 1995,
Dr. Astroth held various positions with Graphic Data Systems Corporation
including Director, Environmental Market Group, from January 1993 to June 1994,
and Vice President of Product Management, Engineering, from June 1994 to
December 1995.
CARL BASS was named Vice President of Engineering in October 1997. He was
named Chief Technical Officer in December 1996. From November 1995 to December
1996, Mr. Bass served as a Senior Technical Fellow for the AutoCAD family of
products. Mr. Bass served as Chief Architect for AutoCAD from September 1993 to
October 1995. Before joining Autodesk, Mr. Bass was cofounder and Chief
Technical Officer of Ithaca Software from May 1986 to August 1993.
STEVE CAKEBREAD joined the Company in April 1997 as Vice President and
Chief Financial Officer. From April 1993 through March 1997 he served as Vice
President, Finance World Trade Corporation at Silicon Graphics. Mr. Cakebread
held various finance and general management positions at Hewlett-Packard from
January 1972 through March 1993.
JAMES D. D'AREZZO has served as Vice President, Corporate Marketing, since
joining Autodesk in February 1994. Mr. D'Arezzo served as Vice President, Data
Management Market Group, from February 1996 through September 1996. From
February 1994 through December 1995, Mr. D'Arezzo served as Vice President,
Corporate Marketing, and Vice President, GIS and DM Market Groups. From November
1993 to January 1994, Mr. D'Arezzo served as the Vice President of Corporate
Business Development for Banyan Systems. From July 1990 to November 1993, Mr.
D'Arezzo served as Banyan's Vice President of Marketing.
DOMINIC J. GALLELLO has served as Vice President, MCAD Market Group since
January 1995. Mr. Gallello served as Vice President, Asia Pacific, from the time
he joined Autodesk in October 1992 until July 1996. From February 1995 to August
1995, Mr. Gallello served as Acting Vice President, MCAD Market Group.
12
STEPHEN MCMAHON has served as Vice President, Human Resources, since
joining Autodesk in July 1992. From July 1987 to July 1992, Mr. McMahon served
as Senior Director, Human Resources, for Apple Computer, Inc.
TOM NORRING has served as Vice President, Asia Pacific, since joining
Autodesk in June 1996. Prior to joining Autodesk, Mr. Norring served as Vice
President of Asia Pacific and Latin America and in a variety of international
management positions for Hitachi Data Systems from 1978 to 1996.
MICHELLE PHARR was appointed Vice President, the Americas, in October
1997. Ms. Pharr joined Autodesk in November 1995 as Regional Director of the
Western Region of the United States. Before joining Autodesk, Ms. Pharr was
the Director of Western Operations at Aspect Development from July 1993 to
November 1995.
MARCIA K. STERLING joined Autodesk in October 1995 as Vice President,
Business Development and General Counsel. From September 1982 to October 1995,
she practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati,
where she was a member.
GODFREY R. SULLIVAN was named Vice President, Personal Solutions Group, in
September 1997. Mr. Sullivan served as Vice President, the Americas, since
joining Autodesk in October 1992 and as Acting Vice President, AEC/FM Market
Group, from February 1995 to September 1995.
MICHAEL E. SUTTON has served as Vice President, Europe/Middle East/Africa,
since June 1993. Mr. Sutton joined Autodesk in October 1987 as a sales and
marketing director in the United Kingdom. Mr. Sutton was the Managing Director
of Autodesk's United Kingdom subsidiary from January 1990 to January 1992. From
January 1992 to February 1993, Mr. Sutton served as Northern Region Manager,
Europe, and from February 1993 to May 1993, he served as Acting Vice President,
Europe.
There is no family relationship among any of the directors or executive
officers of Autodesk.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated by reference to page
53 of the Company's 1998 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to page
21 of the Company's 1998 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
22 through 32 of the Company's 1998 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages
33 through 51 of the Company's 1998 Annual Report to Stockholders.
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
Certain information required by Part III is omitted from this Report in that the
Registrant will file a definitive proxy statement pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of the fiscal year
covered by this Report and certain information included therein is incorporated
herein by reference. Only those sections of the Proxy Statement that
specifically address the items set forth herein are incorporated by reference.
Such incorporation does not include the Compensation Committee Report or the
Performance Graph included in the Proxy Statement.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors required by this Item is
incorporated by reference to the Company's Proxy Statement.
The information concerning the Company's executive officers required by this
Item is incorporated by reference herein to the section of this Report in Part
I, Item 4, entitled "Executive Officers of the Registrant."
The information regarding compliance with Section 16 of the Securities and
Exchange Act of 1934 is to be set forth in the Proxy Statement and is hereby
incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
1. Financial Statements: The following Consolidated Financial Statements
of Autodesk, Inc., and Report of Ernst & Young LLP, Independent
Auditors, are incorporated by reference to pages 33 through 51 of the
Registrant's 1998 Annual Report to Stockholders:
Consolidated Statement of Income--Fiscal Years Ended January 31, 1998,
1997, and 1996
14
Consolidated Balance Sheet--January 31, 1998 and 1997
Consolidated Statement of Cash Flows--Fiscal Years Ended January 31, 1998,
1997, and 1996
Consolidated Statement of Stockholders' Equity--Three Year Period Ended
January 31, 1998
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
2. Financial Statement Schedule: The following financial statement schedule of
Autodesk, Inc., for the fiscal years ended January 31, 1998, 1997, and
1996, 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 Amended and Restated Certificate of Incorporation of
Registrant
3.2(1) Certificate of Designation of Rights, Preferences, and
Privileges of Series A Participating Preferred Stock of
Autodesk, Inc.
3.3 Bylaws of Registrant, as amended
4.1(2) Preferred Shares Right Agreement dated December 14, 1995
4.2(2) Amendment No. 1 to Rights Agreement
10.1(3)* Registrant's 1987 Stock Option Plan, as amended
10.2(3)* Registrant's Employee Qualified Stock Purchase Plan and form
of Subscription Agreement, as amended
10.3 * Registrant's 1990 Directors' Option Plan, as amended
10.4 * Registrant's 1996 Stock Plan, as amended
10.5(4)* Form of Indemnification Agreement executed by the
Company and each of its officers and directors
10.6(5)* Agreement between Registrant and Carol A. Bartz dated
April 7, 1992
10.7(6) Teleos Research 1996 Stock Plan
10.8(7) Registrant's Nonstatutory Stock Option Plan, as amended
10.9(8) Softdesk, Inc. 1992 Stock Option Plan
10.10(8) Softdesk, Inc. 1993 Director Stock Option Plan
10.11(8) Softdesk, Inc. 1993 Equity Incentive Plan
10.12 * Registrant's 1998 Employee Qualified Stock Purchase Plan
10.13(9) Agreement and Plan of Reorganization By and Among Autodesk,
Inc., Autodesk Acquisition Corporation, and Softdesk, Inc.,
dated December 10, 1996, as amended December 19, 1996
13.1 Pages 33 through 53 of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1998 (to be
deemed filed only to the extent required by the instructions
to exhibits for reports on Form 10-K)
21.1 List of Subsidiaries
23.1 Consent of Independent Auditors (included on page 18 of this
Report)
24.1 Power of Attorney (included on page 17 of this Report)
27.1 Financial Data Schedule restated
15
(1) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1997.
(2) Incorporated by reference to the Registrant's Report on Form 8-A filed
on January 5, 1996, as amended on January 8, 1996 and January 15,
1998.
(3) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1996.
(4) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1995.
(5) Incorporated by reference to the exhibit filed with the Registrant's
Report on Form 10-Q for the fiscal quarter ended April 30, 1992.
(6) Incorporated by reference to the exhibit filed with the Registrant's
Report on Form S-8 filed on July 23, 1996.
(7) Incorporated by reference to the exhibit filed with the Registration
Statement on Form S-8 filed on January 28, 1998.
(8) Incorporated by reference to the exhibit filed with the Registrant's
Report on Form S-8 filed on April 3, 1997.
(9) Incorporated by reference to the exhibit filed with the Registration
Statement on Form S-4 filed on March 3, 1997.
* Denotes a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K: No report on Form 8-K was filed by the Company during
the fiscal quarter ended January 31, 1998.
With the exception of the information incorporated by reference to the
Annual Report to Stockholders in Items 5, 6, 7, and 8 of Part II and Item
14 of Part IV of this Form 10-K, the Company's 1998 Annual Report to
Stockholders is not to be deemed filed as a part of this Report.
Autodesk, the Autodesk logo, AutoCAD, AutoCAD LT, AutoCAD Map, AutoSketch,
Kinetix, Mechanical Desktop, Picture This Home!, PlantSpec, 3D Studio MAX,
AutoLISP, AutoCAD Development System, Autodesk View, Softdesk, Autodesk
University, and DesignBlocks are registered trademarks, and Autodesk
MapGuide, Autodesk World, Bringing Information Down to Earth, Character
Studio, Design Your World, ObjectARX, 3D Studio VIZ, Autodesk WalkThrough,
AutoSnap, AUGI, and Auto-Architect are trademarks of Autodesk, Inc. in the
USA and/or other countries. Microsoft, Windows, and Windows NT are
registered trademarks of Microsoft Corporation. All other brand names,
product names, or trademarks belong to their respective holders.
16
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 3, 1999
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carol A. Bartz as his or her attorney-in-fact,
each with the power of substitution, for him or her in any and all capacities,
to sign any amendments to this Report on Form 10-K, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- -------------------------- --------------------------- --------------
/s/ CAROL A. BARTZ Chief Executive Officer and February 3, 1999
- -------------------------- Director (Principal Executive
Carol A. Bartz Officer)
/s/ STEVE CAKEBREAD Vice President February 3, 1999
- -------------------------- and Chief Financial Officer
Steve Cakebread (Principal Financial Officer)
/s/ DAVID S. OPPENHEIMER Vice President, Finance February 3, 1999
- -------------------------- (Principal Accounting Officer)
David S. Oppenheimer
/s/ MARK A. BERTELSEN Director February 3, 1999
- --------------------------
Mark A. Bertelsen
/s/ CRAWFORD W. BEVERIDGE Director February 3, 1999
- --------------------------
Crawford W. Beveridge
/s/ J. HALLAM DAWSON Director February 3, 1999
- --------------------------
J. Hallam Dawson
/s/ PAUL OTELLINI Director February 3, 1999
- --------------------------
Paul Otellini
/s/ MORTON L. TOPFER Director February 3, 1999
- --------------------------
Morton L. Topfer
/s/ MARY ALICE TAYLOR Director February 3, 1999
- --------------------------
Mary Alice Taylor
17
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K/A)
of Autodesk, Inc. of our report dated February 24, 1998 (except for the second
paragraph of Note 1 as to which the date is January 25, 1999), included in the
1998 Annual Report to Stockholders of Autodesk, Inc.
Our audits also included the financial statement schedule of Autodesk, Inc.
listed in Item 14(a). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-15675, No. 33-22656, No. 33-39458, No. 33-41265, No. 33-51110,
No. 33-54683, No. 33-61015, No. 333-08693, No. 333-15037, No. 333-24469, and No.
333-45045) pertaining to the 1987 Stock Option Plan, 1990 Directors' Option
Plan, 1996 Stock Plan, the Autodesk, Inc. Nonstatutory Stock Option Plan, and
Employee Qualified Stock Purchase Plan of Autodesk, Inc., the Teleos Research
1996 Stock Plan and the Softdesk, Inc. 1992 Stock Option Plan, Softdesk, Inc.
1993 Director Stock Option Plan and Softdesk, Inc. 1993 Equity Incentive Plan of
our report dated February 24, 1998 (except for the second paragraph of Note 1 as
to which the date is January 25, 1999), with respect to the consolidated
financial statements incorporated herein by reference, and our report included
in the preceding paragraph with respect to the financial statement schedule
included in this Annual Report (Form 10-K/A) of Autodesk, Inc.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
February 3, 1999
18
Schedule II
AUTODESK, INC.
VALUATION AND QUALIFYING ACCOUNTS
Additions--
Balance at Charged to Balance
Beginning Costs and Deductions at End
Description of Year Expenses Write-Offs of Year
---------------------------------------- ----------- ----------- ------------ -----------
Fiscal year ended January 31, 1998
Allowance for doubtful accounts $ 6,635,000 $ 3,701,000 $ 3,200,000 $ 7,136,000
Allowance for stock balancing and
product rotation $17,175,000 $38,419,000 $35,375,000 $20,219,000
Fiscal year ended January 31, 1997
Allowance for doubtful accounts $6,731,000 $ 1,735,000 $ 1,831,000 $ 6,635,000
Allowance for stock balancing and
product rotation $14,607,000 $46,884,000 $44,316,000 $17,175,000
Fiscal year ended January 31, 1996
Allowance for doubtful accounts $6,457,000 $ 3,527,000 $ 3,253,000 $ 6,731,000
Allowance for stock balancing and
product rotation $6,892,000 $58,889,000 $51,174,000 $14,607,000
S-1