================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2004 Date of Report (date of earliest event reported) ---------- Autodesk, Inc. (Exact name of Registrant as specified in its charter) Delaware 000-14338 94-2819853 -------- --------- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 111 McInnis Parkway San Rafael, California 94903 ---------------------------- (Address of principal executive offices) (415) 507-5000 -------------- (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) ================================================================================Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated as of February 26, 2004, entitled "Autodesk Fourth Quarter Revenues Increase 51 Percent, EPS Increases 700 Percent". Item 12. Results of Operations and Financial Condition On February 26, 2004, Autodesk, Inc. issued a press release reporting its results for the three months and fiscal year ended January 31, 2004. The press release is attached as Exhibit 99.1. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES Pursuant to the requirements 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/ ALFRED J. CASTINO ------------------------------------ Alfred J. Castino Senior Vice President and Chief Financial Officer Date: February 26, 2004
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated as of February 26, 2004, entitled "Autodesk Fourth Quarter Revenues Increase 51 Percent, EPS Increases 700 Percent".
Exhibit 99.1 Autodesk Fourth Quarter Revenues Increase 51 Percent EPS Increases 700 percent SAN RAFAEL, Calif., Feb. 26 /PRNewswire-FirstCall/ -- Autodesk, Inc. (Nasdaq: ADSK), the world's leading design software and digital content company, today announced financial results for its fourth quarter and fiscal year ended January 31, 2004. For the fourth quarter, Autodesk reported net revenues of $295 million, a 51 percent increase over $196 million reported in the fourth quarter of fiscal 2003. Fourth quarter net income was $58 million or $0.48 per diluted share on a GAAP basis, and $53 million or $0.45 per diluted share on a pro-forma basis. Pro-forma net income excludes both the positive effect of a tax benefit of $7 million from the successful completion of an IRS audit of a previous year, and a $3 million restructuring charge. Net income in the fourth quarter of fiscal 2003 was $6 million or $0.06 per diluted share on a GAAP basis, and $8 million or $0.07 per diluted share on a pro-forma basis. Pro-forma net income in the fourth quarter of fiscal 2003 excludes both a $7 million restructuring charge and the positive effect of a tax benefit of $4 million from closure of a prior year tax audit. "I am pleased with the company's outstanding performance during the quarter," said Carol Bartz, Autodesk chairman and CEO. "We saw strong growth across all divisions and all markets. Today's results clearly demonstrate that our strategies are working, our product offering has never been better and, most importantly, our customers are satisfied." Autodesk's strong performance was driven by a significant increase in upgrade revenues, the continuing success of the company's subscription program, and the company's commitment to improving profitability. During the quarter, the company retired its AutoCAD 2000-based products. Upgrade revenues increased 160 percent over the fourth quarter of fiscal 2003, to $100 million. In addition to strong growth in upgrade revenues, revenues from new seats grew 17 percent over the fourth quarter of fiscal 2003. Subscription revenues, called Maintenance on the financial statements, increased 52 percent over the same quarter of the prior year, to $33 million. Subscription bookings increased 44 percent over the fourth quarter of fiscal 2003, as customers continue to recognize the value of the subscription program and the quick return on investment of Autodesk products. During the quarter, Autodesk continued to deliver on its commitment to improve profitability. Operating margins improved 19 percentage points over the fourth quarter of fiscal 2003, to 20 percent on a GAAP basis. Pro-forma operating margins, which exclude the $3 million restructuring charge, were 21 percent in the quarter. These results demonstrate the significant leverage in the company's operating margin and substantial progress toward the target operating margin range of 18 to 20 percent on an annual basis. Annual operating margins were 11 percent on a GAAP basis and 12 percent on a pro-forma basis, excluding the impact of the $3 million restructuring charge. "We are very optimistic about the coming year," said Bartz. "Our product line up has never been better. We have significant new releases of all major products coming at the same time or earlier than they were released last year, beginning with the new release of our AutoCAD 2005 family of products next month. In addition, we plan to introduce several significant new products, including Civil 3D for our Infrastructure customers, and new Linux-based releases for our Media customers. We have just begun our restructuring efforts and are firmly committed to improving profitability. We are on track to perform and execute. As a result, I have never been more enthusiastic heading into a new fiscal year." Net revenues for fiscal 2004 were $952 million, an increase of 15 percent compared to $825 million in fiscal 2003. Net income for fiscal 2004 was $120 million or $1.04 per diluted share on a GAAP basis, and $96 million or $0.83 per diluted share on a pro-forma basis. Fiscal 2004 pro-forma results exclude the $3 million restructuring charge and the positive effects of tax benefits totaling $27 million. Net income in fiscal 2003 was $32 million or $0.28 per diluted share on a GAAP basis, and $47 million or $0.41 per diluted share on a pro-forma basis. Fiscal 2003 pro-forma results exclude $26 million in restructuring charges and the positive effect of the tax benefit of $4 million. Operating Expense Presentation During the quarter, the company changed its allocation of certain costs, primarily information technology costs. This change has no impact to margins or profits. The company's results prepared under the new allocation methodology are attached to this press release and are available at www.autodesk.com/investor. Business Outlook The following statements are forward looking statements which are based on current expectations and which involve risks and uncertainties some of which are set forth below. Q1 Fiscal 2005 Net revenues for the first quarter of fiscal 2005 are expected to be in the range of $240 million to $250 million. Earnings per diluted share for the first quarter of fiscal year 2005 are expected to be in the range of $0.12 to $0.17 on a GAAP basis and $0.16 to $0.21 on a pro forma basis. Full Year Fiscal 2005 For 2005, annual net revenue is expected to be in the range of $990 million to $1,010 million. Earnings per diluted share for the full year are expected to be in the range of $0.94 to $1.04 on a GAAP basis and $1.15 to $1.25 on a pro-forma basis. Fourth quarter fiscal 2005 operating margins are expected to be at least in the mid-20 percent range. The company remains committed to achieving its target 18 to 20 percent operating margins for subsequent annual periods beginning in fiscal year 2006. A reconciliation of the above non-GAAP net income and EPS amounts to the corresponding GAAP net income and EPS amounts is provided at the end of this press release. Safe Harbor Statement This press release contains forward-looking statements that involve risks and uncertainties, including statements in the paragraphs under "Business Outlook," above and other statements regarding our anticipated performance. Factors that could cause actual results to differ materially include the following: general market and business conditions, failure of key new applications to achieve anticipated levels of customer acceptance, failure to achieve sufficient sell-through in our channels for new or existing products, pricing pressure, failure to achieve anticipated cost reductions, delays in the release of new products and services, failure to achieve continued success in technology advancements, changes in accounting rules, failure to successfully integrate new or acquired businesses, financial and business condition of our reseller and distribution channels, renegotiation or termination of royalty or intellectual property arrangements, and failure to grow lifecycle management or collaboration products. Further information on potential factors that could affect the financial results of Autodesk are included in the company's report on Form 10-K, for the year ended January 31, 2003, form 10-Q for the quarter ended October 31, 2003, and form 8-K filed November 26, 2003, which are on file with the Securities and Exchange Commission. Autodesk will host a conference call at 800-299-8538 (passcode: 67893682) today and an audio webcast on the fourth quarter and year end results beginning at 5:00 p.m. Eastern Time at www.Autodesk.com/investor. A replay of this webcast will be maintained on our website for at least twelve months. About Autodesk Autodesk is the world's leading design software and digital content company, offering customers progressive business solutions through powerful technology products and services. Autodesk helps customers in the building, manufacturing, infrastructure, digital media, and wireless data services fields increase the value of their digital design data and improve efficiencies across their entire project lifecycle management processes. For more information, contact any Authorized Autodesk Reseller, call Autodesk at 800-964-6432, or visit www.autodesk.com. Discreet product information is available at 800-869-3504 or via the Web at www.discreet.com. Autodesk, Inc. Reconciliation of diluted net income per share on a GAAP basis to non-GAAP diluted net income per share Unaudited Three months Fiscal year ended ended April 30, 2004 January 31, 2005 Low end High end Low end High end of range of range of range of range Diluted net income per share on a GAAP basis $0.12 $0.17 $0.94 $1.04 Restructure costs 0.05 0.05 0.28 0.28 Income tax effect (0.01) (0.01) (0.07) (0.07) Non-GAAP diluted net income per share $0.16 $0.21 $1.15 $1.25 NOTE: Autodesk, AutoCAD and Discreet are registered trademarks, of Autodesk, Inc., in the United States and/or other countries. All other brand names, product names, or trademarks belong to their respective holders. CONTACT: Investors, Sue Pirri, sue.pirri@autodesk.com, +1-415-507-6467, or Marlene Peterson, marlene.peterson@autodesk.com, +1-415-507-6732, or Media, Shannon Hart, shannon.hart@autodesk.com, +1-415-507-6241, or Nicole Pack, nicole.pack@autodesk.com, +1-415-507-6282, all of Autodesk, Inc. Autodesk, Inc. Consolidated Statements of Income (In thousands, except per share data) Three Months Ended Year Ended January 31, January 31, 2004 2003 2004 2003 (Unaudited) (Unaudited) (Audited) Net revenues: License and other $262,119 $173,674 $836,737 $748,944 Maintenance 33,191 21,842 114,906 76,001 Total net revenues 295,310 195,516 951,643 824,945 Costs and expenses: (A) Cost of license and other revenues 32,535 31,813 132,727 135,687 Cost of maintenance revenues 4,696 2,968 15,401 10,123 Marketing and sales 115,652 87,267 393,234 357,667 Research and development 55,102 44,250 209,349 190,252 General and administrative 25,949 20,642 90,990 80,068 Amortization of purchased intangibles 444 26 522 299 Restructuring and other 3,183 7,324 3,183 25,887 Total costs and expenses 237,561 194,290 845,406 799,983 Income from operations 57,749 1,226 106,237 24,962 Interest and other income, net 8,812 2,321 16,959 13,504 Income before income taxes 66,561 3,547 123,196 38,466 Income tax (provision) benefit (8,961) 2,866 (2,880) (6,562) Net income $57,600 $6,413 $120,316 $31,904 Basic net income per share $0.52 $0.06 $1.08 $0.28 Diluted net income per share $0.48 $0.06 $1.04 $0.28 Shares used in computing basic net income per share 111,465 112,619 111,497 113,035 Shares used in computing diluted net income per share 119,837 114,161 115,652 114,775 (A) Autodesk previously classified Information Technology and other corporate service costs that benefit the entire organization as General and Administrative expenses in our Consolidated Statements of Income.During the fourth quarter of fiscal 2004, Autodesk re-evaluated its cost allocation methodology and reclassified these costs to other functional areas of the business that benefit from these services.As a result, fiscal 2004 General and Administrative expenses have been reduced by $46.4 million and fiscal 2004 total Cost of Revenues, Marketing and Sales and Research and Development have been increased by $5.1 million, $23.6 million and $17.7 million, respectively. This reclassification has no impact on Autodesk's total income from operations or net income.Fiscal 2003 balances have been reclassified to conform to the 2004 presentation. The effect of this adjustment on previously reported consolidated financial statements for the three months ended and fiscal year ended January 31, 2003 is as follows (in thousands): As reported As reclassified Three Months Three Months Ended Year Ended Ended Year Ended January 31, January 31, January 31, January 31, 2003 2003 2003 2003 Cost of revenues: (i) License and other $31,813 $135,687 Maintenance 2,968 10,123 Total cost of revenues $33,425 $140,162 34,781 145,810 Marketing and sales 80,474 331,721 87,267 357,667 Research and development 39,957 172,985 44,250 190,252 General and administrative 33,084 128,929 20,642 80,068 Income from operations 1,226 24,962 1,226 24,962 (i) Prior to fiscal 2004, Autodesk did not report separate components of cost of revenues. Autodesk, Inc. Pro Forma Consolidated Statements of Income (See pro forma adjustments listed in the tables below) (In thousands, except per share data) Three Months Ended Year Ended January 31, January 31, 2004 2003 2004 2003 (Unaudited) (Unaudited) Net revenues: License and other $262,119 $173,674 $836,737 $748,944 Maintenance 33,191 21,842 114,906 76,001 Total net revenues 295,310 195,516 951,643 824,945 Costs and expenses: (A) Cost of license and other revenues 32,535 31,813 132,727 135,687 Cost of maintenance revenues 4,696 2,968 15,401 10,123 Marketing and sales 115,652 87,267 393,234 357,667 Research and development 55,102 44,250 209,349 190,252 General and administrative 25,949 20,642 90,990 80,068 233,934 186,940 841,701 773,797 Income from operations 61,376 8,576 109,942 51,148 Interest and other income, net 8,812 2,321 16,959 13,504 Income before income taxes 70,188 10,897 126,901 64,652 Provision for income taxes (16,845) (2,942) (30,438) (17,456) Pro forma net income $53,343 $7,955 $96,463 $47,196 Basic pro forma net income per share $0.48 $0.07 $0.87 $0.42 Diluted pro forma net income per share $0.45 $0.07 $0.83 $0.41 Shares used in computing basic pro forma net income per share 111,465 112,619 111,497 113,035 Shares used in computing diluted pro forma net income per share 119,837 114,161 115,652 114,775 (A) Autodesk previously classified Information Technology and other corporate service costs that benefit the entire organization as General and Administrative expenses in our Consolidated Statements of Income.During the fourth quarter of fiscal 2004, Autodesk re-evaluated its cost allocation methodology and reclassified these costs to other functional areas of the business that benefit from these services.As a result, fiscal 2004 General and Administrative expenses have been reduced by $46.4 million and fiscal 2004 total Cost of Revenues, Marketing and Sales and Research and Development have been increased by $5.1 million, $23.6 million and $17.7 million, respectively.This reclassification has no impact on Autodesk's total income from operations or net income.Fiscal 2003 balances have been reclassified to conform to the 2004 presentation. The effect of this adjustment on previously reported consolidated financial statements for the three months ended and fiscal year ended January 31, 2003 is as follows (in thousands): As reported As reclassified Three Months Three Months Ended Year Ended Ended Year Ended January 31, January 31, January 31, January 31, 2003 2003 2003 2003 Cost of revenues: (i) License and other $31,813 $135,687 Maintenance 2,968 10,123 Total cost of revenues $33,425 $140,162 34,781 145,810 Marketing and sales 80,474 331,721 87,267 357,667 Research and development 39,957 172,985 44,250 190,252 General and administrative 33,084 128,929 20,642 80,068 Pro forma income from operations 8,576 51,148 8,576 51,148 (i) Prior to fiscal 2004, Autodesk did not report separate components of cost of revenues. Three Months Ended Year Ended January 31, January 31, 2004 2003 2004 2003 (Unaudited) (Unaudited) A reconciliation between operating expenses on a GAAP basis and pro forma operating expenses is as follows: GAAP costs and expenses $237,561 $ 194,290 $845,406 $799,983 Amortization of purchased intangibles (444) (26) (522) (299) Restructuring and other (3,183) (7,324) (3,183) (25,887) Pro forma costs and expenses $233,934 $186,940 $841,701 $773,797 A reconciliation between income from operations on a GAAP basis and pro forma income from operations is as follows: GAAP income from operations $57,749 $1,226 $106,237 $24,962 Amortization of purchased intangibles 444 26 522 299 Restructuring and other 3,183 7,324 3,183 25,887 Pro forma income from operations $61,376 $8,576 $109,942 $51,148 A reconciliation between (provision) benefit for income taxes on a GAAP basis and pro forma provision for income taxes is as follows: GAAP (provision) benefit for income taxes $(8,961) $2,866 $(2,880) $(6,562) Non-recurring tax benefit (7,013) (3,824) (26,687) (3,824) Income tax effect of pro forma adjustments (871) (1,984) (871) (7,070) Pro forma provision for income taxes $(16,845) $(2,942) $ (30,438) $(17,456) A reconciliation between net income on a GAAP basis and pro forma net income is as follows: GAAP net income $57,600 $6,413 $ 120,316 $31,904 Amortization of purchased intangibles 444 26 522 299 Restructuring and other 3,183 7,324 3,183 25,887 Non-recurring tax benefit(7,013) (3,824) (26,687) (3,824) Income tax effect of pro forma adjustments (871) (1,984) (871) (7,070) Pro forma net income $53,343 $7,955 $96,463 $47,196 A reconciliation between diluted net income per share on a GAAP basis and diluted pro forma net income per share is as follows: GAAP diluted net income per share $0.48 $0.06 $1.04 $0.28 Amortization of purchased intangibles $0.00 $0.00 $0.00 $0.00 Restructuring and other $0.03 $0.06 $0.03 $0.23 Non-recurring tax benefit $(0.06) $(0.03) $(0.23) $(0.04) Income tax effect of pro forma adjustments $0.00 $(0.02) $(0.01) $(0.06) Pro forma diluted net income per share $0.45 $0.07 $0.83 $0.41 To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses pro forma measures of operating results, net income and net income per share, which are adjusted to exclude certain costs, expenses, gains and losses we believe appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of Autodesk's underlying operational results and trends and our marketplace performance. For example, the pro forma results are an indication of our baseline performance before gains, losses or other charges that are considered by management to be outside of our core operating results. In addition, these adjusted pro forma results are among the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or diluted net income per share prepared in accordance with generally accepted accounting principles in the United States. Autodesk, Inc. Consolidated Balance Sheets (In thousands) January 31, January 31, 2004 2003 (Unaudited) (Audited) ASSETS: Current assets: Cash and cash equivalents $282,249 $186,377 Marketable securities 81,275 60,643 Accounts receivable, net 166,816 132,803 Inventories 17,365 12,284 Deferred income taxes 25,410 28,923 Prepaid expenses and other current assets 24,137 28,602 Total current assets 597,252 449,632 Marketable securities 165,976 164,029 Computer equipment, software, furniture and leasehold improvements, at cost: Computer equipment, software and furniture 206,319 210,900 Leasehold improvements 34,526 32,913 Less accumulated depreciation (174,371) (167,691) Net 66,474 76,122 Purchased technologies and capitalized software, net 19,378 30,125 Goodwill, net 160,094 155,945 Other assets 7,986 7,797 $1,017,160 $883,650 LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable $52,307 $45,122 Accrued compensation 92,830 44,869 Accrued income taxes 50,695 39,802 Deferred revenues 127,276 93,241 Other accrued liabilities 61,814 86,994 Total current liabilities 384,922 310,028 Deferred income taxes, net 7,849 1,678 Other liabilities 2,746 2,736 Stockholders' equity: Preferred stock -- -- Common stock and additional paid-in capital 473,673 479,874 Accumulated other comprehensive loss (4,754) (11,568) Deferred compensation (451) (2,185) Retained earnings 153,175 103,087 Total stockholders' equity 621,643 569,208 $1,017,160 $883,650 Autodesk, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) January 31, January 31, 2004 2003 (Unaudited) (Audited) Operating Activities Net income $120,316 $31,904 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 50,292 48,844 Write-downs of cost method investments 596 3,436 Net loss on fixed asset disposals -- 940 Restructuring related charges, net 3,183 25,887 Changes in operating assets and liabilities 45,364 (24,777) Net cash provided by operating activities 219,751 86,234 Investing Activities Net sales and maturities of marketable securities (24,039) 123,005 Acquisitions, net of cash acquired (5,150) (145,231) Capital and other expenditures (25,852) (36,103) Other investing activities (3,951) (6,689) Net cash used in investing activities (58,992) (65,018) Financing activities Repayment of notes payable and borrowings - (210) Repurchases of common stock (178,463) (64,817) Proceeds from issuance of common stock 115,733 74,088 Dividends paid (13,408) (13,566) Net cash used in financing activities (76,138) (4,505) Effect of exchange rate changes on cash and cash equivalents 11,251 11,979 Net increase in cash and cash equivalents 95,872 28,690 Cash and cash equivalents at beginning of year 186,377 157,687 Cash and cash equivalents at end of year $282,249 $186,377 Supplemental cash flow information: Net cash (received) paid during the year for income taxes $(19,329) $19,315 Fiscal Year 2004 QTR 1 QTR 2 QTR 3 QTR 4 YTD2004 Financial Statistics (in millions): Net Revenues $210.8 $211.7 $233.9 $295.3 $951.6 Gross Margin 82% 83% 84% 87% 84% GAAP Operating Expenses (F) $165.9 $161.7 $169.3 $200.3 $697.3 GAAP Operating Margin 3% 7% 12% 20% 11% GAAP Net Income $7.5 $32.6 $22.6 $57.6 $120.3 GAAP Earnings Per Share (diluted) $0.07 $0.29 $0.20 $0.48 $1.04 Pro Forma Operating Expenses (A) (B) (F) $165.9 $161.7 $169.3 $196.7 $693.6 Pro Forma Operating Margin (A) (C) 3% 7% 12% 21% 12% Pro Forma Net Income (A) (D) $7.5 $12.9 $22.6 $53.4 $96.5 Pro Forma Earnings Per Share (diluted) (A) (E) $0.07 $0.11 $0.20 $0.45 $0.83 Total Cash and Marketable Securities $401.8 $411.9 $453.2 $529.5 $529.5 Days Sales Outstanding 58 59 51 51 51 Capital Expenditures $4.1 $9.8 $4.9 $7.1 $25.9 Cash from Operations $17.3 $30.3 $53.0 $119.1 $219.7 GAAP Depreciation and Amortization $12.3 $11.8 $11.8 $14.4 $50.3 Revenue by Geography (in millions): Americas $92.1 $84.8 $104.9 $127.8 $409.6 Europe $68.1 $79.1 $77.6 $ 112.4 $337.2 Asia/Pacific $50.6 $47.8 $51.3 $55.1 $204.8 Revenue by Division (in millions): Design Solutions Group $172.6 $180.9 $200.4 $258.2 $812.0 Manufacturing Solutions Division $30.1 $29.1 $33.3 $47.0 $139.5 Infrastructure Solutions Division (formerly GIS) $22.7 $25.5 $28.9 $38.2 $115.2 Building Solutions Group $15.9 $16.3 $20.8 $27.3 $80.3 Platform Technology Group & Other $ 103.9 $ 110.0 $ 117.4 $ 145.7 $477.0 Discreet $38.2 $30.8 $33.5 $37.1 $139.6 Upgrade revenue (in millions): Upgrade revenue $30.6 $46.0 $57.6 $99.8 $234.0 Operating Income (Loss) by Segment (in millions) (G): Design Solutions $54.4 $61.3 $80.3 $ 118.9 $314.9 Discreet $0.7 $(1.6) $(1.1) $5.1 $3.1 Unallocated amounts $(48.5) $(45.8) $(51.3) $(66.2) $(211.8) Headcount: Headcount 3,551 3,564 3,537 3,493 3,493 Common Stock Statistics: Stock Outstanding (Pro Forma EPS Calculation- diluted) 113,446,000 113,460,000 114,166,000 119,837,000 115,652,000 Stock Re- purchased 2,001,000 1,000,100 1,999,300 4,061,000 9,061,400 AutoCAD Statistics: Upgrade Revenue of AutoCAD-based Products (in millions) $16.6 $29.1 $43.7 $70.4 $159.8 Total AutoCAD-based Installed Base 3,271,800 3,305,200 3,353,800 3,394,600 3,394,600 Stand-alone AutoCAD 2,368,000 AutoCAD Mechanical 139,000 AutoCAD Map 190,000 Architectural Desktop 336,000 Land Desktop 110,000 AutoCAD LT Statistics: Installed Base 2,430,000 (A) To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses pro forma measures of operating results, net income and net income per share, which are adjusted to exclude certain costs, expenses, gains and losses we believe appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of Autodesk's underlying operational results and trends and our marketplace performance. For example, the pro forma results are an indication of our baseline performance before gains, losses or other charges that are considered by management to be outside of our core operating results. In addition, these adjusted pro forma results are among the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or diluted net income per share prepared in accordance with generally accepted accounting principles in the United States. (B) GAAP Operating Expenses $165.9 $161.7 $169.3 $200.3 $697.3 Amortization of purchased intangibles $-- $-- $-- $(0.4) $(0.5) Restructuring and other $-- $-- $-- $(3.2) $(3.2) Pro Forma Operating Expenses $165.9 $ 161.7 $169.3 $196.7 $693.6 (C) GAAP Operating Margin 3% 7% 12% 20% 11% Amortization of purchased intangibles 0% 0% 0% 0% 0% Restructuring and other 0% 0% 0% 1% 1% Pro Forma Operating Margin 3% 7% 12% 21% 12% (D) GAAP Net Income $7.5 $32.6 $22.6 $57.6 $120.3 Amortization of purchased intangibles $-- $-- $-- $0.4 $0.5 Restructuring and other $-- $-- $-- $3.2 $3.2 Non-recurring tax benefit $-- $(19.7) $-- $(7.0) $(26.7) Income tax effect $-- $-- $-- $(0.8) $(0.8) Pro Forma Net Income $7.5 $12.9 $22.6 $53.4 $96.5 (E) GAAP Earnings Per Share (diluted) $0.07 $0.29 $0.20 $0.48 $1.04 Amortization of purchased intangibles $-- $-- $-- $-- $-- Restructuring and other $-- $-- $-- $0.03 $0.03 Non-recurring tax benefit $-- $(0.18) $- $(0.06) $(0.23) Income tax effect $-- $-- $-- $-- $(0.01) Pro Forma Earnings Per Share (diluted) $0.07 $0.11 $0.20 $0.45 $0.83 (F) In the fourth quarter of fiscal 2004, Autodesk began to allocate its information systems and certain corporate activities from general and administrative to the business divisions they support.For purposes of comparisonwith the fourth quarter of fiscal 2004, operating expenses have been reclassified to reflect this allocation. (G) In the first quarter of fiscal 2004, Autodesk modified its segment disclosure.For purposes of comparison with fiscal 2004, the segment data has been revised to reflect the current segment reporting. SOURCE Autodesk, Inc. -0- 02/26/2004 /CONTACT: Investors, Sue Pirri, sue.pirri@autodesk.com, +1-415-507-6467, or Marlene Peterson, marlene.peterson@autodesk.com, +1-415-507-6732, or Media, Shannon Hart, shannon.hart@autodesk.com, +1-415-507-6241, or Nicole Pack, nicole.pack@autodesk.com, +1-415-507-6282, all of Autodesk, Inc./ /Web site: http://www.autodesk.com / (ADSK) CO: Autodesk, Inc. ST: California IN: CPR STW ITE SU: ERN CCA ERP