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                                  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

                Date of Report (Date of earliest event reported)

                                 AUGUST 18, 2005

                                   ----------

                                 AUTODESK, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                   000-14338                 94-2819853
 ----------------------------        ------------          -------------------
 (State or other jurisdiction        (Commission              (IRS Employer
      of incorporation)              File Number)          Identification No.)

                               111 McInnis Parkway
                          San Rafael, California 94903
          (Address of principal executive offices, including zip code)

                                 (415) 507-5000
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 18, 2005, Autodesk, Inc. issued a press release reporting its results for the three and six months ended July 31, 2005. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------------------------------------------------------------- 99.1 Press Release, dated as of August 18, 2005, entitled "Autodesk Reports Record Revenues of $373 Million; Raises Guidance for Fiscal 2006." 2

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 hereunto duly authorized. AUTODESK, INC. By:/s/ Andrew D. Miller ---------------------------------------- Andrew D. Miller Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer and Duly Authorized Officer) Date: August 18, 2005 3

EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------------------------------------------------------------- 99.1 Press Release, dated as of August 18, 2005, entitled "Autodesk Reports Record Revenues of $373 Million; Raises Guidance for Fiscal 2006." 4

                                                                    Exhibit 99.1

                AUTODESK REPORTS RECORD REVENUES OF $373 MILLION

                         RAISES GUIDANCE FOR FISCAL 2006

     SAN RAFAEL, Calif., Aug. 18 /PRNewswire-FirstCall/ -- Autodesk, Inc.
(Nasdaq: ADSK) today announced financial results for its second fiscal quarter
ended July 31, 2005. For the second quarter, Autodesk reported record net
revenues of $373 million, a 33 percent increase over $280 million reported in
the second quarter of the prior year.

     Second quarter net income was $75 million, or $0.30 per diluted share, on a
GAAP basis and $73 million, or $0.29 per diluted share on a non-GAAP basis.
Non-GAAP net income excludes a $2 million tax benefit which was the only
adjustment for non-GAAP purposes in the current quarter. Net income in the
second quarter of the prior year was $39 million, or $0.16 per diluted share, on
a GAAP basis, and $44 million, or $0.18 per diluted share on a non-GAAP basis.

     "Autodesk had a remarkable quarter, and we are once again raising guidance
for fiscal 2006," said Carol Bartz, Autodesk chairman and CEO. "We saw strong
demand across all divisions and all markets. Our customers need real
improvements in productivity and efficiency. Autodesk is meeting those needs."

     Autodesk's performance was driven by strong growth in revenues from new
seats, upgrades and subscriptions, increasing penetration of its vertical and 3D
products and continued improvement in profitability.

     Second quarter revenues from new seats increased 24 percent over the prior
year. Revenues from new commercial seats of AutoCAD increased 32 percent over
the prior year.

     The retirement of the AutoCAD 2002 based family of products contributed to
a 54 percent increase in upgrade revenues compared to the second quarter of
fiscal 2005. Subscription revenues, which are called maintenance in the
financial statements, increased 55 percent. Combined revenues from subscriptions
and upgrades continue to represent approximately one-third of total revenues.

     The company's vertical and 3D products continue to increase their market
penetration. Revenues from Autodesk Architectural Desktop and Autodesk Map 3D
increased 39 percent and 25 percent respectively over the second quarter of the
prior year. Combined revenues from AutoCAD Mechanical and AutoCAD Electrical
software increased 46 percent over last year. Revenues from new commercial seats
of Autodesk's 3D products -- Autodesk Inventor Series, Autodesk Inventor
Professional, Autodesk Revit Building, Autodesk AutoCAD Revit Series, and
Autodesk Civil 3D -- increased 93 percent over the prior year.

     During the quarter Autodesk continued to improve its profitability.
Operating margins increased to 24 percent on a GAAP and non-GAAP basis.
Operating margins in the second quarter of fiscal 2005 were 18 percent on a GAAP
basis and 19 percent on a non-GAAP basis.

     In response to feedback from customers, resellers and the sales force, the
company also announced a change to the timing of annual product retirements to
synchronize more closely with annual product releases in March. The change is
being implemented with the retirement of AutoCAD 2002 based products. The
previously announced retirement date has been extended from January 15 to March
15, 2006. In addition to improving customer satisfaction, the company believes
this change will increase the total number of customers who take advantage of
the opportunity to move to new releases.

"Autodesk has never been better positioned for the future," said Bartz. "Our refreshed product line provides the quick implementation, ease of use and fast return on investment that our customers demand. Our continued focus on improving our productivity and efficiency is yielding strong results. We feel confident about growing revenues in double digits again next year. Our business prospects have never been better." A reconciliation of the above non-GAAP operating margin, net income and EPS amounts to the corresponding GAAP amounts is provided at the end of this press release. 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. Third Quarter Fiscal 2006 Net revenues for the third quarter of fiscal 2006 are currently expected to be approximately flat with the second quarter. GAAP and non-GAAP earnings per diluted share are currently expected to be approximately flat with non- GAAP earnings per diluted share for the second quarter. Full Year Fiscal 2006 For fiscal year 2006, net revenues are currently expected to be in the range of $1.49 billion to $1.51 billion. GAAP earnings per diluted share are expected to be in the range of $1.20 to $1.25. All fiscal 2006 EPS guidance ranges are based on the company's 20 percent estimated tax rate. The company currently believes that its effective tax rate will revert back to a 24 percent effective tax rate in fiscal year 2007. Safe Harbor Statement This press release contains forward-looking statements that involve risks and uncertainties, including statements in the paragraphs under "Business Outlook" above, statements regarding our expected effective tax rate and other statements regarding our anticipated performance. Factors that could cause actual results to differ materially include the following: general market and business conditions, the timing and degree of expected investments in growth opportunities, the timing of product releases and retirements, failure to successfully integrate new or acquired businesses and technologies, failure to achieve sufficient sell-through in our channels for new or existing products, failure of key new applications to achieve anticipated levels of customer acceptance, pricing pressure, failure to achieve continued cost reductions and productivity increases, failure to achieve continued migration from 2D products to 3D products, unanticipated changes in tax rates and tax laws, failure to achieve continued success in technology advancements, changes in foreign currency exchange rates, the financial and business condition of our reseller and distribution channels, renegotiation or termination of royalty or intellectual property arrangements, interruptions or terminations in the business of the company's third party developers, failure to achieve continued migration from 2D products to 3D products, failure to grow lifecycle management or collaboration products, and unanticipated impact of accounting for technology acquisitions. 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, 2005 and Form 10-Q for the quarter ended April 30, 2005 which is on file with the Securities and Exchange Commission. Autodesk will host its second quarter earnings announcement today at 5:00 p.m. EDT. The live announcement may be accessed at 866-271-0675 or 617-213-8892 (passcode: 81224196). A replay of the call will be available at 4:00 p.m. PDT on our website at www.autodesk.com/investors or by dialing 888-286-8010 or 617-801-6888 and reference 24835985 as the pass code. An audio webcast will also be available beginning at 5:00 p.m. EDT at www.autodesk.com/investors. A replay of this webcast will be maintained on our website for at least twelve months.

About Autodesk Autodesk, Inc. is wholly focused on ensuring that great ideas are turned into reality. With six million users, Autodesk is the world's leading software and services company for the building, manufacturing, infrastructure, digital media, and wireless data services fields. Autodesk's solutions help customers create, manage, and share their data and digital assets more effectively. As a result, customers turn ideas into competitive advantage by becoming more productive, streamlining project efficiency, and maximizing profits. Founded in 1982, Autodesk is headquartered in San Rafael, California. For additional information about Autodesk, please visit www.autodesk.com. NOTE: Autodesk, AutoCAD, Autodesk Inventor, Autodesk Map, Civil 3D and Revit are either trademarks or 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. Investors: Sue Pirri, sue.pirri@autodesk.com, 415-507-6467 John Clancy, john.clancy@autodesk.com 415-507-6373 Press: Nicole Pack, nicole.pack@autodesk.com, 415-507-6282

Autodesk, Inc. Consolidated Statements of Income (In thousands, except per share data) Three Months Ended Six Months Ended July 31, July 31, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) Net revenues: License and other $ 309,365 $ 238,445 $ 605,743 $ 498,954 Maintenance 63,619 41,133 122,360 78,500 Total net revenues 372,984 279,578 728,103 577,454 Costs and expenses: Cost of license and other revenues 39,847 36,116 78,540 73,701 Cost of maintenance revenues 4,625 4,100 9,439 8,387 Marketing and sales 134,019 105,013 261,416 214,292 Research and development 72,995 58,342 138,847 116,223 General and administrative 32,604 22,946 60,345 50,019 Restructuring -- 3,717 -- 11,967 Total costs and expenses 284,090 230,234 548,587 474,589 Income from operations 88,894 49,344 179,516 102,865 Interest and other income, net 2,832 2,179 5,844 4,595 Income before income taxes 91,726 51,523 185,360 107,460 Provision for income taxes (16,428) (12,358) (33,984) (25,790) Net income $ 75,298 $ 39,165 $ 151,376 $ 81,670 Basic net income per share $ 0.33 $ 0.17 $ 0.66 $ 0.36 Diluted net income per share $ 0.30 $ 0.16 $ 0.61 $ 0.33 Shares used in computing basic net income per share 228,654 228,004 228,212 226,187 Shares used in computing diluted net income per share 250,310 250,607 249,261 246,737

Autodesk, Inc. Non-GAAP Consolidated Statements of Income (See non-GAAP adjustments listed in the tables below) (In thousands, except per share data) Three Months Ended Six Months Ended July 31, July 31, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) Net revenues: License and other $ 309,365 $ 238,445 $ 605,743 $ 498,954 Maintenance 63,619 41,133 122,360 78,500 Total net revenues 372,984 279,578 728,103 577,454 Costs and expenses: Cost of license and other revenues 39,847 36,116 78,540 73,701 Cost of maintenance revenues 4,625 4,100 9,439 8,387 Marketing and sales 134,019 105,013 261,416 214,292 Research and development 72,995 58,342 138,847 116,223 General and administrative 32,604 22,946 60,345 50,019 Total costs and expenses 284,090 226,517 548,587 462,622 Income from operations 88,894 53,061 179,516 114,832 Interest and other income, net 2,832 2,179 5,844 4,595 Income before income taxes 91,726 55,240 185,360 119,427 Provision for income taxes (18,345) (11,048) (37,072) (23,885) Non-GAAP net income $ 73,381 $ 44,192 $ 148,288 $ 95,542 Basic non-GAAP net income per share $ 0.32 $ 0.19 $ 0.65 $ 0.42 Diluted non-GAAP net income per share $ 0.29 $ 0.18 $ 0.59 $ 0.39 Shares used in computing basic non-GAAP net income per share 228,654 228,004 228,212 226,187 Shares used in computing diluted non-GAAP net income per share 250,310 250,607 249,261 246,737

Three Months Ended Six Months Ended July 31, July 31, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) A reconciliation between operating expenses on a GAAP basis and non-GAAP operating expenses is as follows: GAAP costs and expenses $ 284,090 $ 230,234 $ 548,587 $ 474,589 Restructuring -- (3,717) -- (11,967) Non-GAAP costs and expenses $ 284,090 $ 226,517 $ 548,587 $ 462,622 A reconciliation between income from operations on a GAAP basis and non-GAAP income from operations is as follows: GAAP income from operations $ 88,894 $ 49,344 $ 179,516 $ 102,865 Restructuring -- 3,717 -- 11,967 Non-GAAP income from operations $ 88,894 $ 53,061 $ 179,516 $ 114,832 A reconciliation between provision for income taxes on a GAAP basis and non-GAAP provision for income taxes is as follows: GAAP provision for income taxes $ (16,428) $ (12,358) $ (33,984) $ (25,790) Income tax effect on restructuring at the normalized rate -- (744) -- (2,394) Dividends received deduction benefit (1,917) 2,054 (1,917) 4,299 Non-recurring tax benefit -- -- (1,171) -- Non-GAAP provision for income taxes $ (18,345) $ (11,048) $ (37,072) $ (23,885) A reconciliation between net income on a GAAP basis and non-GAAP net income is as follows: GAAP net income $ 75,298 $ 39,165 $ 151,376 $ 81,670 Restructuring -- 3,717 -- 11,967 Income tax effect on restructuring at the normalized rate -- (744) -- (2,394) Dividends received deduction benefit (1,917) 2,054 (1,917) 4,299 Non-recurring tax benefit -- -- (1,171) -- Non-GAAP net income $ 73,381 $ 44,192 $ 148,288 $ 95,542 A reconciliation between diluted net income per share on a GAAP basis and diluted non-GAAP net income per share is as follows: GAAP diluted net income per share $ 0.301 $ 0.156 $ 0.607 $ 0.331 Restructuring $ -- $ 0.015 $ -- $ 0.049 Income tax effect on restructuring at the normalized rate $ -- $ (0.003) $ -- $ (0.010) Dividends received deduction benefit $ (0.008) $ 0.008 $ (0.008) $ 0.017 Non-recurring tax benefit $ -- $ -- $ (0.005) $ -- Non-GAAP diluted net income per share $ 0.293 $ 0.176 $ 0.594 $ 0.387 To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses non-GAAP 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 non-GAAP 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 non-GAAP 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. Condensed Consolidated Balance Sheets (In thousands) July 31, January 31, 2005 2005 -------------- -------------- (Unaudited) (Audited) ASSETS: Current assets: Cash and cash equivalents $ 478,663 $ 517,654 Marketable securities 42,807 15,038 Accounts receivable, net 202,415 196,827 Inventories 14,301 12,545 Deferred income taxes 43,264 14,250 Prepaid expenses and other current assets 24,560 25,483 Total current assets 806,010 781,797 Computer equipment, software, furniture and leasehold improvements, net 61,076 69,566 Purchased technologies and capitalized software, net 16,175 9,319 Goodwill 188,761 166,628 Deferred income taxes, net 92,993 105,061 Other assets 16,877 9,833 $ 1,181,892 $ 1,142,204 LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable $ 62,658 $ 46,234 Accrued compensation 89,146 140,622 Accrued income taxes 22,813 41,549 Deferred revenues 206,323 178,701 Other accrued liabilities 54,165 61,234 Total current liabilities 435,105 468,340 Deferred revenues 25,217 15,528 Other liabilities 9,290 10,258 Stockholders' equity: Preferred stock -- -- Common stock and additional paid-in capital 689,937 625,225 Accumulated other comprehensive loss (8,487) (2,843) Deferred compensation (440) (269) Retained earnings 31,270 25,965 Total stockholders' equity 712,280 648,078 $ 1,181,892 $ 1,142,204

Autodesk, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) Six Months Ended July 31, -------------------------------- 2005 2004 -------------- -------------- (Unaudited) Operating Activities Net income $ 151,376 $ 81,670 Adjustments to reconcile net income to net cash provided by operating activities: Charge for acquired in-process research & development 1,200 -- Depreciation and amortization 24,288 25,372 Stock compensation expense 259 377 Net loss on fixed asset disposals 27 282 Tax benefits from employee stock plans 50,787 24,414 Restructuring related charges, net -- 5,648 Changes in operating assets and liabilities (51,639) 884 Net cash provided by operating activities 176,298 138,647 Investing Activities Net (purchases) sales and maturities of available-for-sale marketable securities (27,767) 20,165 Capital and other expenditures (9,941) (15,775) Business combinations, net of cash acquired (43,265) (11,750) Other investing activities 45 (1,490) Net cash used in investing activities (80,928) (8,850) Financing activities Proceeds from issuance of common stock, net of issuance costs 72,865 160,879 Repurchases of common stock (202,035) (216,410) Dividends paid (3,406) (6,741) Net cash used in financing activities (132,576) (62,272) Effect of exchange rate changes on cash and cash equivalents (1,785) (3,803) Net (decrease) increase in cash and cash equivalents (38,991) 63,722 Cash and cash equivalents at beginning of year 517,654 282,249 Cash and cash equivalents at end of period $ 478,663 $ 345,971 Supplemental cash flow information: Net cash paid during the period for income taxes $ 18,289 $ 7,365 Supplemental non-cash investing activity: Accounts receivable and other receivable reductions as partial consideration in business combinations $ 2,371 $ --

Fiscal Year 2006 QTR 1 QTR 2 QTR 3 QTR 4 YTD2006 - ------------------------------ -------------- -------------- -------------- -------------- -------------- Financial Statistics (in millions): Total net revenues $ 355.1 $ 373.0 $ 728.1 License and other revenues $ 296.4 $ 309.4 $ 605.7 Maintenance revenues $ 58.7 $ 63.6 $ 122.4 Gross Margin 88% 88% 88% GAAP Operating Expenses $ 221.0 $ 239.6 $ 460.6 GAAP Operating Margin 26% 24% 25% GAAP Net Income $ 76.1 $ 75.3 $ 151.4 GAAP Net Income Per Share (diluted) $ 0.31 $ 0.30 $ 0.61 Non-GAAP Operating Expenses (1) (2) $ 221.0 $ 239.6 $ 460.6 Non-GAAP Operating Margin (1) (3) 26% 24% 25% Non-GAAP Net Income (1) (4) $ 74.9 $ 73.4 $ 148.3 Non-GAAP Net Income Per Share (diluted) (1) (5) $ 0.30 $ 0.29 $ 0.59 Total Cash and Marketable Securities $ 537.8 $ 521.5 $ 521.5 Days Sales Outstanding 48 49 49 Capital Expenditures $ 5.5 $ 4.4 $ 9.9 Cash from Operations $ 63.3 $ 113.0 $ 176.3 GAAP Depreciation and Amortization $ 12.6 $ 11.7 $ 24.3 Revenue by Geography (in millions): Americas $ 130.5 $ 141.3 $ 271.9 Europe $ 134.1 $ 140.6 $ 274.7 Asia/Pacific $ 90.5 $ 91.1 $ 181.5 Revenue by Division (in millions): Design Solutions Segment $ 313.2 $ 325.8 $ 639.0 Manufacturing Solutions Division $ 59.1 $ 60.2 $ 119.2 Infrastructure Solutions Division $ 39.3 $ 42.4 $ 81.7 Building Solutions Division $ 37.1 $ 43.0 $ 80.2 Platform Technology Division and other $ 177.7 $ 180.2 $ 357.9 Media and Entertainment Segment $ 41.2 $ 45.1 $ 86.4 Upgrade Revenue (in millions): Upgrade Revenue $ 64.6 $ 71.0 $ 135.6 Deferred Maintenance Revenue (in millions): Deferred Maintenance Revenue Balance $ 166.1 $ 179.2 $ 179.2 Operating Income (Loss) by Segment (in millions): Design Solutions $ 151.5 $ 155.0 $ 306.5 Media and Entertainment $ 8.4 $ 9.5 $ 17.9 Unallocated amounts $ (69.3) $ (75.6) $ (144.9) Common Stock Statistics: Stock Outstanding 228,612,000 228,412,000 228,412,000 Fully Diluted Shares Outstanding 249,272,000 250,310,000 249,261,000 Stock Repurchased 2,497,700 3,503,896 6,001,596 Installed Base Statistics: Total AutoCAD-based Installed Base 3,700,800 3,747,000 3,747,000 Total Inventor Installed Base 445,800 470,800 470,800 (1) To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses non-GAAP 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 non-GAAP 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 non-GAAP 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. (2) GAAP Operating Expenses $ 221.0 $ 239.6 $ -- $ -- $ 460.6 Non-GAAP Adjustment $ -- $ -- $ -- $ -- $ -- Non-GAAP Operating Expenses $ 221.0 $ 239.6 $ -- $ -- $ 460.6 (3) GAAP Operating Margin 26% 24% -- -- 25% Non-GAAP Adjustment 0% 0% -- -- 0% Non-GAAP Operating Margin 26% 24% -- -- 25% (4) GAAP Net Income $ 76.1 $ 75.3 $ -- $ -- $ 151.4 Non-recurring tax benefit $ (1.2) $ (1.9) $ -- $ -- $ (3.1) Non-GAAP Net Income $ 74.9 $ 73.4 $ -- $ -- $ 148.3 (5) GAAP Net Income Per Share (diluted) $ 0.305 $ 0.301 $ -- $ -- $ 0.607 Non-recurring tax benefit $ (0.005) $ (0.008) $ -- $ -- $ (0.013) Non-GAAP Net Income Per Share (diluted) $ 0.300 $ 0.293 $ -- $ -- $ 0.594

Fiscal Year 2005 QTR 1 QTR 2 QTR 3 QTR 4 YTD2005 - ------------------------------ -------------- -------------- -------------- -------------- -------------- Financial Statistics (in millions): Total net revenues $ 297.9 $ 279.6 $ 300.2 $ 356.2 $ 1,233.8 License and other revenues $ 260.5 $ 238.5 $ 254.5 $ 303.7 $ 1,057.1 Maintenance revenues $ 37.4 $ 41.1 $ 45.7 $ 52.5 $ 176.7 Gross Margin 86% 86% 86% 88% 86% GAAP Operating Expenses $ 202.5 $ 190.0 $ 202.9 $ 234.0 $ 829.5 GAAP Operating Margin 18% 18% 18% 22% 19% GAAP Net Income $ 42.5 $ 39.2 $ 74.1 $ 65.8 $ 221.5 GAAP Net Income Per Share (diluted) (6) $ 0.18 $ 0.16 $ 0.30 $ 0.26 $ 0.90 Non-GAAP Operating Expenses (1) (2) $ 194.2 $ 186.3 $ 200.0 $ 222.2 $ 802.7 Non-GAAP Operating Margin (1) (3) 21% 19% 19% 25% 21% Non-GAAP Net Income (1) (4) $ 51.3 $ 44.2 $ 47.7 $ 75.2 $ 218.4 Non-GAAP Net Income Per Share (diluted) (1) (5) (6) $ 0.22 $ 0.18 $ 0.19 $ 0.30 $ 0.88 Total Cash and Marketable Securities $ 519.4 $ 571.7 $ 518.0 $ 532.7 $ 532.7 Days Sales Outstanding 43 51 50 50 50 Capital Expenditures $ 5.9 $ 9.9 $ 13.5 $ 11.5 $ 40.8 Cash from Operations $ 55.2 $ 83.5 $ 90.8 $ 143.7 $ 373.1 GAAP Depreciation and Amortization $ 12.5 $ 12.9 $ 13.2 $ 13.4 $ 52.0 Revenue by Geography (in millions): Americas $ 121.5 $ 115.1 $ 137.0 $ 137.3 $ 510.9 Europe $ 108.8 $ 98.9 $ 95.8 $ 140.2 $ 443.7 Asia/Pacific $ 67.6 $ 65.6 $ 67.4 $ 78.7 $ 279.2 Revenue by Division (in millions): Design Solutions Segment $ 260.2 $ 242.4 $ 256.4 $ 312.3 $ 1,071.3 Manufacturing Solutions Division $ 44.8 $ 44.2 $ 50.4 $ 60.3 $ 199.7 Infrastructure Solutions Division $ 35.5 $ 33.6 $ 35.8 $ 42.9 $ 147.8 Building Solutions Division $ 27.2 $ 28.8 $ 29.1 $ 39.2 $ 124.3 Platform Technology Division and other $ 152.7 $ 135.8 $ 141.1 $ 169.9 $ 599.5 Media and Entertainment Segment $ 37.6 $ 36.7 $ 43.1 $ 42.6 $ 160.0 Upgrade Revenue (in millions): Upgrade Revenue $ 66.7 $ 46.1 $ 57.1 $ 92.9 $ 262.8 Deferred Maintenance Revenue (in millions): Deferred Maintenance Revenue Balance $ 96.7 $ 107.1 $ 113.0 $ 140.8 $ 140.8 Operating Income (Loss) by Segment (in millions): Design Solutions $ 123.0 $ 105.5 $ 114.9 $ 147.6 $ 491.0 Media and Entertainment $ 3.4 $ 6.7 $ 7.0 $ 10.8 $ 27.9 Unallocated amounts $ (72.9) $ (62.8) $ (68.1) $ (80.2) $ (284.0) Common Stock Statistics (6): Stock Outstanding 226,048,000 229,031,000 228,101,000 227,611,000 227,611,000 Fully Diluted Shares Outstanding 238,565,000 250,607,000 248,045,000 252,674,000 246,977,000 Stock Repurchased 10,365,200 3,319,600 8,032,200 4,199,800 25,916,800 Installed Base Statistics: AutoCAD Total AutoCAD- based Installed Base* 3,469,400 3,514,600 3,571,800 3,618,000 3,618,000 Stand- alone AutoCAD 2,490,000 AutoCAD Mechanical 149,400 AutoCAD Map 203,700 Architectural Desktop 383,900 Land Desktop 109,900 * Includes prior period adjustment of approximately 28,000 seats AutoCAD LT Installed Base 2,677,900 Total Inventor Installed Base 306,600 349,500 388,800 422,900 422,900

(1) To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses non-GAAP 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 non-GAAP 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 non-GAAP 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. (2) GAAP Operating Expenses $ 202.5 $ 190.0 $ 202.9 $ 234.0 $ 829.5 Restruct- uring $ (8.3) $ (3.7) $ (2.9) $ (11.8) $ (26.7) Non-GAAP Operating Expenses $ 194.2 $ 186.3 $ 200.0 $ 222.2 $ 802.7 (3) GAAP Operating Margin 18% 18% 18% 22% 19% Restructuring 3% 1% 1% 3% 2% Non-GAAP Operating Margin 21% 19% 19% 25% 21% (4) GAAP Net Income $ 42.505 $ 39.165 $ 74.070 $ 65.768 $ 221.508 Restruct- uring $ 8.250 $ 3.717 $ 2.922 $ 11.811 $ 26.700 Income tax effect on restruct- uring (7) $ (1.650) $ (0.744) $ (0.584) $ (2.363) $ (5.341) Dividends Received Deduction benefit for current fiscal year (7) $ 2.244 $ 2.054 $ (4.298) $ -- $ -- Dividends Received Deduction benefit for prior fiscal years (7) $ -- $ -- $ (15.540) $ -- $ (15.540) Non- recurring tax benefit $ -- $ -- $ (8.905) $ -- $ (8.905) Non-GAAP Net Income $ 51.349 $ 44.192 $ 47.665 $ 75.216 $ 218.422 (5) GAAP Net Income Per Share (diluted) (6) $ 0.178 $ 0.156 $ 0.299 $ 0.260 $ 0.897 Restruct- uring $ 0.035 $ 0.015 $ 0.012 $ 0.047 $ 0.108 Income tax effect on restruct- uring (7) $ (0.007) $ (0.003) $ (0.002) $ (0.009) $ (0.022) Dividends Received Deduction benefit for current fiscal year (7) $ 0.009 $ 0.008 $ (0.017) $ -- $ -- Dividends Received Deduction benefit for prior fiscal years (7) $ -- $ -- $ (0.064) $ -- $ (0.063) Non- recurring tax benefit $ -- $ -- $ (0.036) $ -- $ (0.036) Non- GAAP Net Income Per Share (diluted) (6) $ 0.215 $ 0.176 $ 0.192 $ 0.298 $ 0.884 (6) On November 16, 2004 the Board of Directors authorized a two-for-one stock split in the form of a stock dividend to stockholders of record as of December 6, 2004. Historical common stock statistics and per share amounts have been restated to reflect the effect of the stock split. (7) In the third quarter of fiscal 2005, Autodesk determined that its consolidated fiscal year effective income tax rate declined from 24% to 20%. For purposes of comparison, we have assumed the new estimated effective income tax rate of 20% in calculating our non-GAAP net income and non-GAAP earnings per share for each individual quarter of fiscal 2005.