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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)

                                FEBRUARY 28, 2006

                                   ----------

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

            Delaware                   000-14338               94-2819853
 ------------------------------       ------------         -------------------
        (State or other               (Commission             (IRS Employer
 jurisdiction 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 February 28, 2006, Autodesk, Inc. issued a press release reporting its results for the three months and fiscal year ended January 31, 2006. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------------------------------------------------------------- 99.1 Press Release dated as of February 28, 2006, entitled "Autodesk Reports Record Fourth Quarter Revenues of $417 Million; Raises Revenue and Earnings Guidance for Fiscal 2007." 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: February 28, 2006 3

EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------------------------------------------------------------- 99.1 Press Release dated as of February 28, 2006, entitled "Autodesk Reports Record Fourth Quarter Revenues of $417 Million; Raises Revenue and Earnings Guidance for Fiscal 2007." 4

                                                                    EXHIBIT 99.1

         AUTODESK REPORTS RECORD FOURTH QUARTER REVENUES OF $417 MILLION

              RAISES REVENUE AND EARNINGS GUIDANCE FOR FISCAL 2007

    SAN RAFAEL, Calif., Feb. 28 /PRNewswire-FirstCall/ -- Autodesk, Inc.
(Nasdaq: ADSK) today announced financial results for its fourth fiscal quarter
ended January 31, 2006.  For the fourth quarter, Autodesk reported record net
revenues of $417 million, a 17 percent increase over $356 million reported in
the fourth quarter of the prior year.  On a constant currency basis, revenues
increased 23 percent.

    Fourth quarter net income was $83 million, or $0.33 per diluted share on a
GAAP basis and $91 million, or $0.37 per diluted share on a non-GAAP basis.
Fourth quarter non-GAAP net income excludes $8 million in-process R&D expenses
related to the acquisition of Alias and $1 million amortization of purchased
intangibles. Net income in the fourth quarter of the prior year was $66 million,
or $0.26 per diluted share on a GAAP basis, and $75 million, or $0.30 per
diluted share on a non-GAAP basis.

    "Autodesk had an excellent finish to another outstanding year," said Carol
Bartz, Autodesk chairman and CEO. "Customer demand for our products continues to
be very strong. Through solid execution we significantly increased revenues and
profitability for the third year in a row."

    Autodesk's performance was driven by strong growth in new seats and
subscriptions, increasing penetration of its vertical and 3D products and
continued strong profitability. In addition, during the quarter the company
completed the acquisition of Alias for $197 million.

    Unlike trends at many major software companies, revenues from new seats and
emerging businesses continued to be strong, representing approximately
two-thirds of total revenues in the fourth quarter. Revenues from new commercial
seats increased 16 percent over the fourth quarter of the prior year and 23
percent on a constant currency basis.

    Subscription revenues, which are called maintenance in the financial
statements, increased 53 percent over the fourth quarter of last year and
exceeded upgrade revenue for the quarter and the full year. Combined revenues
from subscription and upgrades continue to represent approximately one-third of
total revenues. Consistent with the growth in subscriptions and the company's
movement of the retirement of the AutoCAD 2002-based family of products to March
2006, upgrade revenues decreased compared to the fourth quarter of the prior
year.

    The company's vertical and 3D products continue to increase their market
penetration. In the fourth quarter of fiscal 2006, combined revenues from new
commercial seats of the company's 3D products increased 73 percent over the
prior year.

    During the quarter, Autodesk continued to show strong profitability.
Operating margins increased to 23 percent on a GAAP basis compared to 22 percent
in the prior year. Non-GAAP operating margins were flat compared to the prior
year at 25 percent. The acquisition of Alias decreased fourth quarter non-GAAP
operating margins by 1 percentage point.

    "We are very confident about our future and are raising our guidance," said
Bartz. "In March, we will retire the AutoCAD 2002-based family of products.
Immediately after, we will launch our new product portfolio with significant new
releases of all of our major products and then begin the retirement of the
AutoCAD 2004-based family of products. Our 3D products are showing dramatic
growth and we continue to improve our productivity and profitability. I have
never been more optimistic about Autodesk's opportunities."

Fiscal 2006 Review Fiscal 2006 revenues increased 23 percent over last year to $1.523 billion. GAAP net income for fiscal 2006 was $329 million compared to $222 million in fiscal 2005, an increase of 48 percent. Fiscal 2006 GAAP earnings per diluted share were $1.33 compared to $0.90 in fiscal 2005, an increase of 48 percent. Fiscal 2006 GAAP net income includes net tax benefits totaling $19 million, pre-tax in-process R&D expenses of $8 million and $1 million of pre-tax amortization of purchased intangibles, both related to the Alias acquisition. Fiscal 2005 GAAP net income included tax benefits totaling $24 million and $27 million in pre-tax restructuring charges. Excluding these items, non-GAAP net income for fiscal 2006 was $316 million and $218 million in the prior year. Non-GAAP earnings per diluted share were $1.28 in fiscal 2006 and $0.88 in fiscal 2005. Once again, full year GAAP net income was higher than non-GAAP. 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. Full Year Fiscal 2007 For fiscal year 2007, net revenues are expected to increase in the range of 18 to 20 percent compared to fiscal 2006. On a constant currency basis, fiscal 2007 net revenue growth rate guidance would have been approximately 3 percentage points higher or 21 to 23 percent. The acquisitions of Alias and Constructware account for approximately 6 percentage points of the fiscal 2007 revenue growth. GAAP earnings per diluted share are expected to be between $1.12 and $1.17. Non-GAAP earnings per diluted share are expected to be between $1.45 and $1.50. Non-GAAP earnings per diluted share exclude $0.05 for the amortization of acquisition related intangibles and $0.28 related to stock based compensation expenses as required by SFAS No. 123R, which becomes effective to Autodesk commencing in the first quarter of fiscal 2007. First Quarter Fiscal 2007 Net revenues for the first quarter of fiscal 2007 are expected to be between $425 and $435 million. GAAP earnings per diluted share are expected to be between $0.22 and $0.24. Non-GAAP earnings per diluted share are expected to be between $0.30 and $0.32 and exclude $0.07 related to stock based compensation expenses, and $0.01 for the amortization of acquisition related intangibles. Second Quarter Fiscal 2007 Net revenues for the second quarter of fiscal 2007 are expected to be between $440 and $450 million. GAAP earnings per diluted share are expected to be between $0.26 and $0.28. Non-GAAP earnings per diluted share are expected to be between $0.34 and $0.36 and exclude $0.07 related to stock based compensation expenses, and $0.01 for the amortization of acquisition related intangibles. As previously indicated, Autodesk currently believes that its effective tax rate will increase to 23 percent in fiscal year 2007. A reconciliation of the above non-GAAP measures to the corresponding GAAP 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, statements regarding our expected effective tax rate, our new product portfolio 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, changes in the timing of product releases and retirements, difficulties encountered in integrating the Alias business or in achieving expected earnings accretion, 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, mix of geographic earnings, unexpected outcomes of matters relating to litigation, failure to achieve continued success in technology advancements, continued fluctuation 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 consultants or third party developers, 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 October 31, 2005, which are each on file with the Securities and Exchange Commission. Autodesk will host its fourth quarter earnings announcement today at 5:00 p.m. EST. The live announcement may be accessed at 866-831-6234 or 617-213-8854 (passcode: 60400110). A replay of the call will be available at 4:00pm PST on our website at www.autodesk.com/investors or by dialing 888-286-8010 or 617-801-6888 (passcode: 95234203). An audio webcast and podcast will also be available beginning at 5:00 p.m. EST at www.autodesk.com/investors. This replay 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 seven 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. Investors: Sue Pirri, sue.pirri@autodesk.com, 415-507-6467 John Clancy, john.clancy@autodesk.com 415-507-6373 Press: Caroline Kawashima, caroline.kawashima@autodesk.com, 415-547-2498 Nicole Pack, nicole.pack@autodesk.com, 415-507-6282

Autodesk, Inc. Reconciliation of Diluted Net Income Per Share on a GAAP basis to Diluted Net Income Per Share on a Non-GAAP Basis Fiscal Year Ended January 31, 2007 Unaudited Three Months Three Months Fiscal Year Ended Ended Ended April 30, 2006 July 31, 2006 January 31, 2007 ------------------- ------------------- ------------------- Low High Low High Low High end end end end end end of range of range of range of range of range of range -------- -------- -------- -------- -------- -------- Diluted net income per share on a GAAP basis $ 0.22 $ 0.24 $ 0.26 $ 0.28 $ 1.12 $ 1.17 Stock based compensation expense in accordance with SFAS No. 123R 0.07 0.07 0.07 0.07 0.28 0.28 Amortization of acquisition- related intangibles 0.01 0.01 0.01 0.01 0.05 0.05 Diluted net income per share on a non-GAAP basis $ 0.30 $ 0.32 $ 0.34 $ 0.36 $ 1.45 $ 1.50

Autodesk, Inc. Consolidated Statements of Income (In millions, except per share data) Three Months Ended Year Ended January 31, January 31, ------------------------- ------------------------- 2006 2005 2006 2005 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) (Audited) Net revenues: License and other $ 336.5 $ 303.7 $ 1,246.7 $ 1,057.1 Maintenance 80.3 52.5 276.5 176.7 Total net revenues 416.8 356.2 1,523.2 1,233.8 Costs and expenses: Cost of license and other revenues 38.5 39.6 157.8 152.5 Cost of maintenance revenues 2.0 4.4 13.1 17.0 Marketing and sales 156.0 134.4 553.8 461.9 Research and development 88.7 63.2 301.6 239.4 General and administrative 34.3 24.6 127.1 101.4 Restructuring -- 11.8 -- 26.7 Total costs and expenses 319.5 278.0 1,153.4 998.9 Income from operations 97.3 78.2 369.8 234.9 Interest and other income, net 4.1 4.0 13.2 11.4 Income before income taxes 101.4 82.2 383.0 246.3 Provision for income taxes (18.4) (16.4) (54.1) (24.8) Net income $ 83.0 $ 65.8 $ 328.9 $ 221.5 Basic net income per share $ 0.36 $ 0.29 $ 1.44 $ 0.98 Diluted net income per share $ 0.33 $ 0.26 $ 1.33 $ 0.90 Shares used in computing basic net income per share 229.7 227.8 229.0 227.0 Shares used in computing diluted net income per share 248.9 252.7 247.5 247.0

Autodesk, Inc. Non-GAAP Consolidated Statements of Income (See non-GAAP adjustments listed in the tables below) (In millions, except per share data) Three Months Ended Year Ended January 31, January 31, ------------------------- ------------------------- 2006 2005 2006 2005 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) Net revenues: License and other $ 336.5 $ 303.7 $ 1,246.7 $ 1,057.1 Maintenance 80.3 52.5 276.5 176.7 Total net revenues 416.8 356.2 1,523.2 1,233.8 Costs and expenses: Cost of license and other revenues 38.2 39.6 157.5 152.5 Cost of maintenance revenues 2.0 4.4 13.1 17.0 Marketing and sales 156.0 134.4 553.8 461.9 Research and development 80.8 63.2 293.7 239.4 General and administrative 33.9 24.6 126.7 101.4 Total costs and expenses 310.9 266.2 1,144.8 972.2 Income from operations 105.9 90.0 378.4 261.6 Interest and other income, net 4.1 4.0 13.2 11.4 Income before income taxes 110.0 94.0 391.6 273.0 Provision for income taxes (18.8) (18.8) (75.2) (54.6) Non-GAAP net income $ 91.2 $ 75.2 $ 316.4 $ 218.4 Basic non-GAAP net income per share $ 0.40 $ 0.33 $ 1.38 $ 0.96 Diluted non-GAAP net income per share $ 0.37 $ 0.30 $ 1.28 $ 0.88 Shares used in computing basic non-GAAP net income per share 229.7 227.8 229.0 227.0 Shares used in computing diluted non-GAAP net income per share 248.9 252.7 247.5 247.0

Three Months Ended Year Ended January 31, January 31, ----------------------- ----------------------- 2006 2005 2006 2005 ---------- ---------- ---------- ---------- (Unaudited) (Unaudited) A reconciliation between costs of license revenues on a GAAP basis and non-GAAP costs of license revenues is as follows: GAAP cost of license revenues $ 38.5 $ 39.6 $ 157.8 $ 152.5 Amortization of developed technology (Alias) (0.3) -- (0.3) -- Non-GAAP cost of license revenues $ 38.2 $ 39.6 $ 157.5 $ 152.5 A reconciliation between research and development on a GAAP basis and non-GAAP research and development is as follows: GAAP research and development $ 88.7 $ 63.2 $ 301.6 $ 239.4 In-process research and development (Alias) (7.9) -- (7.9) -- Non-GAAP research and development $ 80.8 $ 63.2 $ 293.7 $ 239.4 A reconciliation between general and administrative on a GAAP basis and non-GAAP general and administrative is as follows: GAAP general and administrative $ 34.3 $ 24.6 $ 127.1 $ 101.4 Amortization of customer relationships, trademarks and deferred compensation (Alias) (0.4) -- (0.4) -- Non-GAAP general and administrative $ 33.9 $ 24.6 $ 126.7 $ 101.4 A reconciliation between costs and expenses on a GAAP basis and non-GAAP costs and expenses is as follows: GAAP costs and expenses $ 319.5 $ 278.0 $ 1,153.4 $ 998.9 Amortization of developed technology (Alias) (0.3) -- (0.3) -- In-process research and development (Alias) (7.9) -- (7.9) -- Amortization of customer relationships, trademarks and deferred compensation (Alias) (0.4) -- (0.4) -- Restructuring -- (11.8) -- (26.7) Non-GAAP costs and expenses $ 310.9 $ 266.2 $ 1,144.8 $ 972.2 A reconciliation between income from operations on a GAAP basis and non-GAAP income from operations is as follows: GAAP income from operations $ 97.3 $ 78.2 $ 369.8 $ 234.9 Amortization of developed technology (Alias) 0.3 -- 0.3 -- In-process research and development (Alias) 7.9 -- 7.9 -- Amortization of customer relationships, trademarks and deferred compensation (Alias) 0.4 -- 0.4 -- Restructuring -- 11.8 -- 26.7 Non-GAAP income from operations $ 105.9 $ 90.0 $ 378.4 $ 261.6 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 $ (18.4) $ (16.4) $ (54.1) $ (24.8) Income tax effect on difference between GAAP and non-GAAP total costs and expenses at the normalized rate (1.7) (2.4) (1.7) (5.3) Dividends received deduction benefit for prior fiscal years -- -- (12.5) (15.6) Non-recurring tax benefits 1.3 -- (6.9) (8.9) Non-GAAP provision for income taxes $ (18.8) $ (18.8) $ (75.2) $ (54.6) A reconciliation between net income on a GAAP basis and non-GAAP net income is as follows: GAAP net income $ 83.0 $ 65.8 $ 328.9 $ 221.5 Amortization of developed technology (Alias) 0.3 -- 0.3 -- In-process research and development (Alias) 7.9 -- 7.9 -- Amortization of customer relationships, trademarks and deferred compensation (Alias) 0.4 -- 0.4 -- Restructuring -- 11.8 -- 26.7 Income tax effect on difference between GAAP and non-GAAP total costs and expenses at the normalized rate (1.7) (2.4) (1.7) (5.3) Dividends received deduction benefit for prior fiscal years -- -- (12.5) (15.6) Non-recurring tax benefits 1.3 -- (6.9) (8.9) Non-GAAP net income $ 91.2 $ 75.2 $ 316.4 $ 218.4 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 $ 0.33 $ 0.26 $ 1.33 $ 0.90 Amortization of developed technology (Alias) 0.00 -- 0.00 -- In-process research and development (Alias) 0.04 -- 0.04 -- Amortization of customer relationships, trademarks and deferred compensation (Alias) 0.00 -- 0.00 -- Restructuring -- 0.05 -- 0.11 Income tax effect on difference between GAAP and non-GAAP total costs and expenses at the normalized rate (0.01) (0.01) (0.01) (0.02) Dividends received deduction benefit for prior fiscal years -- -- (0.05) (0.07) Non-recurring tax benefits 0.01 -- (0.03) (0.04) Non-GAAP diluted net income per share $ 0.37 $ 0.30 $ 1.28 $ 0.88 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 millions) January 31, January 31, 2006 2005 ------------ ------------ (Unaudited) (Audited) ASSETS: Current assets: Cash and cash equivalents $ 287.2 $ 517.7 Marketable securities 90.3 15.0 Accounts receivable, net 261.4 196.8 Inventories 14.2 12.5 Deferred income taxes 64.4 14.3 Prepaid expenses and other current assets 29.3 25.5 Total current assets 746.8 781.8 Computer equipment, software, furniture and leasehold improvements, net 61.4 69.6 Purchased technologies and capitalized software, net 49.8 9.3 Goodwill 318.2 166.6 Deferred income taxes, net 129.2 105.1 Other assets 55.4 9.8 $ 1,360.8 $ 1,142.2 LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable $ 56.4 $ 46.2 Accrued compensation 121.3 140.6 Accrued income taxes 10.8 41.6 Deferred revenues 249.8 178.7 Other accrued liabilities 68.6 61.2 Total current liabilities 506.9 468.3 Deferred revenues 35.8 15.5 Other liabilities 26.8 10.3 Stockholders' equity: Preferred stock -- -- Common stock and additional paid-in capital 773.7 625.2 Accumulated other comprehensive loss (7.4) (2.8) Deferred compensation (6.1) (0.3) Retained earnings 31.1 26.0 Total stockholders' equity 791.3 648.1 $ 1,360.8 $ 1,142.2

Autodesk, Inc. Condensed Consolidated Statements of Cash Flows (In millions) January 31, January 31, 2006 2005 ------------ ------------ (Unaudited) (Audited) Operating Activities Net income $ 328.9 $ 221.5 Adjustments to reconcile net income to net cash provided by operating activities: Charge for acquired in-process research & development 9.1 -- Depreciation and amortization 43.7 51.9 Stock compensation expense 0.6 3.9 Net loss on fixed asset disposals 0.1 0.6 Tax benefits from employee stock plans 124.0 116.9 Restructuring related charges, net -- 9.2 Changes in operating assets and liabilities (91.2) (30.9) Net cash provided by operating activities 415.2 373.1 Investing Activities Net (purchases) sales and maturities of available-for-sale marketable securities (67.3) 233.7 Purchases of restricted financial instruments (8.1) (3.0) Capital and other expenditures (20.5) (40.8) Business combinations, net of cash acquired (242.1) (11.8) Other investing activities -- (2.4) Net cash (used in) provided by investing activities (338.0) 175.7 Financing activities Proceeds from issuance of common stock, net of issuance costs 144.6 242.2 Repurchases of common stock (446.8) (546.4) Dividends paid (3.4) (13.5) Net cash used in financing activities (305.6) (317.7) Effect of exchange rate changes on cash and cash equivalents (2.1) 4.4 Net (decrease) increase in cash and cash equivalents (230.5) 235.5 Cash and cash equivalents at beginning of year 517.7 282.2 Cash and cash equivalents at end of year $ 287.2 $ 517.7 Supplemental cash flow information: Net cash paid during the period for income taxes $ 44.2 $ 16.5 Supplemental non-cash investing activity: Accounts receivable and other receivable reductions as partial consideration in business combinations $ 2.4 $ --

Fiscal Year 2006 QTR 1 QTR 2 QTR 3 QTR 4 YTD2006 - ------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- Financial Statistics (in millions): Total net revenues $ 355.1 $ 373.0 $ 378.3 $ 416.8 $ 1,523.2 License and other revenues $ 296.4 $ 309.4 $ 304.4 $ 336.5 $ 1,246.7 Maintenance revenues $ 58.7 $ 63.6 $ 73.9 $ 80.3 $ 276.5 Gross Margin - GAAP and Non-GAAP 88% 88% 89% 90% 89% GAAP Operating Expenses $ 221.0 $ 239.6 $ 242.8 $ 279.0 $ 982.5 GAAP Operating Margin 26% 24% 25% 23% 24% GAAP Net Income $ 76.1 $ 75.3 $ 94.5 $ 83.0 $ 328.9 GAAP Net Income Per Share (diluted) $ 0.31 $ 0.30 $ 0.38 $ 0.33 $ 1.33 Non-GAAP Operating Expenses (1)(2) $ 221.0 $ 239.6 $ 242.8 $ 270.7 $ 974.2 Non-GAAP Operating Margin (1)(3) 26% 24% 25% 25% 25% Non-GAAP Net Income (1)(4) $ 74.9 $ 73.4 $ 77.0 $ 91.2 $ 316.4 Non-GAAP Net Income Per Share (diluted) (1)(5) $ 0.30 $ 0.29 $ 0.31 $ 0.37 $ 1.28 Total Cash and Marketable Securities $ 537.8 $ 521.5 $ 547.9 $ 377.5 $ 377.5 Days Sales Outstanding 48 49 48 56 56 Capital Expenditures $ 5.5 $ 4.4 $ 5.4 $ 5.2 $ 20.5 Cash from Operations $ 63.3 $ 113.0 $ 124.9 $ 114.0 $ 415.2 GAAP Depreciation and Amortization $ 12.6 $ 11.7 $ 9.5 $ 9.9 $ 43.7 Revenue by Geography (in millions): Americas $ 130.5 $ 141.3 $ 160.3 $ 177.1 $ 609.2 Europe $ 134.1 $ 140.6 $ 133.4 $ 150.1 $ 558.2 Asia/Pacific $ 90.5 $ 91.1 $ 84.6 $ 89.6 $ 355.8 Revenue by Division (in millions): Design Solutions Segment $ 313.2 $ 325.8 $ 333.8 $ 371.7 $ 1,344.5 Manufacturing Solutions Division $ 59.1 $ 60.2 $ 63.3 $ 74.4 $ 256.9 Infrastructure Solutions Division $ 39.3 $ 42.4 $ 44.1 $ 52.5 $ 178.4 Building Solutions Division $ 37.1 $ 43.0 $ 45.1 $ 52.4 $ 177.6 Platform Technology Division and other $ 177.7 $ 180.2 $ 181.3 $ 192.4 $ 731.6 Media and Entertainment Segment $ 41.2 $ 45.1 $ 42.9 $ 43.0 $ 172.3 Other Revenue Statistics: Upgrade Revenue (in millions) $ 64.6 $ 71.0 $ 63.6 $ 76.1 $ 275.3 % of Revenue from AutoCAD, AutoCAD upgrades and AutoCAD LT 47% 44% 43% 43% 44% % of Revenue from 3D design products 16% 18% 19% 21% 19% Deferred Maintenance Revenue (in millions): Deferred Maintenance Revenue Balance $ 166.1 $ 179.2 $ 185.0 $ 213.4 $ 213.4 Favorable (Unfavorable) Impact of U.S. Dollar Translation Relative to Foreign Currencies Compared to Comparable Prior Year Period (in millions): Total Net Revenues $ 6.6 $ 5.6 $ (0.2) $ (21.1) $ (9.1) Total Operating Expenses $ (2.4) $ (1.7) $ (0.7) $ 3.8 $ (1.0) Net Income $ 4.2 $ 3.9 $ (0.9) $ (17.3) $ (10.1) Operating Income (Loss) by Segment (in millions): Design Solutions $ 151.5 $ 155.0 $ 161.4 $ 178.7 $ 646.6 Media and Entertainment $ 8.4 $ 9.5 $ 5.5 $ 9.6 $ 33.0 Unallocated amounts $ (69.3) $ (75.6) $ (73.8) $ (91.1) $ (309.8) Common Stock Statistics: Stock Out- standing 228,612,000 228,412,000 230,179,000 229,614,000 229,614,000 Fully Diluted Shares Out- standing 249,272,000 250,310,000 249,462,000 248,921,000 247,546,000 Stock Re- purchased 2,497,700 3,503,896 3,223,775 2,500,000 11,725,371

Fiscal Year 2006 QTR 1 QTR 2 QTR 3 QTR 4 YTD2006 - ------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- Installed Base Statistics: AutoCAD Total AutoCAD- based Installed Base 3,700,800 3,747,000 3,803,000 3,871,300 3,871,300 Stand-alone AutoCAD 2,646,800 AutoCAD Mechanical 171,200 AutoCAD Map 222,900 Architectural Desktop 441,700 Land Desktop 82,800 AutoCAD LT Installed Base 3,009,000 Total Inventor Installed Base 445,800 470,800 511,300 548,600 548,600 Customers on Subscription 795,800 (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 $ 242.8 $ 279.0 $ 982.5 In-process research and development (Alias) -- -- -- (7.9) (7.9) Amortization of customer relationships, trademarks and deferred compensation (Alias) -- -- -- (0.4) (0.4) Non-GAAP Operating Expenses $ 221.0 $ 239.6 $ 242.8 $ 270.7 $ 974.2 (3) GAAP Operating Margin 26% 24% 25% 23% 24% Amortization of developed technology (Alias) -- -- -- 0% 0% In-process research and development (Alias) -- -- -- 2% 1% Amortization of customer relationships, trademarks and deferred compensation (Alias) -- -- -- 0% 0% Non-GAAP Operating Margin 26% 24% 25% 25% 25% (4) GAAP Net Income $ 76.1 $ 75.3 $ 94.5 $ 83.0 $ 328.9 Amortization of developed technology (Alias) -- -- -- 0.3 0.3 In-process research and development (Alias) -- -- -- 7.9 7.9 Amortization of customer relationships, trademarks and deferred compensation (Alias) -- -- -- 0.4 0.4 Income tax effect on difference between GAAP and non-GAAP total costs and expenses at the normalized rate -- -- -- (1.7) (1.7) Dividends received deduction benefit for prior fiscal years -- (1.9) (10.6) -- (12.5) Non-recurring tax benefits (1.2) -- (6.9) 1.3 (6.9) Non-GAAP Net Income $ 74.9 $ 73.4 $ 77.0 $ 91.2 $ 316.4 (5) GAAP Net Income Per Share (diluted) $ 0.31 $ 0.30 $ 0.38 $ 0.33 $ 1.33 Amortization of developed technology (Alias) -- -- -- 0.00 0.00 In-process research and development (Alias) -- -- -- 0.04 0.04 Amortization of customer relationships, trademarks and deferred compensation (Alias) -- -- -- 0.00 0.00 Income tax effect on difference between GAAP and non-GAAP total costs and expenses at the normalized rate -- -- -- (0.01) (0.01) Dividends received deduction benefit for prior fiscal years -- (0.01) (0.04) -- (0.05) Non-recurring tax benefits (0.00) -- (0.03) 0.01 (0.03) Non-GAAP Net Income Per Share (diluted) $ 0.30 $ 0.29 $ 0.31 $ 0.37 $ 1.28 SOURCE Autodesk -0- 02/28/2006 /CONTACT: investors, Sue Pirri, +1-415-507-6467, or sue.pirri@autodesk.com, or John Clancy, +1-415-507-6373, or john.clancy@autodesk.com, or media, Caroline Kawashima, +1-415-547-2498, or caroline.kawashima@autodesk.com, or Nicole Pack, +1-415-507-6282, or nicole.pack@autodesk.com/ /Web site: http://www.autodesk.com / (ADSK)