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Statement Of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2009	Oct. 31, 2008	Oct. 31, 2009	Oct. 31, 2008
Net revenue:
License and other	$ 236.1	$ 421.0	$ 710.7	$ 1,293.4
Maintenance	180.8	186.1	546.9	532.0
Total net revenue	416.9	607.1	1,257.6	1,825.4
Cost of revenue:
Cost of license and other revenue	42.0	50.5	138.6	164.1
Cost of maintenance revenue	3.0	2.4	8.8	6.5
Total cost of revenue	45.0	52.9	147.4	170.6
Gross profit	371.9	554.2	1,110.2	1,654.8
Operating expenses:
Marketing and sales	180.3	227.0	540.6	682.7
Research and development	109.3	137.0	340.7	437.4
General and administrative	51.1	50.6	150.6	156.4
Restructuring charges	4.9	0.0	47.8	0.0
Impairment of goodwill	0.0	0.0	21.0	0.0
Total operating expenses	345.6	414.6	1,100.7	1,276.5
Income from operations	26.3	139.6	9.5	378.3
Interest and other income (expense), net	5.7	(3.4)	16.5	9.9
Income before income taxes	32.0	136.2	26.0	388.2
Provision for income taxes	(2.5)	(31.7)	(18.1)	(99.2)
Net income	$ 29.5	$ 104.5	$ 7.9	$ 289.0
Basic net income per share	$ 0.13	$ 0.46	$ 0.03	$ 1.28
Diluted net income per share	$ 0.13	$ 0.45	$ 0.03	$ 1.25
Shares used in computing basic net income per share	229.6	225.3	228.5	225.2
Shares used in computing diluted net income per share	232.9	230.4	231.1	231.2

Statement Of Financial Position Classified - USD ($) $ in Millions	9 Months Ended
	Oct. 31, 2009	Jan. 31, 2009
Current assets:
Cash and cash equivalents	$ 698.5	$ 917.6
Marketable securities	263.1	63.5
Accounts receivable, net	215.7	316.5
Deferred income taxes	49.8	31.1
Prepaid expenses and other current assets	60.0	59.3
Total current assets	1,287.1	1,388.0
Marketable securities	92.0	7.6
Computer equipment, software, furniture and leasehold improvements, net	111.9	120.6
Purchased technologies, net	88.9	113.3
Goodwill	530.5	542.5
Long term deferred income taxes, net	92.7	125.7
Other assets	112.3	123.0
Assets, Total	2,315.4	2,420.7
Current liabilities:
Accounts payable	60.0	62.4
Accrued compensation	98.9	124.3
Accrued income taxes	9.8	16.7
Deferred revenue	401.2	438.8
Borrowings under line of credit	0.0	52.1
Other accrued liabilities	57.4	105.8
Total current liabilities	627.3	800.1
Deferred revenue	68.3	113.3
Long term income taxes payable	123.2	116.9
Long term deferred income taxes	0.0	22.7
Other liabilities	$ 64.9	$ 57.0
Commitments and contingencies	-	-
Stockholders' equity:
Preferred stock	$ 0.0	$ 0.0
Common stock and additional paid-in capital	1,194.2	1,080.4
Accumulated other comprehensive income (loss)	3.7	(11.2)
Retained earnings	233.8	241.5
Total stockholders' equity	1,431.7	1,310.7
Liabilities and Stockholders' Equity, Total	$ 2,315.4	$ 2,420.7

Statement Of Cash Flows Indirect - USD ($) $ in Millions	9 Months Ended
Statement Of Cash Flows Indirect - USD ($) $ in Millions	Oct. 31, 2009	Oct. 31, 2008
Operating Activities
Net income	$ 7.9	$ 289.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	84.4	64.5
Stock-based compensation expense	74.7	70.9
Restructuring charges, net	47.8	0.0
Impairment of goodwill	21.0	0.0
Gain on disposition of assets	(2.3)	0.0
Charge for acquired in-process research and development	0.0	18.0
Changes in operating assets and liabilities, net of business combinations	(112.3)	65.1
Net cash provided by operating activities	121.2	507.5
Investing Activities
Purchases of marketable securities	(409.9)	(111.2)
Sales of marketable securities	8.1	5.2
Maturities of marketable securities	126.5	0.0
Capital expenditures	(30.2)	(59.1)
Purchase of equity investment	(10.0)	0.0
Business combinations, net of cash acquired	(3.6)	(297.3)
Net cash used in investing activities	(319.1)	(462.4)
Financing Activities
Draws on line of credit	2.2	800.0
Repayments of line of credit	(54.3)	(796.0)
Proceeds from issuance of common stock, net of issuance costs	67.5	89.1
Repurchases of common stock	(39.4)	(256.6)
Net cash used in financing activities	(24.0)	(163.5)
Effect of exchange rate changes on cash and cash equivalents	2.8	(3.1)
Net decrease in cash and cash equivalents	(219.1)	(121.5)
Cash and cash equivalents at beginning of fiscal year	917.6	917.9
Cash and cash equivalents at end of period	$ 698.5	$ 796.4

1.Basis of Presentation

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

1.Basis of Presentation

1.	*Basis of Presentation*

The accompanying unaudited Condensed Consolidated Financial Statements of Autodesk, Inc. (“Autodesk” or the “Company”) as of October 31, 2009, and for the three and nine months ended October 31, 2009, have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information along with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for annual financial statements. In management’s opinion, Autodesk has made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair presentation of the financial position and operating results of the Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited Condensed Consolidated Financial Statements. Actual results could differ from those estimates. In addition, the results of operations for the three months and nine ended October 31, 2009 are not necessarily indicative of the results for the entire fiscal year ending January 31, 2010, or for any other period. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes, together with management’s discussion and analysis of financial position and results of operations contained in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009 (the “2009 Form 10-K”) filed on March 20, 2009. Autodesk has evaluated, and disclosed as appropriate, subsequent events through December 8, 2009, which represents the date the financial statements were issued.

Reclassifications

Minor reclassifications to segment revenue and gross profit have been made to prior period amounts to conform to the current presentation. See Note 18, “Segments” for additional information regarding these reclassifications.

2.Recently Issued Accounting Standards

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

2.Recently Issued Accounting Standards

2.	*Recently Issued Accounting Standards*

With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended October 31, 2009, as compared to the accounting pronouncements described in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, that are of significance, or potential significance, to the Company.

In June 2009, the FASB issued The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. This statement, which became effective on July 1, 2009, establishes the Accounting Standards Codification (“ASC”) as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities, and is codified in ASC Topic 105, “Generally Accepted Accounting Principles.” The ASC does not change GAAP, but instead reorganizes the U.S. GAAP pronouncements into accounting Topics. As the ASC did not change GAAP, the adoption of ASC Topic 105 did not have a material effect on Autodesk’s consolidated financial position, results of operations or cash flows. Previous references to applicable GAAP literature in Autodesk’s disclosures are updated with references to the new ASC section in the Company’s Form 10-Q for the quarter ended October 31, 2009.

In June 2009, the FASB issued SFAS 166, “Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140” and SFAS 167, “Amendments to FASB Interpretation No. 46(R),” which update accounting for securitizations and special-purpose entities. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 167 amends the evaluation criteria to identify the primary beneficiary of a variable interest entity provided by FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities—An Interpretation of ARB No. 51.” This statement also amends the consolidation guidance applicable to variable interest entities. Additionally, SFAS 167 requires ongoing reassessments of whether an enterprise is the primary beneficiary of the variable interest entity. These statements will be effective for Autodesk’s fiscal year beginning February 1, 2010. Autodesk does not believe that the adoption of SFAS 166 or 167 will have a material effect on its consolidated financial position, results of operations and cash flows.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05 regarding ASC Topic 820, “Fair Value Measurements and Disclosures.” This ASU provides guidance on how to measure liabilities at fair value within the scope of ASC Topic 820. This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1) A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset, or b. Quoted prices for similar liabilities or similar liabilities when traded as assets, or 2) Another valuation technique that is consistent with the principles of ASC Topic 820. Two examples would be an income approach or a market approach. Autodesk adopted the changes represented by this ASU during Autodesk’s fiscal quarter ended October 31, 2009. The adoption of ASU 2009-05 did not have a material impact on Autodesk’s consolidated financial position, results of operations or cash flows.

In October 2009, the FASB issued ASU 2009-13 regarding ASC Subtopic 605-25 “Revenue Recognition—Multiple-element Arrangements.” This ASU addresses criteria for separating the consideration in multiple-element arrangements. ASU 2009-13 will require companies to allocate the overall consideration to each deliverable by using a best estimate of the selling price of individual deliverables in the arrangement in the absence of vendor-specific objective evidence or other third-party evidence of the selling price. In October 2009, the FASB also issued ASU 2009-14 regarding ASC Topic 985 “Software: Certain Revenue Arrangements That Include Software Elements.” This ASU modifies the scope of ASC Subtopic 965-605, “Software Revenue Recognition,” to exclude (a) non-software components of tangible products and (b) software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. The changes under ASU 2009-13 and 2009-14 will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, and early adoption will be permitted. Autodesk currently plans to adopt the changes under ASU 2009-13 and 2009-14 effective February 1, 2010, and is currently assessing the future impact of this new accounting pronouncement on its consolidated financial position, results of operations and cash flows.

3.Concentration of Credit Risks and Significant Customers

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

3.Concentration of Credit Risks and Significant Customers

3.	*Concentration of Credit Risks and Significant Customers*

It is Autodesk’s policy that its cash, cash equivalents and marketable securities are held with, and in the custody of, financial institutions with high credit standing. Autodesk’s cash and cash equivalents are held by diversified institutions globally. Autodesk’s primary commercial banking relationship is with Citibank and its global affiliates (“Citibank”). In addition, Citicorp USA, Inc., an affiliate of Citibank, is the lead lender and agent in the syndicate of the Company’s $250.0 million U.S. line of credit. It is Autodesk’s policy to limit the amounts invested with any one institution by type of security and issuer.

Total sales to the distributors Tech Data Corporation and its global affiliates (“Tech Data”) accounted for 14% of Autodesk’s consolidated net revenue for the three months ended October 31, 2009 and 2008. Sales to Tech Data represented 13% and 15% of Autodesk’s consolidated net revenue for the nine months ended October 31, 2009 and 2008, respectively. The majority of the net revenue from sales to Tech Data relates to Autodesk’s Platform Solutions and Emerging Business segment and comes from outside the U.S. In addition, Tech Data accounted for 15% and 12% of gross accounts receivable at October 31, 2009 and January 31, 2009, respectively.

4.Financial Instruments and Hedging Activities

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

4.Financial Instruments and Hedging Activities

4.	*Financial Instruments and Hedging Activities*

Financial Instruments

Market values were determined for each individual security in the investment portfolio. The cost and fair value of Autodesk’s financial instruments were as follows:


	October 31, 2009					January 31, 2009
	Cost		Fair Value			Cost		Fair Value
Cash and cash equivalents	$	698.5	$	698.5		$	917.6	$	917.6
Marketable securities - short-term		271.5		263.1			68.0		63.5
Marketable securities - long-term		92.6		92.0			9.0		7.6
Foreign currency forward and option contracts		0.6		(0.6	)		2.4		2.1

Autodesk classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable securities with maturities of less than 12 months are classified as short-term and marketable securities with maturities greater than 12 months are classified as long-term. Autodesk may sell certain of its marketable securities prior to their stated maturities for strategic purposes and in anticipation of credit deterioration

Marketable securities include the following securities at October 31, 2009 and January 31, 2009:


	October 31, 2009
	Cost		Gross unrealized gains		Gross unrealized losses			Estimated Fair Value
Short-term available-for-sale securities:
Commercial paper and corporate securities	$	88.2	$	0.1	$	—		$	88.3
U.S. treasury securities		54.0		—		—			54.0
Certificates of deposit and time deposits		37.4		—		—			37.4
U.S. government agency securities		24.1		—		—			24.1
Money market funds		22.3		—		(4.5	)		17.8
Sovereign debt		10.0		—		—			10.0
Municipal securities		2.7		—		—			2.7
Available-for-sale equity securities		1.9		—		—			1.9
Short-term trading securities:
Mutual funds		30.9		0.1		(4.1	)		26.9

	$	271.5	$	0.2	$	(8.6	)	$	263.1

Long-term available-for-sale securities:
Commercial paper and corporate securities		72.3	$	0.7	$	—		$	73.0
Taxable auction-rate securities		9.0		—		(1.4	)		7.6
U.S. government agency securities		4.6		—		—			4.6
Municipal securities		4.6		0.1		—			4.7
U.S. treasury securities		2.1		—		—			2.1

	$	92.6	$	0.8	$	(1.4	)	$	92.0


	January 31, 2009
	Cost		Gross unrealized gains		Gross unrealized losses			Estimated Fair Value
Short-term available-for-sale securities:
Mutual funds	$	57.7	$	—	$	(4.5	)	$	53.2
Bank time deposits		10.3		—		—			10.3

	$	68.0	$	—	$	(4.5	)	$	63.5

Long-term available-for-sale securities:
Taxable auction-rate securities	$	9.0	$	—	$	(1.4	)	$	7.6

	$	9.0	$	—	$	(1.4	)	$	7.6

The sales of available-for-sale securities resulted in no gross gains/losses during the three and nine month periods ended October 31, 2009 and 2008. The cost of securities sold is based on the specific identification method. Proceeds from the sale and maturity of the marketable securities were $134.6 and $5.2 million in the nine months ended October 31, 2009 and 2008, respectively.

At October 31, 2009, Autodesk was invested in two money market funds with an estimated fair value of $17.8 million and cost basis of $22.3 million, of which $17.0 million was invested in The Reserve International Liquidity Fund (the “International Fund”) and $0.8 million was invested in The Reserve Primary Fund (the “Primary Fund,” and together with the International Fund, “Reserve Funds”). In mid-September of 2008, the Reserve Funds ceased redemptions after net asset values of the funds decreased below $1 per share. This occurred as a result of the Reserve Funds revaluing their holdings of debt securities issued by Lehman Brothers Holdings, Inc. (“Lehman Brothers”), which filed for Chapter 11 bankruptcy on September 15, 2008, and the resulting unusually high redemption requests on the Reserve Funds. On November 25, 2009, Autodesk received an additional $7.0 million in redemption proceeds from the International Fund. This reduced the fair value and costs basis of Autodesk’s investments in the Reserve Funds to $10.8 million and $15.3 million, respectively, as of December 8, 2009.

The SEC is overseeing the administration, accounting and payout of the Primary Fund, and a third party court appointed supervisor is overseeing, but not managing, the accounting and payment administration of the International Fund. At this time, these investments are not currently liquid, and in the event Autodesk needs to access these funds, the Company will not be able to do so. However, based on currently available information, Autodesk expects to recover substantially all of its current holdings, net of reserves, from the Reserve Funds within the next 12 months. Accordingly, the Reserve Funds are classified in current “Marketable Securities” on the Company’s Condensed Consolidated Balance Sheets.

At October 31, 2009, Autodesk owned two auction rate securities with an estimated fair value of $7.6 million and a cost basis of $9.0 million. Autodesk’s auction rate securities are variable rate debt instruments that have underlying securities with contractual maturities greater than ten years and interest rates that were structured to reset at auction every 28 days. The securities, which met Autodesk’s investment guidelines at the time the investments were made, have failed to settle in auctions since August 2007 and have earned a premium interest rate since that time. While Autodesk expects to recover substantially all of its current holdings, net of reserves, in the auction rate securities, it cannot predict when this will occur or the amount the Company will receive. Due to the lack of liquidity of these investments in an active market, they are included in non-current “Marketable securities” on the accompanying Condensed Consolidated Balance Sheets. The Company will continue to evaluate its accounting for these investments quarterly.

At October 31, 2009, Autodesk’s short-term investment portfolio included $26.9 million of trading securities invested in a defined set of mutual funds as directed by the participants in the Company’s Deferred Compensation Plan (see Note 9, “Deferred Compensation”).

The following table shows the gross unrealized losses and fair value for investments in an unrealized loss position as of October 31, 2009 and January 31, 2009, aggregated by investment category and length of time that the individual securities have been in a continuous loss position:


	October 31, 2009
	Less Than 12 Months				12 Months or Greater				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Mutual funds	$	24.3	$	4.1	$	—	$	—	$	24.3	$	4.1
Money market funds		—		—		17.8		4.5		17.8		4.5
Taxable auction-rate securities		—		—		7.6		1.4		7.6		1.4

	January 31, 2009
	Less Than 12 Months				12 Months or Greater				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Money market funds	$	33.3	$	4.5	$	—	$	—	$	33.3	$	4.5
Taxable auction-rate securities		—		—		7.6		1.4		7.6		1.4

Derivative Financial Instruments

Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to fluctuations in foreign currency exchange rates which exist as part of ongoing international business operations. Autodesk’s general practice is to use two types of derivative instruments, option collar and forward contracts, to hedge a majority of transaction exposures denominated in euros, Japanese yen, Swiss francs, British pounds and Canadian dollars. These instruments have maturities between one to 12 months in the future. Autodesk does not enter into any derivative instruments for trading or speculative purposes.

Cash Flow Hedges

Autodesk utilizes purchased foreign currency option collar and forward contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. These option collar and forward contracts, which are designated and documented as cash flow hedges, qualify for special hedge accounting treatment. The effectiveness of the cash flow hedge contracts is assessed quarterly using regression analysis as well as other timing and probability criteria. For cash flow hedges designated for the quarter ended April 30, 2009, time value was excluded from the assessment of hedge effectiveness. Changes in the excluded time value component of hedges designated for the quarter ended April 30, 2009 were reported in “Interest and other income, net” in the Company’s Condensed Consolidated Statements of Operations. For cash flow hedges designated for periods after April 30, 2009, time value is included in the assessment of hedge effectiveness and changes in the time value of these derivatives are recorded in “Accumulated other comprehensive loss” in the Company’s Condensed Consolidated Balance Sheets. To receive special hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges are expected to be highly effective in offsetting changes to future cash flows on hedged transactions. The gains and losses on these hedges are included in “Accumulated other comprehensive loss” and are reclassified into earnings at the time the forecasted revenue or expense is recognized. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, Autodesk reclassifies the gain or loss on the related cash flow hedge from “Accumulated other comprehensive loss” to “Interest and other income, net” in the Company’s Condensed Consolidated Financial Statements at that time.

The notional amount of these contracts was $200.6 million at October 31, 2009 and $276.7 million at January 31, 2009. Outstanding contracts are recognized as either assets or liabilities on the balance sheet at fair value.

Balance Sheet Hedges

In addition to the cash flow hedges described above, forward contracts, which are not designated as hedging instruments, are used to reduce the exchange rate risk associated primarily with receivables and payables. Forward contracts are marked-to-market at the end of each fiscal quarter, with gains and losses recognized as other income or expense, net. These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivative instruments are intended to offset the gains or losses resulting from the settlement of the underlying foreign currency denominated receivables and payables. The notional amounts of foreign currency contracts were $3.5 million at October 31, 2009 and $28.3 million at January 31, 2009.

The bank counterparties in all contracts expose Autodesk to credit-related losses in the event of their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company’s minimum requirements under its counterparty risk assessment process. Autodesk monitors ratings, credit spreads and potential downgrades on at least a quarterly basis. Based on Autodesk’s on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties.

The effects of derivative instruments on Autodesk’s condensed consolidated financial statements were as follows as of October 31, 2009 and for the three and nine months then ended (amounts presented include any income tax effects):

Fair Value of Derivative Instruments in Condensed Consolidated Balance Sheet as of October 31, 2009


	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency contracts designated as cash flow hedges	Prepaid expenses and other current assets	$	0.9	Other accrued liabilities	$	1.5
Derivatives not designated as hedging instruments			—			—

Total derivatives		$	0.9		$	1.5

Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) Derivatives Designated as Hedging Instruments


For the Three Months Ended October 31, 2009	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)⁽¹⁾			Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Amount and Location of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)⁽²⁾
Foreign exchange contracts	$	(5.9	)	$	(5.2	)	Net revenue	$	0.1	Interest and other income, net
					1.7		Operating expenses

Total	$	(5.9	)	$	(3.5	)		$	0.1


For the Nine Months Ended October 31, 2009	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)⁽¹⁾			Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Amount and Location of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)⁽²⁾
Foreign exchange contracts	$	(8.9	)	$	(6.4	)	Net revenue	$	1.7	Interest and other income, net
					2.4		Operating expenses

Total	$	(8.9	)	$	(4.0	)		$	1.7

⁽¹⁾	The entire remaining net loss as of October 31, 2009 is expected to be recognized into earnings within the next 12 months.

⁽²⁾	Includes $0.1 million loss and $0.9 million gain recognized for the three and nine months ended October 31, 2009, respectively, due to previously forecasted transactions that did not occur within the originally specified time period or the additional period of time allowed.


Derivatives Not Designated as Hedging Instruments	Amount and Location of Gain (Loss) Recognized in Income on Derivative
For the three months ended October 31, 2009
Foreign exchange contracts	$	(0.2	)	Interest and other income, net

For the nine months ended October 31, 2009
Foreign exchange contracts	$	(1.8	)	Interest and other income, net

- Definition

This item represents the entire disclosure related to Investments in Certain Debt and Equity Securities (and certain other trading assets) which include all debt and equity securities (other than those equity securities accounted for under the equity or cost methods of accounting) with readily determinable fair values. Other trading assets include assets that are carried on the balance sheet at fair value and held for trading purposes. A debt security represents a creditor relationship with an enterprise that is in the form of a security. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities (and other trading assets). This element is a also used to disclose the entity's entire derivative instruments and hedging activities disclosure as a single block of text. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising there from, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References + Details

5.Fair Value Measurements

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

5.Fair Value Measurements

5.	*Fair Value Measurements*

Fair value is an exit price, representing the amount that would be received upon the sale of an asset, or the amount paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, Autodesk uses a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets; and (Level 3) unobservable inputs in which there is little or no market data, which requires Autodesk to develop its own assumptions. Whenever possible, Autodesk uses observable market data, and relies on unobservable inputs only when observable market data is not available, when determining fair value. On a recurring basis, Autodesk measures at fair value certain financial assets and liabilities, which consist of cash equivalents, marketable securities and foreign currency contracts.

The Company’s investments held in the Reserve Funds are designated as Level 3 securities. The Company conducted its fair value assessment of the Reserve Funds using Level 2 and Level 3 inputs. Management has reviewed the Reserve Funds’ underlying securities portfolio, which is substantially comprised of term deposits, money market funds, U.S. treasury bills and commercial paper. These securities are issued by highly-rated institutions. Normally, the Company would classify such investments within Level 2 of the fair value hierarchy. Management evaluated the fair value of its unit interest in the Reserve Funds, considering risk of collection, timing and other factors. These assumptions are inherently subjective and involve significant management judgment. As a result, the Company has classified its holdings in the Reserve Funds within Level 3 of the fair value hierarchy. Autodesk’s investments in auction rate securities are classified within Level 3 because they are valued using a pricing model, and some of the inputs to this model are unobservable in the market.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes Autodesk’s investments and financial instruments measured at fair value on a recurring basis as of October 31, 2009:


	Fair Value Measurements at October 31, 2009 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets
Cash equivalents⁽¹⁾:
Commercial paper	$	—	$	279.5	$	—	$	279.5
Certificates of deposit and time deposits		19.1		210.7		—		229.8
Money market funds		—		9.4		—		9.4
Municipal securities		0.7		—		—		0.7
Marketable securities:
Commercial paper and corporate securities		81.3		80.0		—		161.3
U.S. treasury securities and sovereign debt		66.1		—		—		66.1
Certificates of deposit and time deposits		20.0		17.4		—		37.4
U.S. government agency securities		28.7		—		—		28.7
Mutual funds		26.9		—		—		26.9
Money market funds		—		—		17.8		17.8
Taxable auction-rate securities		—		—		7.6		7.6
Municipal securities		7.4		—		—		7.4
Available-for-sale equity securities		1.9		—		—		1.9
Foreign currency derivative contracts ⁽²⁾		—		0.9		—		0.9

Total	$	252.1	$	597.9	$	25.4	$	875.4

Liabilities
Foreign currency derivative contracts ⁽³⁾		—		1.5		—		1.5

Total	$	—	$	1.5	$	—	$	1.5

⁽¹⁾	Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.

⁽²⁾	Included in “Prepaid expenses and other current assets” in the accompanying Condensed Consolidated Balance Sheets.

⁽³⁾	Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.

The following table summarizes Autodesk’s investments and financial instruments measured at fair value on a recurring basis as of January 31, 2009:


	Fair Value Measurements at January 31, 2009 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets
Cash equivalents⁽¹⁾:
Certificates of deposit and time deposits	$	—	$	340.0	$	—	$	340.0
Commercial paper and corporate securities		—		206.1		—		206.1
U.S. treasury securities		25.0		—				25.0
U.S. government agency securities		55.0		—		—		55.0
Money market funds		—		63.5		—		63.5
Marketable securities:
Certificates of deposit and time deposits		—		10.3		—		10.3
Mutual funds		19.9		—		—		19.9
Money market funds		—		—		33.3		33.3
Taxable auction-rate securities		—		—		7.6		7.6
Foreign currency derivative contracts⁽²⁾		—		2.1		—		2.1

Total	$	99.9	$	622.0	$	40.9	$	762.8

⁽¹⁾	Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.

⁽²⁾	Included in “Prepaid expenses and other current assets” in the accompanying Condensed Consolidated Balance Sheets.

Autodesk’s cash equivalents and marketable securities are primarily classified within Level 1 or Level 2 of the fair value hierarchy because they are valued primarily using quoted market prices, or alternative pricing sources and models utilizing market observable inputs with reasonable levels of price transparency. A reconciliation of the change in Autodesk’s Level 3 items for the nine months ended October 31, 2009 was as follows:


	Fair Value Measurements Using Significant Unobservable Inputs
	(Level 3)
	Money Market Funds			Taxable Auction- Rate Securities		Total
Balance at January 31, 2009	$	33.3		$	7.6	$	40.9
Redemptions⁽¹⁾		(15.5	)		—		(15.5	)

Balance at October 31, 2009	$	17.8		$	7.6	$	25.4

⁽¹⁾	Redemptions of $15.5 million from the Reserve Funds.

6.Stock-Based Compensation

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

6.Stock-Based Compensation

6.	*Stock-Based Compensation*

Stock Plans

As of October 31, 2009, Autodesk maintained two active stock plans for the purpose of granting stock awards to employees and to non-employee members of Autodesk’s Board of Directors: the 2008 Employee Stock Plan (“2008 Plan”), which is available only to employees, and the 2000 Directors’ Option Plan, as amended (“2000 Plan”), which is available only to non-employee directors. Additionally, there are six expired or terminated plans with options outstanding.

The 2008 Plan was approved by Autodesk’s stockholders in November 2007. Under this plan, 16.5 million shares of Autodesk common stock, in addition to 0.5 million shares that remained available for issuance under the 2006 Employee Stock Plan upon its expiration in March 2008, were reserved for issuance. The 2008 Plan permits the grant of stock options, restricted stock awards and restricted stock units; however, no more than 2.5 million of the shares reserved for issuance under the 2008 Plan may be issued pursuant to awards of restricted stock and restricted stock units. At October 31, 2009, 7.3 million shares were available for future issuance under the 2008 Plan. The 2008 Plan will expire in March 2011.

The 2000 Plan, which was originally approved by the stockholders in June 2000, allows for an automatic annual grant of options to non-employee members of Autodesk’s Board of Directors. At October 31, 2009, 0.6 million shares were available for future issuance. The 2000 Plan will expire in March 2010.

On June 11, 2009, Autodesk’s stockholders approved the 2010 Outside Directors’ Stock Plan (“2010 Plan”), which will become effective March 16, 2010. The 2010 Plan reserves 2.5 million shares of Autodesk common stock, plus up to 0.5 million shares available but not previously granted under the 2000 Plan. The 2010 Plan permits the grant of stock options and restricted stock awards to non-employee members of Autodesk’s Board of Directors. The 2010 Plan will expire in March 2020.

Options granted under the 2008 Plan and the 2000 Plan vest over periods ranging from one to four years and expire within four to seven years from the date of grant. The exercise price of all stock options granted under these plans was equal to the fair market value of the stock on the grant date.

The following sections, Stock Options and Restricted Stock, summarize activity under Autodesk’s stock plans.

Stock Options:

A summary of stock option activity for the nine months ended October 31, 2009 was as follows:


	Number of Shares		Weighted average price per share
	(in thousands)
Options outstanding at January 31, 2009	26,818		$	30.13
Granted	6,696		$	15.11
Exercised	(1,818	)	$	12.34
Forfeited	(1,038	)	$	34.55
Expired	(1,180	)

Options outstanding at October 31, 2009	29,478		$	27.49

Options exercisable at October 31, 2009	17,093		$	29.15

Options available for grant at October 31, 2009	7,946

The total pre-tax intrinsic value of options exercised during the three months ended October 31, 2009 and 2008 was $2.9 million and $13.9 million, respectively. For the nine months ended October 31, 2009 and 2008, total pre-tax intrinsic value of options exercised was $15.8 million and $45.8 million, respectively. The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of the stock on the date of exercise. The weighted average grant date fair value of stock options granted during the three months ended October 31, 2009 and 2008, calculated as of the stock option grant date using the Black-Scholes-Merton option-pricing model, was $8.35 and $10.32 per share, respectively. The weighted average grant date fair value of stock options granted during the nine months ended October 31, 2009 and 2008, calculated as of the stock option grant date using the Black-Scholes-Merton option-pricing model, was $6.12 and $9.98 per share, respectively. As of October 31, 2009, total compensation costs of $64.4 million related to non-vested options is expected to be recognized over a weighted average period of 2.1 years.

The following table summarizes information about options outstanding and exercisable at October 31, 2009:


	Options Exercisable						Options Outstanding
	Number of Shares (in thousands)	Weighted average contractual life (in years)	Weighted average exercise price		Aggregate intrinsic value⁽¹⁾ (in millions)		Number of Shares (in thousands)	Weighted average contractual life (in years)	Weighted average exercise price		Aggregate intrinsic value⁽¹⁾ (in millions)
Range of per-share exercise prices:
$0.61 — $13.84	3,639		$	9.18			6,373		$	10.52
$14.15 — $22.40	2,040			18.38			6,049			17.48
$23.56 — $32.90	3,995			30.57			6,827			31.09
$33.16 — $45.29	6,867			40.57			9,370			40.92
$47.24 — $49.80	552			48.45			859			48.60

	17,093	3.3		29.15	$	70.7	29,478	4.2		27.49	$	137.0

⁽¹⁾	Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $24.93 per share as of October 31, 2009, which would have been received by the option holders had all option holders exercised their options as of that date.

These options will expire if not exercised prior to specific dates ranging through September 2016.

Restricted Stock:

A summary of restricted stock award and restricted stock unit activity for the nine months ended October 31, 2009 was as follows:


	Non-vested Stock		Weighted average grant date fair value
	(in thousands)
Non-vested restricted stock at January 31, 2009	133		$	38.08
Awarded	107			16.90
Vested	(22	)		17.89

Non-vested restricted stock at October 31, 2009	218

During the nine months ended October 31, 2009, Autodesk granted 77,316 restricted stock units under the 2008 Plan. The restricted stock units vest over periods ranging from immediately upon grant to the third anniversary of the date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the restricted stock is expensed ratably over the vesting period. Autodesk recorded share-based compensation expense related to restricted stock units of $0.3 million and $0.8 million during the three and nine months ended October 31, 2009, respectively. Autodesk recorded share-based compensation expense related to restricted stock units of $0.2 million and $0.4 million during the three and nine months ended October 31, 2008, respectively. As of October 31, 2009, total compensation cost related to non-vested awards not yet recognized of $1.8 million is expected to be recognized over a weighted average period of 1.8 years. At October 31, 2009, the number of units granted but unvested was 188,188.

During the nine months ended October 31, 2009, Autodesk issued 30,001 restricted stock awards under the 2000 Plan. The restricted stock awards vest on the first anniversary of the date of grant. Restricted stock awards are considered outstanding at the time of grant, as the stock award holders are entitled to many of the rights of a stockholder, including voting rights. The fair value of the restricted stock is expensed ratably over the vesting period. Autodesk recorded share-based compensation expense related to restricted stock awards of $0.2 million and $0.6 million during the three and nine months ended October 31, 2009, respectively. Autodesk recorded share-based compensation expense related to restricted stock awards of $0.2 million and $0.5 million during the three and nine months ended October 31, 2008, respectively. As of October 31, 2009, total compensation cost related to non-vested awards not yet recognized of $0.4 million is expected to be recognized over a weighted average period of 0.6 years. At October 31, 2009, the number of awards granted but unvested was 30,001.

1998 Employee Qualified Stock Purchase Plan (“ESP Plan”)

Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their compensation subject to certain limitations, at not less than 85% of fair market value as defined in the ESP Plan (“ESP Plan fair market value”). At October 31, 2009, a total of 26.4 million shares were available for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount equal to the lesser of 10 million shares or 2.0% of the total of (1) outstanding shares plus (2) any shares repurchased by Autodesk during the prior fiscal year. Under the ESP Plan, the Company issues shares on the first trading day following March 31 and September 30 of each fiscal year. The ESP Plan expires during fiscal 2018.

Autodesk issued 1.4 million and 3.1 million shares under the ESP Plan during the three and nine months ended October 31, 2009, at average prices of $14.54 and $14.41 per share, respectively in each case. The weighted average grant date fair value of awards granted under the ESP Plan during both the three and nine months ended October 31, 2009, calculated as of the award grant date using the Black-Scholes-Merton option-pricing model, was $8.35 and $7.19 per share, respectively. Autodesk issued 1.0 million and 2.1 million shares under the ESP Plan during the three and nine months ended October 31, 2008, at average prices of $27.91 and $27.32 per share, respectively. The weighted average grant date fair value of awards granted under the ESP Plan during both the three and nine months ended October 31, 2008, calculated as of the award grant date using the Black-Scholes-Merton option-pricing model, was $10.58 and $10.40 per share, respectively.

At October 31, 2009, a total of 64.0 million shares of Autodesk’s common stock have been reserved for future issuance under existing stock option and stock purchase plans.

Adjustments to Expense During the Three and Nine Months Ended October 31, 2009

Subsequent to the issuance of its July 31, 2009 unaudited condensed consolidated financial statements, Autodesk was notified by the Company’s third party software provider that it had made certain changes to how its software program calculates stock-based compensation expense. Specifically, the prior version of this software that the Company had been using calculated stock-based compensation expense by incorrectly applying a weighted average forfeiture rate to the vested portion of stock option awards until the grant’s final vest date, rather than calculating stock-based compensation expense based upon the actual vested portion of the grant date fair value, resulting in an understatement of stock-based compensation expense in certain periods prior to the grant’s final vest date. Consequently, the Company identified errors in the calculation of stock-based compensation expense for fiscal years ended January 31, 2009, 2008 and 2007, for the three months ended April 30, 2009, and for the three and six months ended July 31, 2009. The errors identified relate only to the timing of stock-based compensation expense recognition.

Autodesk determined that the cumulative error from the understatement of stock-based compensation expense related to the periods discussed above totaled $7.9 million, net of tax effects through July 31, 2009. The impact of the errors on the fiscal years ended January 31, 2009, 2008 and 2007, is to decrease net income by $1.5 million, $3.5 million and $1.8 million, respectively. For the three months ended April 30, 2009 and three months ended July 31, 2009, the impact of the errors was to increase net loss by $0.6 million and decrease net income by $0.5 million, respectively.

Management has determined that the impact of this error is not material to the previously issued annual and interim financial statements using the guidance of SEC Staff Accounting Bulletin (“SAB”) No. 99 (“SAB 99”) and SAB No. 108. Accordingly, the unaudited condensed consolidated financial statements for the three and nine months ended October 31, 2009 include the cumulative adjustment to increase stock-based compensation expense by $7.9 million net of tax effects (or $0.03 per share) to correct these errors. Autodesk does not believe the correction of these errors is material to the condensed consolidated financial statements for the three and nine months ended October 31, 2009 and does not believe that it will be material to the annual consolidated financial statements for the fiscal year ending January 31, 2010.

Stock-based Compensation Expense

Autodesk measures all stock-based payments to employees and directors, including grants of employee stock options, employee stock purchases related to the ESP Plan, and restricted stock, using a fair-value based method, and records the expense in Autodesk’s Condensed Consolidated Statements of Operations. The estimated fair value of stock-based awards is amortized to expense on a straight-line basis over the awards’ vesting period. The following table summarizes stock-based compensation expense for the three and nine months ended October 31, 2009 and 2008, respectively, as follows:


	Three months ended October 31, 2009			Three months ended October 31, 2008
Cost of license and other revenue	$	1.1		$	1.0
Marketing and sales		13.5			10.1
Research and development		9.5			7.2
General and administrative		6.2			4.2

Stock-based compensation expense		30.3			22.5
Tax benefit		(9.4	)		(5.7	)

Stock-based compensation expense	$	20.9		$	16.8


	Nine months ended October 31, 2009			Nine months ended October 31, 2008
Cost of license and other revenue	$	2.4		$	3.1
Marketing and sales		32.5			30.6
Research and development		23.7			23.3
General and administrative		16.1			13.9

Stock-based compensation expense		74.7			70.9
Tax benefit		(19.4	)		(16.2	)

Stock-based compensation expense	$	55.3		$	54.7

As discussed above, Autodesk determined that the cumulative error from the understatement of stock-based compensation expense related to the periods prior to the third quarter of Fiscal 2010 totaled $7.9 million, net of tax effects. Accordingly, additional expenses of $0.4 million for Cost of license and other revenue, $5.1 million for Marketing and sales, $3.4 million for Research and development, $2.4 million for General and Administrative and $3.4 million for additional Tax benefit are included in the functional expenses in the table above for both the three and nine month periods ended October 31, 2009.

Autodesk used the Black-Scholes-Merton option-pricing model to estimate the fair value of stock-based awards and the fair value of awards under the ESP Plan based on the following assumptions:


	Three months ended October 31, 2009		Three months ended October 31,2008
	Stock Option Plans	ESP Plan	Stock Option Plans	ESP Plan
Range of expected volatilities	0.45 - 0.47	0.43 - 0.55	0.38	0.38 - 0.41
Range of expected lives (in years)	2.7 - 4.0	0.5 - 2.0	2.7 - 4.0	0.5 - 2.0
Expected dividends	0%	0%	0%	0%
Range of risk-free interest rates	1.25% - 1.98%	0.20% - 0.98%	1.98% - 2.40%	1.29% - 1.85%
Expected forfeitures	13.5%	13.5%	13.6%	13.6%

	Nine months ended October 31, 2009		Nine months ended October 31, 2008
	Stock Option Plans	ESP Plan	Stock Option Plans	ESP Plan
Range of expected volatilities	0.45 - 0.55	0.43 - 0.73	0.37 - 0.38	0.36 - 0.41
Range of expected lives (in years)	2.7 - 4.0	0.5 - 2.0	2.7 - 4.0	0.5 - 2.0
Expected dividends	0%	0%	0%	0%
Range of risk-free interest rates	1.21 - 2.42%	0.20 - 0.98%	1.82 - 3.40%	1.29 - 1.85%
Expected forfeitures	13.5%	13.5%	13.6%	13.6%

Autodesk estimates expected volatility for stock-based awards granted under the Company’s stock plans and ESP Plan awards based on two measures. The first is a measure of historical volatility in the trading market for the Company’s common stock, and the second is the implied volatility of traded forward call options to purchase shares of the Company’s common stock.

Autodesk estimates the expected life of stock-based awards granted under the Company’s stock plans using both exercise behavior and post-vesting termination behavior, as well as consideration of outstanding options.

Autodesk does not currently pay, and does not anticipate paying, any cash dividends in the foreseeable future. Consequently, an expected dividend yield of zero is used in the Black-Scholes-Merton option valuation model.

The risk-free interest rate used in the Black-Scholes-Merton option valuation model for stock-based awards granted under the Company’s stock plans and ESP Plan awards is the historical yield on U.S. Treasury securities with equivalent remaining lives.

Autodesk only recognizes expense for the stock-based awards that are ultimately expected to vest. Therefore, Autodesk has developed an estimate of the number of awards expected to cancel prior to vesting (“forfeiture rate”). The forfeiture rate is estimated based on historical pre-vest cancellation experience, and is applied to all stock-based awards. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates.

7.Income Taxes

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

7.Income Taxes

7.	*Income Taxes*

Autodesk’s effective tax rate was 8% during the three months ended October 31, 2009, and 70% during the nine months ended October 31, 2009, compared to 23% and 26% in the respective periods of the prior fiscal year. Autodesk’s effective tax rate decreased 15 percentage points during the three months ended October 31, 2009, as compared to the same period in the prior fiscal year, primarily due to a discrete tax benefit related to additional stock-based compensation expense recorded during the three months ended October 31, 2009 related to the correction of an error described in Note 6, “Stock-Based Compensation.” Autodesk’s effective tax rate increased 44 percentage points during the nine months ended October 31, 2009 as compared to the same period in the prior fiscal year as a result of a $20.9 million discrete non-cash tax charge from recording a valuation allowance against California deferred tax assets offset by a discrete tax benefit of $7.7 million associated with the impairment of goodwill recorded during the first quarter of fiscal 2010, the tax impact of non-deductible in-process research and development expenses recorded during the second quarter of fiscal 2009, and a discrete tax benefit of $4.4 million related to the stock-based compensation expense adjustment recorded during the third quarter of fiscal 2010. Excluding the impact of discrete tax items, the effective tax rates for the three and nine month periods ended October 31, 2009 were lower than the Federal statutory tax rate of 35% primarily due to foreign income taxed at lower rates and Federal and state research tax credits partially offset by the tax impact of stock-based compensation expense.

During the first quarter of fiscal 2010, the State of California enacted significant California tax law changes. As a result of the enacted legislation, the Company expects that in fiscal years 2012 and beyond the Company’s income subject to tax in California will be less than under prior tax law and accordingly its California deferred tax assets are less likely to be realized. During the first quarter of fiscal 2010, the Company recorded a net discrete tax charge of $20.9 million related to the re-measurement of the Company’s California deferred tax assets to account for this change in tax law, as well as an increase in the valuation allowance for the Company’s California deferred tax assets that existed as of January 31, 2009. The Company will continue to assess the valuation allowance on its California deferred tax assets in future periods.

The amount of unrecognized tax benefits was determined in accordance with ASC 740-10, “Income Taxes.” As of October 31, 2009, the Company had $192.0 million of gross unrecognized tax benefits, excluding interest, of which approximately $178.6 million represents the amount of unrecognized tax benefits that would impact the effective tax rate, if recognized. The remaining $13.4 million relates to items that would result in balance sheet reclassification only, with no impact to income tax expense. It is possible that the amount of unrecognized tax benefits will change in the next twelve months; however an estimate of the range of the possible change cannot be made at this time.

At October 31, 2009, Autodesk had net deferred tax assets of $142.5 million. The Company believes that it will generate sufficient future taxable income in appropriate tax jurisdictions to realize these assets.

8.Restructuring Reserve

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

8.Restructuring Reserve

8.	*Restructuring Reserve*

In the fourth quarter of fiscal 2009, Autodesk initiated a restructuring program in order to reduce operating costs. This program reduced the number of employees by approximately 700 positions globally and resulted in the consolidation of approximately 27 leased facilities (“Fiscal 2009 Plan”).

In the second quarter of fiscal 2010, Autodesk initiated an additional restructuring program, which resulted in a staff reduction of approximately 430 positions globally and resulted in the consolidation of approximately 32 leased facilities around the world in order to reduce Autodesk’s operating expenses (“Fiscal 2010 Plan”).

In connection with these restructuring plans, Autodesk recorded restructuring and impairment charges of $4.9 million and $47.8 million during the three and nine months ended October 31, 2009, respectively. Of these amounts, $3.5 million and $24.2 million were recorded for one-time employee termination benefits and other costs during the three and nine months ended October 31, 2009, respectively, and $1.4 million and $23.5 million were recorded for facilities-related costs during the three and nine months ended October 31, 2009, respectively. The remainder of the termination benefits will substantially be paid during the fourth quarter of fiscal 2010. Autodesk expects to pay the facility related liabilities through fiscal 2018.

The following table summarizes the restructuring activity recorded in the Condensed Consolidated Balance Sheets during the nine months ended October 31, 2009:


	Balance at January 31, 2009		Additions		Payments			Adjustments⁽¹⁾			Balance at October 31, 2009
Fiscal 2010 Plan
Employee Severance and Benefits	$	—	$	19.8	$	(15.1	)	$	(0.8	)	$	3.9
Facilities and Other		—		9.7		(2.2	)		(0.1	)		7.4
Fiscal 2009 Plan
Employee Severance and Benefits		35.4		5.8		(37.3	)		(2.3	)		1.6
Facilities and Other		2.8		12.0		(4.9	)		(0.1	)		9.8
Other
Employee Severance and Benefits		0.9		—		(0.5	)		(0.4	)		—
Facilities and Other		4.8		—		(1.5	)		(0.8	)		2.5

	$	43.9	$	47.3	$	(61.5	)	$	(4.5	)	$	25.2

Current portion⁽²⁾	$	38.4									$	15.6
Non-current portion⁽²⁾		5.5										9.6

	$	43.9									$	25.2

⁽¹⁾	Adjustments include the impact of foreign currency translation.

⁽²⁾	The current and non-current portion of the reserve is recorded in the Condensed Consolidated Balance Sheet under “Other accrued liabilities” and “Other liabilities,” respectively.

If Autodesk’s revenue should further decline or not begin to grow, the Company may further reduce its operating expenses to align them with its financial condition, including the possibility of a further restructuring. In taking these actions, Autodesk may incur additional costs that could negatively impact its net income and cash flows from operating activities.

9.Deferred Compensation

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

9.Deferred Compensation

9.	*Deferred Compensation*

At October 31, 2009, Autodesk had marketable securities totaling $355.1 million, of which $26.9 million related to investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. The total related deferred compensation liability was $26.9 million at October 31, 2009, of which $1.8 million was classified as current and $25.1 million was classified as non-current liabilities. The value of debt and equity securities held in the rabbi trust at January 31, 2009 was $19.9 million. The total related deferred compensation liability at January 31, 2009 was $19.9 million, of which $1.2 million was classified as current and $18.7 million was classified as non-current liabilities. The current and non-current portions of the liability are recorded in the Condensed Consolidated Balance Sheets under “Accrued compensation” and “Other liabilities,” respectively.

10.Computer Equipment, Software, Furniture and Leasehold Improvements, Net

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

10.Computer Equipment, Software, Furniture and Leasehold Improvements, Net

10.

Computer Equipment, Software, Furniture and Leasehold Improvements, Net

Computer software and hardware, leasehold improvements, furniture and equipment and the related accumulated depreciation were as follows:


	October 31, 2009			January 31, 2009
Computer software, at cost	$	127.1		$	135.0
Computer hardware, at cost		109.3			103.1
Leasehold improvements, land and buildings, at cost		111.2			115.0
Furniture and equipment, at cost		43.3			41.6

		390.9			394.7
Less: Accumulated depreciation		(279.0	)		(274.1	)

Computer software, hardware, leasehold improvements, furniture and equipment, net	$	111.9		$	120.6

11.Purchased Technologies, Net

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

11.Purchased Technologies, Net

11.

Purchased Technologies, Net

Purchased technologies and the related accumulated amortization were as follows:


	October 31, 2009			January 31, 2009
Purchased technologies	$	326.3		$	302.4
Less: Accumulated amortization		(237.4	)		(189.1	)

Purchased technologies, net	$	88.9		$	113.3

12.Goodwill

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

12.Goodwill

12.

Goodwill

The changes in the carrying amount of goodwill during the nine months ended October 31, 2009 were as follows:


	Platform Solutions and Emerging Business			Architecture, Engineering and Construction		Manufacturing		Media and Entertainment			Total
Balance as of January 31, 2009	$	36.3		$	209.4	$	275.8	$	21.0		$	542.5
Transfer of assets between segments		(10.1	)		10.1		—		—			—
Impairment		—			—		—		(21.0	)		(21.0	)
Addition arising from acquisition		—			3.0		—		—			3.0
Effect of foreign currency translation, purchase accounting adjustments and other		—			3.7		2.3		—			6.0

Balance as of October 31, 2009	$	26.2		$	226.2	$	278.1	$	—		$	530.5

Autodesk recorded an impairment charge of $21.0 million during the first quarter of fiscal 2010, representing the entire goodwill balance of the Media and Entertainment (“M&E”) segment as of April 30, 2009. This goodwill balance related to the M&E segment’s fourth quarter fiscal 2009 acquisition of substantially all of the assets of Softimage. In May 2009, the Company concluded that an impairment of goodwill had occurred as of April 30, 2009 due to revisions to the Company’s revenue and cash flow projections prepared in the second half of the first quarter of fiscal 2010 in response to the significant and sustained revenue declines it was experiencing in all segments and geographies in the first quarter of fiscal 2010. The revenue and cash flow projections were substantially impacted for all segments; the M&E segment was the only segment that had a current fair value of its future discounted cash flows that fell below the carrying value of its assets.

When assessing goodwill for impairment, Autodesk uses discounted cash flow models that include assumptions regarding projected cash flows (“Income Approach”) and corroborates it with the estimated consideration that the Company would receive if there were to be a sale of the reporting segment (“Market Approach”). Variances in these assumptions could have a significant impact on Autodesk’s conclusion as to whether goodwill is impaired, or the amount of any impairment charge. Impairment charges, if any, result from instances where the fair values of net assets associated with goodwill are less than their carrying values. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. The value of Autodesk’s goodwill could also be impacted by future adverse changes such as: (i) declines in Autodesk’s actual operating results, (ii) a sustained decline in Autodesk’s market capitalization, (iii) further significant slowdown in the worldwide economy or the industries Autodesk serves, or (iv) changes in Autodesk’s business strategy or internal operating results forecasts. As of October 31, 2009, a hypothetical 10% decrease in the fair value of Autodesk’s reporting units would not have an impact on the carrying value of goodwill nor result in additional impairment of goodwill.

13.Borrowing Arrangements

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

13.Borrowing Arrangements

13.

Borrowing Arrangements

Autodesk’s U.S. line of credit facility permits unsecured short-term borrowings of up to $250.0 million and is available for working capital or other business needs. The credit agreement contains customary covenants, which could restrict liens, certain types of additional debt and dispositions of assets if Autodesk fails to maintain its financial covenants. The line of credit is syndicated with various financial institutions, including Citicorp USA, Inc., a Citibank affiliate, which is the lead lender and agent. Autodesk had no outstanding borrowings on this line at October 31, 2009. This facility expires in August 2012.

Autodesk’s China line of credit facility permits unsecured short-term borrowings of up to $5.0 million and is available for working capital needs. At October 31, 2009, Autodesk had no outstanding borrowings on this line of credit, which contains customary covenants. This facility has no contractual expiration.

The weighted average interest rate on Autodesk’s line of credit facilities was 1.01% at January 31, 2009. Autodesk had no borrowings outstanding on its lines of credit at October 31, 2009.

14.Commitments and Contingencies

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

14.Commitments and Contingencies

14.

Commitments and Contingencies

Guarantees and Indemnifications

In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising from the use of Autodesk’s products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be reasonably estimated. Historically, costs related to these indemnifications have not been significant, but because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential effect of these indemnifications on its future results of operations.

In connection with the purchase, sale or license transactions of assets or businesses with third parties, Autodesk has received or assumed customary indemnification agreements related to the assets or businesses purchased, sold or licensed. Historically, costs related to indemnifications or guarantees assumed have not been significant, but because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential effect of these indemnifications on its future results of operations.

As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited; however, Autodesk has Directors’ and Officers’ Liability insurance coverage that is intended to reduce its financial exposure and may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is not significant.

Legal Proceedings

Autodesk is involved in legal proceedings from time to time arising from the normal course of business activities including claims of alleged infringement of intellectual property rights, commercial, employment, piracy prosecution and other matters. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows or its financial position. However, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially affect its future results of operations, cash flows or financial position in a particular period.

15.Stock Repurchase Program

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

15.Stock Repurchase Program

15.

Stock Repurchase Program

Autodesk has a stock repurchase program that helps offset the dilution to net income per share caused by the issuance of stock under the Company’s employee stock plans and returns excess cash generated from its business to stockholders. During the quarter ended October 31, 2009, Autodesk repurchased 1.7 million shares of its common stock on the open market at an average repurchase price of $23.56 per share and subsequently retired those shares. Common stock and additional paid-in capital and retained earnings were reduced by $23.8 million and $15.6 million, respectively, during the quarter ended October 31, 2009, as a result of the stock repurchases. As of October 31, 2009, 14.5 million shares remained available for repurchase under this program. The number of shares acquired and the timing of the purchases are based on several factors, including anticipated employee stock purchases during the period, the level of the Company’s cash balances, general business and market conditions, the market price of Autodesk stock, cash on hand and available in the U.S., Company-defined trading windows and other investment opportunities.

16.Comprehensive Income

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

16.Comprehensive Income

16.

Comprehensive Income

The changes in the components of other comprehensive income (loss), net of taxes, were as follows:


	Three months ended October 31,						Nine months ended October 31,
	2009			2008			2009			2008
Net income	$	29.5		$	104.5		$	7.9		$	289.0
Other comprehensive income (loss):
Net gain (loss) on derivative instruments, net of taxes		(2.4	)		11.5			(6.3	)		11.5
Change in net unrealized gain (loss) on available-for-sale securities, net of tax benefit		0.9			—			1.1			(0.1	)
Net change in cumulative foreign currency translation gain (loss)		6.6			(37.5	)		20.1			(31.3	)

Other comprehensive income (loss)		5.1			(26.0	)		14.9			(19.9	)

Total comprehensive income	$	34.6		$	78.5		$	22.8		$	269.1

During the three and nine months ended October 31, 2009, Autodesk entered into foreign currency instruments to hedge its exposure to foreign currency exchange. These hedges resulted in $2.4 million and $6.3 million of other comprehensive loss during the three and nine months ended October 31, 2009, respectively. See Note 4, “Financial Instruments and Hedging Activities,” for further information regarding Autodesk’s foreign currency instruments.

17.Net Income Per Share

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

17.Net Income Per Share

17.

Net Income Per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period, including restricted stock awards and excluding unvested stock options and restricted stock units. Diluted net income per share is based upon the weighted average shares of common stock outstanding for the period and dilutive potential common shares, including the effect of unvested stock options and restricted stock units under the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts:


	Three months ended October 31,				Nine months ended October 31,
	2009		2008		2009		2008
Numerator:
Net income	$	29.5	$	104.5	$	7.9	$	289.0

Denominator:
Denominator for basic net income per share—weighted average shares		229.6		225.3		228.5		225.2
Effect of dilutive securities		3.3		5.1		2.6		6.0

Denominator for dilutive net income per share		232.9		230.4		231.1		231.2

Basic net income per share	$	0.13	$	0.46	$	0.03	$	1.28

Diluted net income per share	$	0.13	$	0.45	$	0.03	$	1.25

The computation of diluted net income per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the period. For the three months ended October 31, 2009 and 2008, 17.6 million and 17.1 million potentially dilutive shares, respectively, were excluded from the computation of diluted net income per share. For the nine months ended October 31, 2009 and 2008, 22.3 million and 15.6 million potentially dilutive shares, respectively, were excluded from the computation of diluted net income per share.

18.Segments

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

18.Segments

18.

Segments

Autodesk reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. Autodesk has four reportable segments: Platform Solutions and Emerging Business (“PSEB”), Architecture, Engineering and Construction (“AEC”), Manufacturing (“MFG”) and Media and Entertainment (“M&E”). Location Services, which Autodesk disposed of in February 2009, is not included in any of the above reportable segments, and is reflected as Other. Autodesk has no material inter-segment revenue.

The PSEB, AEC and MFG segments derive revenue from the sale of licenses for software products and services to customers who design, build, manage or own building, manufacturing and infrastructure projects. The M&E segment derives revenue from the sale of products to creative professionals, post-production facilities, and broadcasters for a variety of applications, including feature films, television programs, commercials, music and corporate videos, interactive game production, web design and interactive web streaming.

PSEB, consisting of Autodesk’s core platform, its AutoCAD product, underpins the Company’s design offerings for all industries. Autodesk’s AutoCAD product provides a platform for Autodesk’s developer partners to build custom solutions for a range of diverse design-oriented markets and for AEC and MFG to offer tailored versions of AutoCAD for their markets. PSEB’s revenue primarily includes revenue from sales of licenses of Autodesk’s 2D horizontal products, AutoCAD and AutoCAD LT.

AEC solutions enable customers and their clients to reduce inefficiencies in building design, civil engineering, and construction. AEC solutions also support information needs across the project lifecycle. The segment’s solutions include advanced technology for building information modeling (“BIM”), AutoCAD-based design and documentation productivity software, and collaborative project management software. BIM, a paradigm for building and civil engineering design, documentation and construction, enables users to exchange and analyze complex design and construction information in digital form and through its use enables users to design and construct more environmentally sustainable or “green” projects through analysis of land use, drainage patterns, materials, quantities, energy use, and lighting in a virtual model. AEC also includes technology developed specifically for Geospatial and Process and Power design markets. AEC’s revenue primarily includes revenue from the sales of licenses of Autodesk Revit, AutoCAD Civil 3D and AutoCAD Architecture products.

MFG provides the manufacturing industry with comprehensive design, data management and digital prototyping solutions, enabling customers to rapidly adopt 3D model-based design, create and validate designs in simple 2D or 3D environments, and manage designs from the conceptual design phase through the manufacturing phase. MFG’s revenue primarily includes revenue from the sales of licenses of Autodesk Inventor, AutoCAD Mechanical and Autodesk Moldflow products.

M&E is comprised of two product groups: Animation, including design visualization, and Advanced Systems. Animation products such as Autodesk 3ds Max and Autodesk Maya provide advanced tools for 3D modeling, animation, rendering solutions, and design visualization and visual effects production. Advanced Systems products provide color grading, editing, finishing and visual effects, compositing, media mastering and encoding technology and increase the productivity of creative professionals.

All of Autodesk’s reportable segments distribute their respective products primarily through authorized resellers and distributors and, to a lesser extent, through direct sales to end-users.

In the third quarter of fiscal 2010, Autodesk changed its methodology for allocating certain revenue transactions, including gains and losses from foreign currency. Revenue by country, product type and business segment for certain prior periods have been reclassified to conform to the current presentation. As a result of the change in revenue allocation methodology, gross profit by business segment for certain prior periods has also been reclassified to conform to the current presentation. The change in methodology did not have a material impact on any period. Autodesk evaluates each segment’s performance on the basis of gross profit. Autodesk currently does not separately accumulate and report asset information by segment except for goodwill, which is disclosed in Note 12, “Goodwill.” Information concerning the operations of Autodesk’s reportable segments was as follows:


	Three months ended October 31,						Nine months ended October 31,
	2009			2008			2009			2008
Net revenue:
Platform Solutions and Emerging Business	$	154.3		$	239.4		$	459.6		$	728.8
Architecture, Engineering and Construction		124.8			164.0			375.9			495.1
Manufacturing		89.7			123.8			279.0			373.6
Media and Entertainment		48.1			73.0			142.7			209.5
Other		—			6.9			0.4			18.4

	$	416.9		$	607.1		$	1,257.6		$	1,825.4

Gross profit:
Platform Solutions and Emerging Business	$	146.5		$	231.0		$	432.8		$	696.2
Architecture, Engineering and Construction		113.3			152.5			339.9			457.5
Manufacturing		83.7			116.5			257.4			348.7
Media and Entertainment		38.1			56.7			107.6			157.8
Unallocated ⁽¹⁾		(9.7	)		(2.5	)		(27.5	)		(5.4	)

	$	371.9		$	554.2		$	1,110.2		$	1,654.8

⁽¹⁾	Unallocated amounts primarily relate to corporate expenses and other costs and expenses that are managed outside the reportable segments, including amortization of purchased technology and stock-based compensation expense.

Information regarding Autodesk’s operations by geographic area was as follows:


	Three months ended October 31,				Nine months ended October 31,
	2009		2008		2009		2008
Net revenue:
Americas
U.S.	$	131.9	$	178.1	$	394.5	$	503.2
Other Americas		31.5		38.4		91.8		107.3

Total Americas		163.4		216.5		486.3		610.5

Europe, Middle East and Africa		159.3		258.0		483.4		784.2

Asia Pacific
Japan		39.9		51.2		130.1		169.4
Other Asia Pacific		54.3		81.4		157.8		261.3

Total Asia Pacific		94.2		132.6		287.9		430.7

Total net revenue	$	416.9	$	607.1	$	1,257.6	$	1,825.4

19.Subsequent Events

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

19.Subsequent Events

19.

Subsequent Events

In addition to the subsequent events discussed previously, the following events occurred subsequent to October 31, 2009 and prior to December 8, 2009, which represents the date the financial statements were issued.

On November 2, 2009, Autodesk completed the acquisition of all the outstanding shares of PlanPlatform Ltd. (“PlanPlatform”) for approximately $19.7 million cash. PlanPlatform develops software services and solutions for the engineering and manufacturing sectors. PlanPlatform will be integrated into Autodesk’s PSEB segment.

Document Information	9 Months Ended
Document Information	Oct. 31, 2009
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 31, 2009

Entity Information - shares	9 Months Ended
Entity Information - shares	Oct. 31, 2009	Nov. 30, 2009
Trading Symbol	ADSK
Entity Registrant Name	AUTODESK INC
Entity Central Index Key	0000769397
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		229,719,532