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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) November 16, 2006
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AUTODESK, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-14338 94-2819853
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
111 McInnis Parkway
San Rafael, California 94903
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(Address of principal executive offices, including zip code)
(415) 507-5000
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(Registrant's telephone number, including area code)
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(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 November 16, 2006, Autodesk, Inc. issued a press release reporting
certain financial results for the three months ended October 31, 2006. The press
release is furnished herewith as Exhibit 99.1 and is incorporated herein by
reference.
Non-GAAP Financial Measures
To supplement Autodesk's consolidated financial statements presented on
a GAAP basis, we provide investors with certain non-GAAP measures,
including future non-GAAP operating margins. For our internal budgeting
and resource allocation process, Autodesk's management uses non-GAAP
financial information that does not include: (a) the stock-based
compensation impact of SFAS 123R, (b) certain large and non-recurring
litigation expenses, and (c) amortization of purchased intangibles and
purchases of incomplete technology that result in an in-process
research and development expense. Autodesk's management uses these
non-GAAP financial measures in making operating decisions because we
believe the measures provide meaningful supplemental information
regarding Autodesk's operational performance. In addition, these
non-GAAP financial measures facilitate management's internal
comparisons to our historical operating results and comparisons to
competitors' operating results.
As described above, Autodesk excludes the following items from its
non-GAAP measures:
A. Stock compensation impact of SFAS 123R. These expenses consist of
expenses for employee stock options and employee stock purchases
under SFAS 123(R). Autodesk excludes stock-based compensation
expenses from our non-GAAP measures primarily because they are
non-cash expenses and management finds it useful to exclude
certain non-cash charges to assess the appropriate level of
various operating expenses to assist in budgeting, planning and
forecasting future periods. Further, as Autodesk applies SFAS
123R, we believe that it is useful to investors to understand the
impact of the application of SFAS 123R to our results of
operations.
B. Certain litigation expenses. These expenses relate to the
Company's accrual of certain litigation matters where Autodesk
determined that (1) it is probable that a liability has been
incurred and (2) the amount of loss could be reasonably estimated.
Autodesk excludes this from its non-GAAP measures because it does
not consider it to be reflective of ongoing operating results in
the applicable period.
C. Amortization of purchased intangibles and in-process research and
development expenses. Autodesk incurs amortization of
acquisition-related purchased intangible assets and charges
related to in-process research and development, primarily in
connection with its acquisition of certain businesses, such as
Alias in January 2006. The amortization of purchased intangibles
from a business combination is generally a non-cash expense and
management finds it useful to exclude certain non-cash charges to
assess the appropriate level of various operating expenses to
assist in budgeting, planning and forecasting future periods.
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There are limitations in using non-GAAP financial measures because the
non-GAAP financial measures are not prepared in accordance with
generally accepted accounting principles and may be different from
non-GAAP financial measures used by other companies. In addition, the
non-GAAP financial measures are limited in value because they exclude
certain items that may have a material impact upon our reported
financial results. Management compensates for these limitations by
analyzing current and future results on a GAAP basis as well as a
non-GAAP basis and also by providing GAAP operating margin in our
earnings release. The presentation of non-GAAP financial information is
not meant to be considered in isolation or as a substitute for the
directly comparable financial measures prepared in accordance with
generally accepted accounting principles in the United States. The
non-GAAP financial measures are meant to supplement, and be viewed in
conjunction with, GAAP financial measures. Investors should review the
reconciliation of the non-GAAP financial measures to their most
directly comparable GAAP financial measures as provided in the tables
accompanying our press release.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated as of November 16, 2006, entitled "Autodesk
Reports Record Revenues of $457 Million."
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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
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Andrew D. Miller
Vice President,
Chief Accounting Officer and
Corporate Controller
(Principal Accounting Officer
and Duly Authorized Officer)
Date: November 16, 2006
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated as of November 16, 2006, entitled "Autodesk
Reports Record Revenues of $457 Million."
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