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 26,
2009
Autodesk,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-14338
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94-2819853
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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 26, 2009, Autodesk, Inc. issued a press release reporting
financial results for the fourth quarter and fiscal year ended January 31,
2009. The press release is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
This
information shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Non-GAAP Financial
Measures
To
supplement Autodesk’s consolidated financial statements presented on a GAAP
basis, the press release furnished herewith as Exhibit 99.1 provides
investors with certain non-GAAP measures, including historical non-GAAP net
earnings and historical and future non-GAAP net earnings per diluted share. For
our internal budgeting and resource allocation process, Autodesk’s management
uses these non-GAAP measures that do not include: (a) the stock-based
compensation impact of SFAS 123R, (b) amortization of purchased intangibles and
purchases of technology that result in in-process research and development
expense, (c) certain payments to employees for tax issues arising from
Autodesk’s voluntary stock option review, (d) asset impairments, (e) investment
impairments, (f) restructuring charges and (g) the income tax effects on the
difference between GAAP and non-GAAP costs and expenses. Autodesk’s management
uses these non-GAAP measures in making operating decisions because we believe
the measures provide meaningful supplemental information regarding Autodesk’s
earning potential. In addition, these non-GAAP financial measures facilitate
comparisons to competitors’ historical results and operating
guidance.
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-based compensation under SFAS 123R. 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.
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 and
technologies. The amortization of purchased intangibles from business
combinations varies depending on the level of acquisition activity and
management finds it useful to exclude these variable charges to assess the
appropriate level of various operating expenses to assist in budgeting, planning
and forecasting future periods.
C.
Reimbursement to employees for tax issues arising from the voluntary stock
option review. This expense consists of payments made to our employees relating
to tax payments they may incur as a result of our voluntary stock option review.
Autodesk excludes these payments from our non-GAAP measures primarily
because they are non-recurring items and management finds it useful to
exclude these charges to assess the appropriate level of various operating
expenses to assist in budgeting, planning and forecasting future
periods.
D. Asset
impairments. This is a non-cash charge to write-down goodwill and intangible
assets to fair value when there was an indication that the asset was impaired.
As explained above, 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.
E.
Investment impairments. This is a non-cash charge to write-down an investment to
fair value when there was an indication that the investment was impaired. As
explained above, 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.
F.
Restructuring charges. These expenses are associated with realigning our
business strategies based on current economic conditions. In connection with
these restructuring actions, we recognize costs related to termination benefits
for former employees whose positions were eliminated, and the closure of
facilities and cancelation of certain contracts. We exclude these charges
because these expenses are not reflective of ongoing operating results in the
current period.
G. Income
tax effects. The income tax effects that are excluded from the non-GAAP measures
relate to the tax impact on the difference between GAAP and non-GAAP costs and
expenses, primarily due to differences in the timing of when income tax benefits
are recognized for stock compensation and purchased intangibles for GAAP and
non-GAAP measures.
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 measures 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
information regarding non-GAAP financial measures provided in our press
release.
Item
2.06. Material Impairments.
On
February 25, 2009, Autodesk concluded that it will be required to record an
impairment charge to reduce the carrying value of its goodwill and intangible
assets, primarily in its Media and Entertainment segment, largely as a result of
a sustained decline in its market capitalization and a decline in its forecasted
future cash flows from its Media and Entertainment segment. Autodesk expects to
record a material non-cash charge in the fiscal quarter ended January 31, 2009
of $129 million, consisting of $128 million of goodwill and $1 million of
intangible assets.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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Press
release dated as of February 26, 2009, entitled “Autodesk Reports
Fourth Quarter and Full Year Fiscal 2009 Financial
Results.”
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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.
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AUTODESK,
INC.
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By:
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/s/ Carl
Bass |
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Carl
Bass |
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Chief
Executive Officer, President and Interim Chief Financial
Officer
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Date: February 26,
2009
EXHIBIT
INDEX
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99.1
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Press
release dated as of February 26, 2009, entitled “Autodesk Reports
Fourth Quarter and Full Year Fiscal 2009 Financial
Results.”
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