Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported)
August
14, 2008
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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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
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
August
14, 2008, Autodesk, Inc. issued a press release reporting financial results
for
the quarter ended July 31, 2008. 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, and (d) 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.
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
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| 99.1 |
Press
release dated as of August 14, 2008, entitled “Autodesk Reports Record
Revenue of $620 Million in its Second Quarter of Fiscal
2009.”
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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
Chief
Executive Officer and
President
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Date:
August
14, 2008
EXHIBIT
INDEX
| 99.1 |
Press
release dated as of August 14, 2008 entitled “Autodesk Reports Record
Revenue of $620 Million in its Second Quarter of Fiscal
2009.”
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