Autodesk Fiscal 2005 Revenues Increase 30 Percent
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Autodesk Fiscal 2005 Revenues Increase 30 Percent

GAAP EPS Increases 73 Percent

SAN RAFAEL, Calif., Feb. 22 /PRNewswire-FirstCall/ -- Autodesk Inc. (NASDAQ: ADSK) today announced financial results for its fourth fiscal quarter ended January 31, 2005. For the fourth quarter, Autodesk reported net revenues of $356 million, a 21 percent increase over $295 million reported in the fourth quarter of the prior year.

Fourth quarter net income increased to $66 million on a GAAP basis, compared to $58 million in the prior year. GAAP EPS was $0.26 per diluted share compared to $0.24 in the prior year. Fourth quarter GAAP net income included a $12 million pre-tax restructuring charge. In the fourth quarter of the prior year, GAAP net income included a tax benefit of $7 million and a $3 million pre-tax restructuring charge. Excluding these items, pro-forma net income for the fourth quarter was $75 million, compared to $53 million in the prior year. Pro-forma EPS per diluted share was $0.30 in the fourth quarter, and $0.22 in the fourth quarter of the prior year.

"Autodesk executed flawlessly again this quarter," said Carol Bartz, Autodesk chairman and CEO. "We had an outstanding year, exceeding all of our financial projections. Our results demonstrate that our strategies are working, our product portfolio is strong, and our customers are satisfied."

Autodesk's performance was driven by strong growth in revenues from new seats and subscriptions, increasing penetration of its 3D products, and continued improvement in productivity and efficiency.

Fourth quarter revenues from new commercial seats increased 46 percent over the prior year, as customers continued to respond to the innovation, quality, easy implementation, ease of use and quick ROI of Autodesk products. Revenues from new commercial seats of AutoCAD(R) increased 56 percent over the prior year.

Full year combined revenues from subscriptions and upgrades increased 26 percent over fiscal 2004. Consistent with company strategy, subscription revenues, which are labeled as maintenance on the financial statements, grew faster than upgrades, increasing 54% over last year. Upgrade revenues increased 12 percent over fiscal 2004. Combined revenues from subscriptions and upgrades continue to represent approximately one-third of total annual revenues.

The company's 3D products continue to increase their market share. In the fourth quarter of fiscal 2005, revenues from Autodesk Inventor(R)Series, Autodesk Inventor Professional, Autodesk Revit(R), Autodesk AutoCAD Revit Series, Autodesk Map(R) 3D and Autodesk Civil 3D(TM), increased 49 percent over the prior year. For the fourth consecutive year, the Inventor product line was the world's best selling mechanical design software.

Autodesk continued to demonstrate progress in improving its profitability. Fourth quarter GAAP operating margins increased 2 percentage points over the prior year to 22 percent. Pro-forma operating margins increased 4 percentage points over the prior year to 25 percent.

"We are very optimistic about the coming year and therefore are raising our guidance," said Bartz. "In March, we will launch the strongest product portfolio in the company's history, including significant new releases of all of our major products. Our 3D products continue to increase penetration and market awareness of our lifecycle management solutions is growing. We remain firmly committed to continuous improvements in productivity. I have never been more enthusiastic about Autodesk's opportunities."

Full Year Fiscal Review

Fiscal 2005 revenues increased 30 percent over last year to $1.234 billion. Net income for fiscal 2005 increased to $222 million on a GAAP basis, compared to $120 million last year. GAAP EPS was $0.90 per diluted share compared to $0.52 for fiscal 2004. GAAP net income includes tax benefits totaling $24 million, as well as pre-tax restructuring charges of $27 million. Fiscal 2004 GAAP net income included tax benefits totaling $27 million and a $3 million pre-tax restructuring charge. Excluding these items, pro-forma net income for fiscal 2005 was $218 million and $96 million in the prior year. Pro-forma EPS per diluted share was $0.88 in fiscal 2005 and $0.42 in the prior year. Once again, GAAP net income was higher than pro-forma.

A reconciliation of the above non-GAAP net income and EPS amounts to the corresponding GAAP net income and EPS amounts is provided at the end of this press release.

Business Outlook

The following statements are forward looking statements which are based on current expectations and which involve risks and uncertainties some of which are set forth below.

First Quarter Fiscal 2006

Net revenues for the first quarter of fiscal 2006 are currently expected to be in the range of $335 million to $345 million. GAAP earnings per diluted share are currently expected to be in the range of $0.26 to $0.28.

Second Quarter Fiscal 2006

Net revenues for the second quarter of fiscal 2006 are currently expected to be in the range of $330 million to $340 million. Operating expenses are expected to increase in the second quarter due to increasing investments in growth initiatives. GAAP earnings per diluted share are currently expected to be in the range of $0.21 to $0.23.

Full Year Fiscal 2006

For fiscal year 2006, net revenues are currently expected to be in the range of $1,360 million to $1,410 million. GAAP earnings per diluted share are currently expected to be in the range of $1.05 to $1.10. Guidance for fiscal year 2006 does not take into account the impact of expected required stock option expensing.

All fiscal 2006 EPS guidance ranges are based on the new 20 percent estimated effective tax rate. The company believes its effective tax rate will revert back to the historical effective tax rate of approximately 24 percent in fiscal year 2007.

Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties, including statements in the paragraphs under "Business Outlook" above, statements regarding our expected effective tax rate and other statements regarding our anticipated performance. Factors that could cause actual results to differ materially include the following: general market and business conditions, changes in accounting rules, particularly related to stock option expensing, failure to achieve sufficient sell-through in our channels for new or existing products, failure of key new applications to achieve anticipated levels of customer acceptance, pricing pressure, failure to achieve anticipated cost reductions and productivity increases, delays in the release of new products and services, failure to achieve continued success in technology advancements, changes in foreign currency exchange rates, failure to successfully integrate new or acquired businesses, the financial and business condition of our reseller and distribution channels, renegotiation or termination of royalty or intellectual property arrangements, failure to achieve continued migration from 2D products to 3D products, failure to grow lifecycle management or collaboration products, and unanticipated impact of accounting for technology acquisitions.

Further information on potential factors that could affect the financial results of Autodesk are included in the company's report on Form 10-K for the year ended January 31, 2004, and Form 10-Q for the quarter ended October 31, 2004, which are on file with the Securities and Exchange Commission.

Autodesk will host its fourth quarter earnings announcement today at 5:00 p.m. Eastern Time. The live announcement may be accessed at 800-291-9234 (passcode: 25553104). An audio webcast will also be available beginning at 5:00 p.m. Eastern Time at http://www.autodesk.com/investor. A replay of this webcast will be maintained on our website for at least twelve months.

About Autodesk

Autodesk, Inc. is wholly focused on ensuring that great ideas are turned into reality. With more than six million users, Autodesk is the world's leading software and services company for the building, manufacturing, infrastructure, digital media, and wireless data services fields. Autodesk's solutions help customers create, manage, and share their data and digital assets more effectively. As a result, customers turn ideas into competitive advantage by becoming more productive, streamlining project efficiency, and maximizing profits.

Founded in 1982, Autodesk is headquartered in San Rafael, California. For additional information about Autodesk, please visit http://www.autodesk.com/.

NOTE: Autodesk, AutoCAD, Autodesk Inventor, Autodesk Map, Civil 3D and Revit are either trademarks or registered trademarks of Autodesk, Inc., in the United States and/or other countries. All other brand names, product names, or trademarks belong to their respective holders.

    Investors:
    Sue Pirri, 
Email Contact, 415-507-6467
    John Clancy, 
Email Contact 415-507-6373

    Press:
    Nicole Pack, 
Email Contact, 415-507-6282


  Autodesk, Inc.
  Consolidated Statements of Income
  (In thousands, except per share data)

                                  Three Months Ended        Year Ended
                                      January 31,           January 31,
                                    2005      2004        2005      2004
                                      (Unaudited)     (Unaudited) (Audited)
  Net revenues:
     License and other             $303,704  $262,119  $1,057,108  $836,737

     Maintenance                     52,451    33,191     176,659   114,906

        Total net revenues          356,155   295,310   1,233,767   951,643

  Costs and expenses:
     Cost of license and other
      revenues                       39,561    32,535     152,446   132,727

     Cost of maintenance revenues     4,400     4,696      16,997    15,401

     Marketing and sales            134,435   115,652     461,932   393,234

     Research and development        63,239    55,102     239,404   209,349

     General and administrative      24,559    26,393     101,415    91,512

     Restructuring                   11,811     3,183      26,700     3,183

        Total costs and expenses    278,005   237,561     998,894   845,406

  Income from operations             78,150    57,749     234,873   106,237

  Interest and other income, net      4,059     8,812      11,455    16,959

  Income before income taxes         82,209    66,561     246,328   123,196

  Provision for income taxes        (16,441)   (8,961)    (24,820)   (2,880)

  Net income                        $65,768   $57,600    $221,508  $120,316

  Basic net income per share          $0.29     $0.26       $0.98     $0.54

  Diluted net income per share        $0.26     $0.24       $0.90     $0.52

  Shares used in computing basic
   net income per share             227,821   222,929     227,036   222,993

  Shares used in computing diluted
   net income per share             252,674   239,674     246,977   231,304


  Autodesk, Inc.
  Pro Forma Consolidated Statements of Income
  (See pro forma adjustments listed in the tables below)
  (In thousands, except per share data)

                                   Three Months Ended       Year Ended
                                       January 31,          January 31,
                                     2005      2004       2005       2004
                                      (Unaudited)           (Unaudited)
  Net revenues:
     License and other             $303,704  $262,119  $1,057,108  $836,737

     Maintenance                     52,451    33,191     176,659   114,906

        Total net revenues          356,155   295,310   1,233,767   951,643

  Costs and expenses:
     Cost of license and other
      revenues                       39,561    32,535     152,446   132,727

     Cost of maintenance revenues     4,400     4,696      16,997    15,401

     Marketing and sales            134,435   115,652     461,932   393,234

     Research and development        63,239    55,102     239,404   209,349

     General and administrative      24,559    26,393     101,415    91,512

        Total costs and expenses    266,194   234,378     972,194   842,223

  Income from operations             89,961    60,932     261,573   109,420

  Interest and other income, net      4,059     8,812      11,455    16,959

  Income before income taxes         94,020    69,744     273,028   126,379

  Provision for income taxes        (18,804)  (16,739)    (54,606)  (30,332)

  Pro forma net income              $75,216   $53,005    $218,422   $96,047

  Basic pro forma net income per
   share                              $0.33     $0.24       $0.96     $0.43

  Diluted pro forma net income per
   share                              $0.30     $0.22       $0.88     $0.42

  Shares used in computing basic
   pro forma net income per
   share                            227,821   222,929     227,036   222,993

  Shares used in computing diluted
   pro forma net income per
   share                            252,674   239,674     246,977   231,304


                                     Three Months Ended       Year Ended
                                         January 31,          January 31,
                                       2005      2004       2005      2004
                                        (Unaudited)          (Unaudited)

  A reconciliation between operating
   expenses on a GAAP basis and
   pro forma operating expenses is
   as follows:

  GAAP costs and expenses            $278,005  $237,561  $998,894  $845,406

  Restructuring                       (11,811)   (3,183)  (26,700)   (3,183)

  Pro forma costs and expenses       $266,194  $234,378  $972,194  $842,223

  A reconciliation between income
   from operations on a GAAP basis
   and pro forma income from operations
   is as follows:

  GAAP income from operations         $78,150   $57,749  $234,873  $106,237

  Restructuring                        11,811     3,183    26,700     3,183

  Pro forma income from operations    $89,961   $60,932  $261,573  $109,420

  A reconciliation between provision
   for income taxes on a GAAP basis
   and pro forma provision for
   income taxes is as follows:

  GAAP provision for income taxes    $(16,441)  $(8,961) $(24,820)  $(2,880)

  Income tax effect on restructuring
   at the normalized rate              (2,363)     (765)   (5,341)     (765)

  Dividends received deduction
   benefit for prior fiscal years          --        --   (15,540)       --

  Non-recurring tax benefit                --    (7,013)   (8,905)  (26,687)

  Pro forma provision for income
   taxes                             $(18,804) $(16,739) $(54,606) $(30,332)

  A reconciliation between net
   income on a GAAP basis and
   pro forma net income is as
   follows:

  GAAP net income                     $65,768   $57,600  $221,508  $120,316

  Restructuring                        11,811     3,183    26,700     3,183

  Income tax effect on restructuring
   at the normalized rate              (2,363)     (765)   (5,341)     (765)

  Dividends received deduction
   benefit for prior fiscal years          --        --   (15,540)       --

  Non-recurring tax benefit                --    (7,013)   (8,905)  (26,687)

  Pro forma net income                $75,216   $53,005  $218,422   $96,047

  A reconciliation between diluted
   net income per share on a GAAP
   basis and diluted pro forma
   net income per share is as follows:

  GAAP diluted net income per share     $0.26     $0.24     $0.90     $0.52

  Restructuring                         $0.05     $0.01     $0.11     $0.02

  Income tax effect on restructuring
   at the normalized rate              $(0.01)     $ --    $(0.02)     $ --

  Dividends received deduction
   benefit for prior fiscal years        $ --      $ --    $(0.07)     $ --

  Non-recurring tax benefit              $ --    $(0.03)   $(0.04)    (0.12)

  Pro forma diluted net income per
   share                                $0.30     $0.22     $0.88     $0.42

To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses pro forma measures of operating results, net income and net income per share, which are adjusted to exclude certain costs, expenses, gains and losses we believe appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of Autodesk's underlying operational results and trends and our marketplace performance. For example, the pro forma results are an indication of our baseline performance before gains, losses or other charges that are considered by management to be outside of our core operating results. In addition, these adjusted pro forma results are among the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or diluted net income per share prepared in accordance with generally accepted accounting principles in the United States.

  Autodesk, Inc.
  Consolidated Balance Sheets
  (In thousands)

                                              January 31,        January 31,
                                                  2005              2004
                                              (Unaudited)        (Audited)

  ASSETS:

  Current assets:
    Cash and cash equivalents                   $517,654          $282,249
    Marketable securities                         15,038            81,275
    Accounts receivable, net                     196,827           166,816
    Inventories                                   12,545            17,365
    Deferred income taxes                         14,250            25,410
    Prepaid expenses and other current
     assets                                       25,483            24,137
  Total current assets                           781,797           597,252


  Marketable securities                               --           165,976

  Computer equipment, software,
   furniture and leasehold
   improvements, at cost:
    Computer equipment, software and
     furniture                                   191,656           206,319
    Leasehold improvements                        32,586            34,526
    Less accumulated depreciation               (154,676)         (174,371)
  Net                                             69,566            66,474

  Purchased technologies and
   capitalized software, net                       9,319            19,378
  Goodwill                                       166,628           160,094
  Deferred income taxes, net                     105,061                --
  Other assets                                     9,833             7,986
                                              $1,142,204        $1,017,160


  LIABILITIES AND STOCKHOLDERS' EQUITY:

  Current liabilities:
    Accounts payable                             $46,234           $52,307
    Accrued compensation                         144,145            92,830
    Accrued income taxes                          41,549            50,695
    Deferred revenues                            178,701           127,276
    Other accrued liabilities                     66,839            61,814
  Total current liabilities                      477,468           384,922

  Deferred income taxes, net                          --             7,849
  Deferred revenues                               15,528                --
  Other liabilities                                1,130             2,746

  Stockholders' equity:
    Preferred stock                                   --                --
    Common stock and additional paid-in
     capital                                     625,225           473,673
    Accumulated other comprehensive
     loss                                         (2,843)           (4,754)
    Deferred compensation                           (269)             (451)
    Retained earnings                             25,965           153,175
  Total stockholders' equity                     648,078           621,643
                                              $1,142,204        $1,017,160


  Autodesk, Inc.
  Condensed Consolidated Statements of Cash Flows
  (In thousands)

                                               January 31,       January 31,
                                                  2005              2004
                                               (Unaudited)        (Audited)

  Operating Activities
    Net income                                  $221,508          $120,316
    Adjustments to reconcile net income
     to net cash provided by operating
     activities:
         Depreciation and amortization            51,949            50,292
         Stock compensation expense                3,909             1,775
         Net loss on fixed asset
          disposals                                  556                --
         Write-downs of cost method
          investments                                 --               596
         Tax benefits from employee
          stock plans                            116,856                --
         Restructuring related charges,
          net                                      9,212             3,183
         Changes in operating assets
          and liabilities                        (30,858)           43,921
  Net cash provided by operating
   activities                                    373,132           220,083

  Investing Activities
    Net (purchases) sales and
     maturities of available-for-sale
     marketable securities                       230,674           (24,039)
    Capital and other expenditures               (40,835)          (25,852)
    Business combinations, net of cash
     acquired                                    (11,750)           (5,150)
    Other investing activities                    (2,449)           (3,951)
  Net cash provided by (used in)
   investing activities                          175,640           (58,992)

  Financing activities
    Proceeds from issuance of common
     stock, net of issuance costs                242,225           115,401
    Repurchases of common stock                 (546,408)         (178,463)
    Dividends paid                               (13,566)          (13,408)
  Net cash used in financing activities         (317,749)          (76,470)

  Effect of exchange rate changes on
   cash and cash equivalents                       4,382            11,251

  Net increase in cash and cash
   equivalents                                   235,405            95,872
  Cash and cash equivalents at
   beginning of year                             282,249           186,377
  Cash and cash equivalents at end of
   year                                         $517,654          $282,249

  Supplemental cash flow information:
    Net cash paid (received) during the
     year for income taxes                       $16,517          $(19,329)



  Fiscal Year 2005                 QTR 1  QTR 2   QTR 3    QTR 4  YTD2005
  Financial Statistics
   (in millions):
  Total net revenues              $297.9  $279.6  $300.2   $356.2 $1,233.8
    License and other
     revenues                     $260.5  $238.5  $254.5   $303.7 $1,057.1
    Maintenance revenues           $37.4   $41.1   $45.7    $52.5   $176.7

  Gross Margin                       86%     86%     86%      88%      86%

  GAAP Operating Expenses         $202.5  $190.0  $202.9   $234.0   $829.5
  GAAP Operating Margin              18%     18%     18%      22%      19%
  GAAP Net Income                  $42.5   $39.2   $74.1    $65.8   $221.5
  GAAP Net Income
   Per Share (diluted) (6)         $0.18   $0.16   $0.30    $0.26    $0.90

  Pro Forma Operating
   Expenses (1) (2)               $194.2  $186.3 $ 200.0  $ 222.2   $802.7
  Pro Forma Operating
   Margin (1) (3)                    21%     19%     19%      25%      21%
  Pro Forma Net
   Income (1) (4)                  $51.3   $44.2   $47.7    $75.2   $218.4
  Pro Forma Net
   Income Per Share
   (diluted) (1) (5) (6)           $0.22   $0.18   $0.19    $0.30    $0.88
  Total Cash and Marketable
   Securities                     $519.4  $571.7  $518.0   $532.7   $532.7
  Days Sales Outstanding              43      51      50       50       50
  Capital Expenditures              $5.9    $9.9   $13.5    $11.5    $40.8
  Cash from Operations             $55.2   $83.5   $90.8   $143.7   $373.1
  GAAP Depreciation and
   Amortization                    $12.5   $12.9   $13.2    $13.4    $52.0

  Revenue by Geography
   (in millions):
  Americas                        $121.5  $115.1  $137.0   $137.3   $510.9
  Europe                          $108.8   $98.9   $95.8   $140.2   $443.7
  Asia/Pacific                     $67.6   $65.6   $67.4    $78.7   $279.2

  Revenue by Division
   (in millions):
  Design Solutions Segment        $261.6  $243.8  $257.9   $314.0 $1,077.3
     Manufacturing
      Solutions Division           $44.8   $44.2   $50.4    $60.1   $199.5
     Infrastructure
      Solutions Division           $33.5   $31.4   $33.0    $40.3   $138.3
     Building Solutions
      Group                        $27.2   $28.8   $29.1    $39.3   $124.3
     Platform Technology
      Group and other             $156.1  $139.4  $145.4   $174.3   $615.2
  Discreet Segment                 $36.1   $35.3   $41.6    $41.0   $154.1

  Upgrade Revenue
   (in millions):
  Upgrade Revenue                  $66.2   $46.4   $55.8    $92.9   $261.3

  Deferred Maintenance
   Revenue (in millions):
  Deferred Maintenance
   Revenue Balance                 $96.7  $107.1  $113.0   $140.8   $140.8

  Operating Income (Loss)
   by Segment (in millions):
  Design Solutions                $124.2 $106.5   $115.8   $148.6   $495.2
  Discreet                          $1.8   $5.2     $5.4     $9.0    $21.4
  Unallocated amounts            $(72.5) $(62.3) $(67.4)  $(79.5) $(281.7)

  Headcount:
  Headcount                        3,409  3,443    3,437    3,477    3,477

  Common Stock Statistics (6):
  Stock Outstanding
  Pro Forma EPS
   Calcula-
   tion -
   diluted   238,565,000  250,607,000  248,045,000  252,674,000  246,977,000
  Stock
   Repur-
   chased     10,365,200    3,319,600    8,032,200    4,199,800   25,916,800

  Installed
   Base
   Statistics:
  AutoCAD
  Total AutoCAD-
   based
   Installed
   Base*       3,469,400    3,514,600    3,571,800    3,618,000   3,618,000
  Stand-alone
   AutoCAD                                                        2,490,000
  AutoCAD Mechanical                                                149,400
  AutoCAD Map                                                       203,700
  Architectural Desktop                                             383,900
  Land Desktop                                                      109,900
  *Includes
   prior period
   adjustment of
   approximately
   28,000 seats

  AutoCAD LT
   Installed Base                                                 2,677,900

  Total
   Inventor
   Installed
   Base          306,600      349,500       388,800     422,900     422,900

 (1) To supplement our consolidated financial statements presented on a GAAP
     basis, Autodesk uses pro forma measures of operating results, net
     income and net income per share, which are adjusted to exclude certain
     costs, expenses, gains and losses we believe appropriate to enhance an
     overall understanding of our past financial performance and also our
     prospects for the future. These adjustments to our GAAP results are
     made with the intent of providing both management and investors a more
     complete understanding of Autodesk's underlying operational results and
     trends and our marketplace performance. For example, the pro forma
     results are an indication of our baseline performance before gains,
     losses or other charges that are considered by management to be outside
     of our core operating results.
     In addition, these adjusted pro forma results are among the primary
     indicators management uses as a basis for our planning and forecasting
     of future periods. The presentation of this additional information is
     not meant to be considered in isolation or as a substitute for net
     income or diluted net income per share prepared in accordance with
     generally accepted accounting principles in the United States.


  (2) GAAP Operating
      Expenses                 $202.5  $ 190.0   $ 202.9   $ 234.0   $829.5
      Restructuring             $(8.3)   $(3.7)    $(2.9)   $(11.8)  $(26.7)
      Pro Forma Operating
       Expenses                $194.2  $ 186.3   $ 200.0   $ 222.2   $802.7

  (3) GAAP Operating
      Margin                      18%      18%       18%       22%      19%
      Restructuring                3%       1%        1%        3%       2%
      Pro Forma
       Operating Margin           21%      19%       19%       25%      21%

  (4) GAAP Net
      Income                  $42.505  $39.165   $74.070   $65.768 $221.508
      Restructuring            $8.250  $ 3.717   $ 2.922   $11.811 $ 26.700
      Income tax effect
       on restructuring (7)   $(1.650) $(0.744)  $(0.584)  $(2.363) $(5.341)
      Dividends Received
       Deduction benefit
       for current
       fiscal year (7)        $2.244  $ 2.054   $(4.298)     $ --      $ --

      Dividends Received
       Deduction benefit
       for prior
       fiscal years (7)         $ --     $ --  $(15.540)     $ --  $(15.540)
      Non-recurring
       tax benefit              $ --     $ --   $(8.905)     $ --   $(8.905)
      Pro Forma
       Net Income            $51.349  $44.192   $47.665   $75.216   $218.422

      Income tax effect
       on
       restructuring (7)     $(0.007) $(0.003)  $(0.002)  $(0.009)  $(0.022)
      Dividends Received
       Deduction benefit
       for current
       fiscal year (7)        $0.009  $ 0.008   $(0.017)     $ --      $ --

      Dividends Received
       Deduction benefit
       for prior
       fiscal years (7)         $ --     $ --  $(0.064)      $ --   $(0.063)
      Non-recurring
       tax benefit              $ --     $ --  $(0.036)      $ --   $(0.036)
      Pro Forma Net Income
       Per Share
       (diluted) (6)          $0.215  $ 0.176   $ 0.192   $ 0.298    $0.884


  (6) On November 16, 2004 the Board of Directors authorized a two-for-one
      stock split in the form of a stock dividend to stockholders of record
      as of December 6, 2004.  Historical common stock statistics and per
      share amounts have been restated to reflect the effect of the stock
      split.

  (7) In the third quarter of fiscal 2005, Autodesk determined that its
      consolidated fiscal year effective income tax rate declined from 24%
      to 20%. For purposes of comparison, we have assumed the new estimated
      effective income tax rate of 20% in calculating our pro forma net
      income and pro forma earnings per share for each individual quarter of
      fiscal 2005.

CONTACT: investors, Sue Pirri, Email Contact, or
+1-415-507-6467, or John Clancy, Email Contact, or +1-415-507-6373,
or press, Nicole Pack, Email Contact, or +1-415-507-6282, all of
Autodesk Inc.

Web site: http://www.autodesk.com/