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News Release

Autodesk Reports Record Revenues of $378 Million

Nov 17, 2005
Raises Guidance

SAN RAFAEL, Calif., Nov 17, 2005 /PRNewswire-FirstCall via COMTEX News Network/ -- Autodesk, Inc. (Nasdaq: ADSK) today announced financial results for its third fiscal quarter ended October 31, 2005. For the third quarter, Autodesk reported record net revenues of $378 million, a 26 percent increase over $300 million reported in the third quarter of the prior year.

Third quarter net income was $95 million, or $0.38 per diluted share on a GAAP basis and $77 million, or $0.31 per diluted share on a non-GAAP basis. The only adjustment to non-GAAP net income in the current quarter was the exclusion of $18 million in tax benefits. Net income in the third quarter of the prior year was $74 million, or $0.30 per diluted share on a GAAP basis, and $48 million, or $0.19 per diluted share on a non-GAAP basis.

"Solid execution drove another outstanding performance for Autodesk," said Carol Bartz, Autodesk chairman and CEO. "Revenues and profitability increased significantly over last year, driven by strong demand for our products across all divisions and all markets."

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

Unlike trends at most major software companies, revenues from new seats and emerging businesses continued to be strong, representing approximately two- thirds of total revenues in the third quarter. Revenues from new commercial seats increased 23 percent over the third quarter of the prior year.

Combined revenues from subscription and upgrades increased 34 percent over the third quarter of fiscal 2005. Consistent with company strategy, subscription revenues, which are called maintenance in the financial statements, increased 62 percent over last year. Combined revenues from subscription and upgrades continue to represent approximately one-third of total revenues.

The company's vertical and 3D products continue to increase their market penetration. In the third quarter, combined revenues from new commercial seats of the Autodesk Inventor Series, Autodesk Inventor Professional, Autodesk Revit Building, Autodesk AutoCAD Revit Series, Autodesk Revit Structure and Autodesk Civil 3D software increased more than 100 percent over the prior year.

During the quarter, Autodesk improved profitability. Operating margins increased to 25 percent on a GAAP and non-GAAP basis. Operating margins were 18 percent on a GAAP basis and 19 percent on a non-GAAP basis in the third quarter of last year.

"I am very confident about the future," said Bartz. "We are investing in the business to drive strong growth in the future. Despite the significant negative impact of foreign currency rates, we are raising our guidance for the fourth quarter and for fiscal 2007."

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.

Alias Acquisition Update

On October 4, 2005, Autodesk announced that it had signed a definitive agreement to acquire Alias. The company currently estimates that the transaction will close late in the fourth fiscal quarter ending January 31, 2006 or early in the first quarter of fiscal 2007, subject to satisfaction of normal regulatory and other closing conditions.

In the first six months after closing, this acquisition is expected to be dilutive to earnings on a non-GAAP basis. In determining the impact of the acquisition on non-GAAP earnings per share, we excluded in-process R&D expenses, acquisition-related restructuring costs, equity-based compensation expenses, and the reduction of deferred revenues assumed by Autodesk as required by US GAAP. In the first twelve months after closing, this acquisition is expected to be slightly accretive to earnings per share on a non-GAAP basis. Autodesk is currently unable to provide estimates of the future impact of this transaction on GAAP earnings per share.

All forward looking statements are for the Autodesk business on a standalone basis, not taking into account the potential impact of the Alias acquisition, unless specifically stated otherwise.

Fourth Quarter Fiscal 2006

Net revenues for the fourth quarter of fiscal 2006 are expected to be between $405 and $415 million. GAAP earnings per diluted share are expected to be between $0.34 and $0.36.

Full Year Fiscal 2006

For fiscal year 2006, net revenues are expected to be between $1.511 and $1.521 billion. GAAP earnings per diluted share are expected to be between $1.32 and $1.34. Non-GAAP earnings per diluted share are expected to be between $1.24 and $1.26. Non-GAAP earnings per share exclude non-recurring tax benefits.

First Quarter Fiscal 2007

Net revenues for the first quarter of fiscal 2007 are expected to be between $400 and $410 million. GAAP earnings per diluted share are expected to be between $0.25 and $0.27. Non-GAAP earnings per diluted share are expected to be between $0.31 and $0.33 excluding the impact of stock based compensation expenses.

Full Year Fiscal 2007

For fiscal year 2007, net revenues are expected to increase in the range of 10 to 12 percent as compared to current guidance for fiscal 2006. On a constant currency basis, projected net revenue growth would have been approximately three percentage points higher or 13 to 15 percent. GAAP earnings per diluted share are expected to be between $1.16 and $1.20. Non-GAAP earnings per diluted share are expected to be between $1.41 and $1.45. Non-GAAP earnings per share exclude the impact of stock based compensation expenses.

Fiscal 2006 EPS guidance is based on Autodesk's 20 percent estimated tax rate excluding non-recurring tax benefits. As previously indicated, Autodesk believes that its effective tax rate will increase in fiscal 2007. Autodesk now believes the effective tax rate will be 23 percent in fiscal year 2007.

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

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, the timing and degree of expected investments in growth opportunities, the timing of product releases and retirements, difficulties encountered in integrating the Alias business or in achieving expected earnings accretion, uncertainties as to the timing of the close of the Alias acquisition, failure to successfully integrate new or acquired businesses and technologies, 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 continued cost reductions and productivity increases, failure to achieve continued migration from 2D products to 3D products, unanticipated changes in tax rates, mix of geographic earnings, and tax laws, failure to achieve continued success in technology advancements, changes in foreign currency exchange rates, the financial and business condition of our reseller and distribution channels, renegotiation or termination of royalty or intellectual property arrangements, interruptions or terminations in the business of the company's third party developers, 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, 2005 and Form 10-Q for the quarter ended July 31, 2005, which are on file with the Securities and Exchange Commission.

Autodesk will host its third quarter earnings announcement today at 5:00 p.m. EDT. The live announcement may be accessed at 866-510-0707 or 617-597-5376 (passcode: 19818852). A replay of the call will be available at 4:00 p.m. PDT on our website at www.autodesk.com/investors or by dialing 888-286-8010 or 617-801-6888 (passcode: 40320593). An audio webcast will also be available beginning at 5:00 p.m. EDT at www.autodesk.com/investors. A replay of this webcast will be maintained on our website for at least twelve months.

About Autodesk

Autodesk, Inc. (Nasdaq: ADSK) is wholly focused on ensuring that great ideas are turned into reality. With 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 www.autodesk.com.

Autodesk, AutoCAD, Autodesk Inventor, 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, sue.pirri@autodesk.com, 415-507-6467
               John Clancy, john.clancy@autodesk.com, 415-507-6373

    Press:     Charles Bellfield, charles.bellfield@autodesk.com, 415-547-2498
               Nicole Pack, nicole.pack@autodesk.com, 415-507-6282


    Autodesk, Inc.
    Reconciliation of diluted net income per share on a GAAP basis to diluted
    net income per share on a non-GAAP basis
    Unaudited

                             Three months ended         Fiscal year ended
                              January 31, 2006          January 31, 2006
                            Low end     High end     Low end      High end
                            of range     of range     of range     of range
    Diluted net income
     per share on a
     GAAP basis              $0.34        $0.36        $1.32        $1.34

    Dividends received
     deduction benefit for
     the prior fiscal year      --           --       (0.05)       (0.05)

    Non-recurring
     tax benefits               --           --       (0.03)       (0.03)
    Non-GAAP diluted
     net income per share    $0.34        $0.36        $1.24        $1.26


    Autodesk, Inc.
    Reconciliation of diluted net income per share on a GAAP basis to diluted
    net income per share on a non-GAAP basis
    Unaudited

                             Three months ended         Fiscal year ended
                               April 30, 2006            January 31, 2007
                            Low end      High end     Low end       High end
                            of range     of range    of range      of range
    Diluted net income
     per share on a
     GAAP basis              $0.25        $0.27        $1.16        $1.20

    Stock based
     compensation expenses,
     net of taxes             0.06         0.06         0.25         0.25
    Non-GAAP diluted
     net income per share    $0.31        $0.33        $1.41        $1.45


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

                                   Three Months Ended    Nine Months Ended
                                      October 31,           October 31,
                                    2005       2004       2005       2004
                                      (Unaudited)           (Unaudited)
    Net revenues:
      License and other           $304,402   $254,450   $910,145   $753,404

      Maintenance                   73,860     45,708    196,220    124,208

        Total net revenues         378,262    300,158  1,106,365    877,612

    Costs and expenses:
       Cost of license
        and other revenues          40,762     39,184    119,302    112,885

      Cost of maintenance revenues   1,636      4,210     11,075     12,597

      Marketing and sales          136,349    113,205    397,765    327,497

      Research and development      74,034     59,942    212,881    176,165

      General and administrative    32,444     26,837     92,789     76,856

      Restructuring                     --      2,922         --     14,889

        Total costs and expenses   285,225    246,300    833,812    720,889

    Income from operations          93,037     53,858    272,553    156,723

    Interest and other income, net   3,167      2,801      9,011      7,396

    Income before income taxes      96,204     56,659    281,564    164,119

    Income tax (provision) benefit  (1,667)    17,411    (35,651)    (8,379)

    Net income                     $94,537    $74,070   $245,913   $155,740

    Basic net income per share       $0.41      $0.33      $1.08      $0.69

    Diluted net income per share     $0.38      $0.30      $0.99      $0.63

    Shares used in computing basic
     net income per share          229,577    227,823    228,687    227,344

    Shares used in computing diluted
     net income per share          249,462    248,045    247,979    245,492


    Autodesk, Inc.
    Non-GAAP Consolidated Statements of Income
    (See non-GAAP adjustments listed in the tables below)
    (In thousands, except per share data)

                                   Three Months Ended    Nine Months Ended
                                      October 31,           October 31,
                                     2005      2004      2005       2004
                                      (Unaudited)           (Unaudited)
    Net revenues:
      License and other           $304,402   $254,450   $910,145   $753,404

      Maintenance                   73,860     45,708    196,220    124,208

        Total net revenues         378,262    300,158  1,106,365    877,612

    Costs and expenses:
      Cost of license
       and other revenues           40,762     39,184    119,302    112,885

      Cost of maintenance revenues   1,636      4,210     11,075     12,597

      Marketing and sales          136,349    113,205    397,765    327,497

      Research and development      74,034     59,942    212,881    176,165

      General and administrative    32,444     26,837     92,789     76,856

        Total costs and expenses   285,225    243,378    833,812    706,000

    Income from operations          93,037     56,780    272,553    171,612

    Interest and other income, net   3,167      2,801      9,011      7,396

    Income before income taxes      96,204     59,581    281,564    179,008

    Provision for income taxes     (19,241)   (11,916)   (56,313)   (35,802)

    Non-GAAP net income            $76,963    $47,665   $225,251   $143,206

    Basic non-GAAP
     net income per share            $0.34      $0.21      $0.98      $0.63

    Diluted non-GAAP
     net income per share            $0.31      $0.19      $0.91      $0.58

    Shares used in computing basic
     non-GAAP net income per share 229,577    227,823    228,687    227,344

    Shares used in computing diluted
     non-GAAP net income per share 249,462    248,045    247,979    245,492


                                   Three Months Ended    Nine Months Ended
                                      October 31,          October 31,
                                     2005       2004       2005      2004
                                      (Unaudited)           (Unaudited)

    A reconciliation between
    operating expenses on a
    GAAP basis and non-GAAP
    operating expenses is as follows:

    GAAP costs and expenses       $285,225   $246,300   $833,812   $720,889

    Restructuring                       --     (2,922)        --    (14,889)

    Non-GAAP costs and expenses   $285,225   $243,378   $833,812   $706,000


    A reconciliation between income
    from operations on a GAAP basis
    and non-GAAP income from
    operations is as follows:

    GAAP income from operations    $93,037    $53,858   $272,553   $156,723

    Restructuring                       --      2,922         --     14,889

    Non-GAAP income
     from operations               $93,037    $56,780   $272,553   $171,612


    A reconciliation between
    (provision) benefit for
    income taxes on a GAAP basis
    and non-GAAP provision for
    income taxes is as follows:

    GAAP (provision) benefit
     for income taxes              $(1,667)   $17,411   $(35,651)   $(8,379)

    Income tax effect on
     restructuring at the
     normalized rate                    --       (584)        --     (2,978)

    Dividends received
     deduction benefit for the
     current fiscal year                --     (4,298)        --         --


    Dividends received deduction
     benefit for the prior
     fiscal year                   (10,613)   (15,540)   (12,530)   (15,540)

    Non-recurring tax benefit       (6,961)    (8,905)    (8,132)    (8,905)

    Non-GAAP provision
     for income taxes             $(19,241)  $(11,916)  $(56,313)  $(35,802)


    A reconciliation between
    net income on a GAAP basis and
    non-GAAP net income is as follows:

    GAAP net income                $94,537    $74,070   $245,913   $155,740

    Restructuring                       --      2,922         --     14,889

    Income tax effect on
     restructuring at the
     normalized rate                    --       (584)        --     (2,978)

    Dividends received deduction
     benefit for the
     current fiscal year                --     (4,298)        --         --


    Dividends received
     deduction benefit for the
     prior fiscal year             (10,613)   (15,540)   (12,530)   (15,540)

    Non-recurring tax benefit       (6,961)    (8,905)    (8,132)    (8,905)

    Non-GAAP net income            $76,963    $47,665   $225,251   $143,206


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

    GAAP diluted
     net income per share           $ 0.38     $ 0.30     $ 0.99     $ 0.63

    Restructuring                      $--     $ 0.01        $--     $ 0.06

    Income tax effect on
     restructuring at
     the normalized rate               $--     $(0.00)       $--     $(0.01)

    Dividends received
     deduction benefit for the
     current fiscal year               $--     $(0.02)       $--        $--


    Dividends received deduction
     benefit for the prior
     fiscal year                    $(0.04)    $(0.06)    $(0.05)    $(0.06)

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

    Non-GAAP diluted
     net income per share           $ 0.31     $ 0.19     $ 0.91     $ 0.58

To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses non-GAAP 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 non-GAAP 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 non-GAAP 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.
     Condensed Consolidated Balance Sheets
     (In thousands)

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

    ASSETS:

    Current assets:
      Cash and cash equivalents                     $390,878       $517,654
      Marketable securities                          157,062         15,038
      Accounts receivable, net                       201,769        196,827
      Inventories                                     15,112         12,545
      Deferred income taxes                           68,896         14,250
      Prepaid expenses and other current assets       26,069         25,483
    Total current assets                             859,786        781,797

    Computer equipment, software,
     furniture and leasehold improvements, net        60,132         69,566
    Purchased technologies and
    capitalized software, net                         16,253          9,319
    Goodwill                                         194,680        166,628
    Deferred income taxes, net                       141,425        105,061
    Other assets                                      18,353          9,833
                                                  $1,290,629     $1,142,204


    LIABILITIES AND STOCKHOLDERS' EQUITY:

    Current liabilities:
      Accounts payable                               $62,483        $46,234
      Accrued compensation                           101,980        140,622
      Accrued income taxes                            40,257         41,549
      Deferred revenues                              210,684        178,701
      Other accrued liabilities                       48,019         61,234
    Total current liabilities                        463,423        468,340

    Deferred revenues                                 32,440         15,528
    Other liabilities                                 17,665         10,258

    Stockholders' equity:
      Preferred stock                                     --             --
      Common stock and additional paid-in capital    752,748        625,225
      Accumulated other comprehensive loss            (7,661)        (2,843)
      Deferred compensation                             (307)          (269)
      Retained earnings                               32,321         25,965
    Total stockholders' equity                       777,101        648,078
                                                  $1,290,629     $1,142,204

    Autodesk, Inc.
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
                                                       Nine Months Ended
                                                          October 31,
                                                      2005           2004
                                                          (Unaudited)

    Operating Activities
    Net income                                      $245,913       $155,740
    Adjustments to reconcile net income to
    net cash provided by operating activities:
      Charge for acquired in-process
       research & development                          1,200             --
      Depreciation and amortization                   33,812         38,581
      Stock compensation expense                         392          2,915
      Net loss on fixed asset disposals                   52            321
      Tax benefits from employee stock plans         103,545         91,414
      Restructuring related charges, net                  --          4,773
      Changes in operating assets and liabilities    (83,748)       (64,318)
    Net cash provided by operating activities        301,166        229,426

    Investing Activities
      Net (purchases) sales and maturities
       of available-for-sale marketable securities  (142,010)       105,238
      Capital and other expenditures                 (15,318)       (29,291)
      Business combinations, net of cash acquired    (52,677)       (11,750)
      Other investing activities                          79         (1,487)
    Net cash (used in) provided by
     investing activities                           (209,926)        62,710

    Financing activities
      Proceeds from issuance of common stock,
       net of issuance costs                         127,110        211,456
      Repurchases of common stock                   (339,714)      (400,066)
      Dividends paid                                  (3,406)       (10,146)
    Net cash used in financing activities           (216,010)      (198,756)

    Effect of exchange rate changes
     on cash and cash equivalents                     (2,006)         1,519

    Net (decrease) increase in
     cash and cash equivalents                      (126,776)        94,899
    Cash and cash equivalents at beginning of year   517,654        282,249
    Cash and cash equivalents at end of period      $390,878       $377,148

    Supplemental cash flow information:
      Net cash paid during the period
       for income taxes                              $23,522        $12,123

  Supplemental non-cash investing activity:
    Accounts receivable and other receivable
     reductions as partial consideration
     in business combinations                         $2,371            $--


    Fiscal Year 2006       QTR 1       QTR 2        QTR 3   QTR 4  YTD2006
    Financial Statistics (in millions):

    Total net revenues    $355.1      $373.0       $378.3         $1,106.4
      License and
       other revenues     $296.4      $309.4       $304.4           $910.2
      Maintenance revenues $58.7       $63.6        $73.9           $196.2

    Gross Margin             88%         88%          89%              88%

    GAAP Operating
     Expenses             $221.0      $239.6       $242.8           $703.4
    GAAP Operating Margin    26%         24%          25%              25%
    GAAP Net Income        $76.1       $75.3        $94.5           $245.9
    GAAP Net Income
     Per Share (diluted)   $0.31       $0.30        $0.38            $0.99

    Non-GAAP Operating
     Expenses (1) (2)     $221.0      $239.6       $242.8           $703.4
    Non-GAAP Operating
     Margin (1) (3)          26%         24%          25%              25%
    Non-GAAP
     Net Income (1) (4)    $74.9       $73.4        $77.0           $225.3
    Non-GAAP
     Net Income Per Share
     (diluted) (1) (5)     $0.30       $0.29        $0.31            $0.91

    Total Cash
     and Marketable
     Securities           $537.8      $521.5       $547.9           $547.9
    Days Sales Outstanding    48          49           48               48
    Capital Expenditures   $ 5.5        $4.4         $5.4            $15.3
    Cash from Operations   $63.3      $113.0       $124.9           $301.2
    GAAP Depreciation
     and Amortization      $12.6       $11.7         $9.5            $33.8

    Revenue by Geography (in millions):
    Americas              $130.5      $141.3       $160.3           $432.1
    Europe                $134.1      $140.6       $133.4           $408.1
    Asia/Pacific           $90.5       $91.1        $84.6           $266.2

    Revenue by Division (in millions):
    Design Solutions
     Segment              $313.2      $325.8       $333.8           $972.8
      Manufacturing
       Solutions Division  $59.1       $60.2        $63.3           $182.6
      Infrastructure
       Solutions Division  $39.3       $42.4        $44.1           $125.8
      Building
       Solutions Division  $37.1       $43.0        $45.1           $125.3
      Platform Technology
       Division and other $177.7      $180.2       $181.3           $539.1

    Media and
     Entertainment Segment $41.2       $45.1        $42.9           $129.3

    Upgrade Revenue
     (in millions):
    Upgrade Revenue        $64.6       $71.0        $63.6           $199.2

    Deferred Maintenance
     Revenue (in millions):
    Deferred Maintenance
     Revenue Balance      $166.1      $179.2       $185.0           $185.0

    Operating Income
     (Loss) by Segment
     (in millions):
    Design Solutions      $151.5      $155.0       $161.4           $467.9
    Media
     and Entertainment     $ 8.4        $9.5         $5.5            $23.4
    Unallocated amounts   $(69.3)     $(75.6)      $(73.8)         $(218.7)

    Common Stock
     Statistics:
    Stock
     Outstanding     228,612,000 228,412,000  230,179,000       230,179,000
    Fully Diluted
     Shares
     Outstanding     249,272,000 250,310,000  249,462,000       247,979,000
    Stock Repurchased  2,497,700   3,503,896    3,223,775        9,225,371

    Installed Base
     Statistics:
    Total AutoCAD-based
     Installed Base    3,700,800   3,747,000    3,803,000         3,803,000
    Total Inventor
     Installed Base      445,800     470,800      511,300           511,300

(1) To supplement our consolidated financial statements presented on a GAAP basis, Autodesk uses non-GAAP 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 non-GAAP 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 non-GAAP 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          $221.0      $239.6       $242.8   $--    $703.4
        Non-GAAP Adjustment   $--         $--          $--   $--       $--
        Non-GAAP Operating
         Expenses          $221.0      $239.6       $242.8   $--    $703.4

    (3) GAAP Operating
         Margin               26%         24%          25%    0%       25%
        Non-GAAP Adjustment    0%          0%           0%    0%        0%
        Non-GAAP
         Operating Margin     26%         24%          25%    0%       25%

    (4) GAAP Net Income     $76.1       $75.3        $94.5   $--    $245.9
        Dividends received
         deduction benefit
         for prior
         fiscal years         $--       $(1.9)     $(10.6)  $--     $(12.5)
        Non-recurring
         tax benefit        $(1.2)        $--       $(6.9)  $--      $(8.1)
        Non-GAAP Net Income $74.9       $73.4       $77.0   $--     $225.3

    (5) GAAP Net Income
        Per Share
        (diluted)          $0.305      $0.301       $0.379   $--    $0.992
        Dividends
         received deduction
         benefit for
         prior fiscal years   $--     $(0.008)    $ (0.042)  $--   $(0.050)
        Non-recurring
         tax benefit      $(0.005)        $--      $(0.028)  $--   $(0.033)
        Non-GAAP
         Net Income
         Per Share
         (diluted)         $0.300      $0.293       $0.309   $--    $0.908


    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
    Non-GAAP
     Operating
     Expenses
     (1) (2)        $194.2        $186.3       $200.0      $222.2       $802.7
    Non-GAAP
     Operating
     Margin (1) (3)     21%           19%          19%         25%         21%
    Non-GAAP
     Net Income
      (1) (4)         $51.3        $44.2        $47.7       $75.2       $218.4
    Non-GAAP
     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         $260.2       $242.4       $256.4      $312.3     $1,071.3
      Manufacturing
       Solutions
       Division       $44.8        $44.2        $50.4       $60.3       $199.7
      Infrastructure
       Solutions
       Division       $35.5        $33.6        $35.8       $42.9       $147.8
      Building
       Solutions
       Division       $27.2        $28.8        $29.1       $39.2       $124.3
      Platform
       Technology
       Division and
        other        $152.7       $135.8       $141.1      $169.9       $599.5

    Media and
     Entertainment
     Segment          $37.6        $36.7        $43.1       $42.6       $160.0

    Upgrade Revenue
     (in millions):
    Upgrade Revenue   $66.7        $46.1        $57.1       $92.9       $262.8

    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       $123.0       $105.5       $114.9      $147.6       $491.0
    Media and
     Entertainment     $3.4         $6.7         $7.0       $10.8        $27.9
    Unallocated
     amounts         $(72.9)      $(62.8)      $(68.1)     $(80.2)    $(284.0)

    Common Stock
     Statistics
     (6):
    Stock Out-
     standing   226,048,000  229,031,000  228,101,000  227,611,000 227,611,000
    Fully Diluted
     Shares Out-
      standing  238,565,000  250,607,000  248,045,000  252,674,000 246,977,000
    Stock Re-
     purchased   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

    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 non-GAAP 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 non-GAAP 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 non-GAAP 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)
         Non-GAAP 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%
         Non-GAAP 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)
         Non-GAAP Net Income    $51.349  $44.192   $47.665  $75.216  $218.422

    (5) GAAP Net Income Per
        Share (diluted) (6)      $0.178   $0.156    $0.299   $0.260    $0.897
         Restructuring           $0.035   $0.015    $0.012   $0.047    $0.108
         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)
         Non-GAAP 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 non-GAAP net
        income and non-GAAP earnings per share for each individual quarter of
        fiscal 2005.

SOURCE Autodesk, Inc.


Investors - Sue Pirri,
+1-415-507-6467,
or sue.pirri@autodesk.com,
or John Clancy,
+1-415-507-6373,
or john.clancy@autodesk.com,
or Press - Charles Bellfield,
+1-415-547-2498,
or charles.bellfield@autodesk.com,
or Nicole Pack,
+1-415-507-6282,
or nicole.pack@autodesk.com