Carol Bartz transformed Autodesk from a small single product company into one of the largest software providers in the world during her 14 year tenure as CEO. As Executive Chairman, she continues to help Autodesk expand into emerging markets. The document provides details on Autodesk's financial performance, leadership changes, and stock option review that resulted in financial restatements.

1. Research Report:
Carol Bartz
Autodesk, Inc
Profile
July 16, 2007
ADSK 5,167 Employees $ 1.83 B Sales TTM Sales Growth: 17% Op Margin: 21.7% IT Software
During her fourteen year tenure as CEO, Carol Bartz,
MCV Ranks :
transformed Autodesk from a small, single product com-
Industry: 1
pany, into one of the largest software providers in the
CEO: 1
world. Today she is one of the most prominent business
Team: 1
leaders in the U.S. and Carol Bartz occupies the position of
“executive chairman” of Autodesk’s board with her hand-
picked successor, Carl Bass, in the CEO position. Where 3D Convert Subscript. Convert Intl. Sales
Carl Bass is a substantive but unflashy engineer, Carol Bartz is a consum-
70%
mate “power player” and a high energy, high visibility figure. The two per- 60%
% of Total
sonalities meld into a potent combination of sizzle and steak for Autodesk.
Revenue
50%
40%
It is a balance of personalities and skills that are critically important to 30%
Autodesk as its CAD/CAM industry segment matures. 20%
10%
0%
Carol Bartz’s deep understanding of the software industry, developed 2007 2006 2005
through stints with Sun Microsystems, DEC, and 3M, helped her navi- Sour ces: Company &MCV
gate the challenge of growing Autodesk beyond its entrepreneurial
roots. Bartz grew up in the Midwest and received a degree in computer Material ADSK Filings:
06/14/07 ADSK 2006 Employee Stock Plan is
600 50% amended to extend post-termination exercise win-
ADSK
500 dow from 3 to 6 months.
40%
400 06/04/07 Company announces that it has com-
30%
300 pleted voluntary review of the Company’s 1/1988
20%
200 – 8/2006 stock option grant practices which re-
10% sulted in aggregate pre-tax, non-cash charges of
100
$34.8 million over the entire period. Fiscal 2007
0 0%
financial statements filed with the SEC.
Q1:08 Q4:07 Q3:07 Q2:07 Q1:07 Q4:06 Q3:06 Q2:06
05/17/07 Company announces that while it is in
Revenue Oper. Inc. OpMargin
the process of restating prior years’ financial
Jan fiscal year Sources: Company & M CV
statements to reflect the additional compensation
expenses associated with past stock option grant-
science for the University of Wisconsin at Madison. By the late 1970s, she ing processes, the Company is also recording
was working in positions of increasing responsibility in product and sales/ other minor adjustments related to reseller incen-
tives on its subscription program. These adjust-
marketing roles at 3M and DEC. She moved to Sun Microsystems in the
ments increase revenue approx. $15 million and
eighties just as the company was growing from a start-up with four em-
decrease deferred revenues for fiscal 2006 (Jan
ployees into a public company having over a billion dollars in revenue.
FY) and fiscal 2005 approx. $5 million.
05/02/07 Board members Mary Alice Taylor and
Carol Bartz’s key skill set is her ability to bridge the creative chaos of
Steve Scheid announce that they will not seek re-
cutting edge software development with the necessary management election to the Autodesk Board of Directors.
structure and operations processes to create an efficient but entrepre- 05/02/07 Company reiterates that it is seeking the
neurial corporate culture. She is widely admired and known for her advice of the SEC’s Office of Chief Accountant
reputation as a tough, but fair, leader. When ADSK’s revenue dropped (“OCA”). May 3, 2007, submitted to the OCA
13% post 2001 due to economic slowdown and new dotcom competitors, certain financial statement information arising out
of adjustments related to accounting for stock-
she immediately called for a 7% reduction of the then 3,715 person com-
based compensation expense as a result of a vol-
pany. Despite staff reductions, 100% of those laid off expressed an interest
untary review by ADSK’s audit committee re-
in returning to ADSK when the company’s prospects improved. While at
garding timing of past stock option grants and
Sun Microsystems in the eighties, her expertise and ability was so valued
other related issues.
by CEO Scott McNeely that when she was considering a job elsewhere, he
04/04/07 ADSK received non-compliance notice
fired the VP of Marketing to make room for the upcoming star and gave from NASDAQ Stock market, in accordance with
her the position. Rule 4310(c)(14), for delayed filing of Form 10-
Bartz has said that she turned Autodesk around three times during
her tenure as CEO:
Copyright 2007 Management CV, Inc. All rights are strictly reserved to the publisher. Redistribution or reproduction is prohibited without express permission. Data are collected
from the subject companies, their officers, and other primary sources believed to be reliable but Management CV makes no warranty as to the accuracy, suitability, or timeliness of
the data or opinions expressed herein. For redistribution permission, subscriptions, or other questions please call 301.320.4228 or visit www.managementcv.com

2. Carol Bartz Research Report:
Profile Autodesk, Inc
Page 2 of 3
July 16, 2007
Market Cap: $ 10.4 B ROE: 30% ROA: 18% EBIT: 21%
ADSK IT Software
• First in 1992, when she effectively diversified Autodesk- which had K. Previous noncompliance notice from NASDAQ
been a single product firm, generating 99% of its revenue from its Auto- received 9/13/06 due to the delays in filing the
Company’s 10-Qs Q206 and Q306.
CAD product.
• Next, during the dotcom years when the company faced increased 03/22/07 Autodesk’s Board approves an amend-
ment to the Company’s 1998 employee stock pur-
competitive pressure from new market entrants as well as a dramatic post-
chase plan (the “ESPP”) in response to the Com-
2001 economic slowdown that affected demand for their customer’s ser- pany’s temporary suspension of all contribution to
vices and reduced software budgets. At the same time, the company was and exercise of stock purchased. Board identified
investing heavily in R&D and aggressively betting on its future. fiscal 2008 participants and target awards ranging
• The third time was prior to her departure in 2006, laying the strategic from 16.67% to 100% of each participant’s base
salary. Payout formula is related to fiscal revenue
groundwork that her successor Carl Bass continues to follow of trans-
growth and non-GAAP operating margin levels.
forming ADSK products to take advantage of global networking and col-
Participants must remain an employee for entire
laboration. She has said that this latest product transformation could take
fiscal year 2008 to be eligible for bonus.
up to ten years to complete.
03/22/07 Board amended Sections 2.5 and 3.3 of
the Company’s Bylaws to provide (i) for majority
Bartz’s key responsibility in her new role as Executive Chairman is to voting in director elections except in contested
continue to build ADSK’s market share in emerging markets, the elections and (ii) that stockholder director nomina-
growth engine driving demand for CAD/CAM software, as commer- tions must include a written statement that the
cial building and infrastructure projects burgeon in emerging econo- nominee intends to tender his or her irrevocable
mies like India, China, and Eastern Europe. resignation upon his or her election or re-election,
which shall become effective only upon the nomi-
nee’s failure to receive the requisite number of
Autodesk Revenue
votes.
13%
02/27/07 Autodesk issues a press release announc-
12% ing $38 to $45 million restatement due to incorrect
Fiscal '07
44%
processing of option grant dates. Monthly broad-
Revenue
based employee grants were made during 8/00-
$1.83 B
13%
2/05 under an administrative process where the
grant dates were typically chosen after the fact to
18%
coincide with low trading prices during the month
of the applicable grant. No evidence of officer or
Tech. Manufac. Building Infrastructure Media
director backdating of personal stock option
Sources: Company & M CV
grants. The option backdating audits cost the Com-
Bartz has forged her professional success and high profile govern- pany approximately $3 million in fees and ex-
ment appointments into a highly effective “personal brand” that can penses, not including the financial restatements.
02/23/07 Board Audit Committee completes exten-
help Autodesk. She has perhaps become the most renown and exciting
sive review of the Company’s stock option prac-
component of Autodesk’s “brand” internationally. Bartz was appointed
tices and related accounting issues assisted by in-
to President Bush’s Council of Advisors on Science and Technology
dependent outside counsel at Hogan & Hartson
(PCAST) in 2006. Bartz also serves on the Board of Directors of Cisco
LLP and forensic auditors at Pricewaterhouse-
Systems, Network Appliance, and the Foundation for the National Medals
Coopers. The Company expects to record addi-
of Science and Technology. She has said publicly that she harbors no po- tional pre-tax, non-cash charges for stock-based
litical aspirations, but in her role on PCAST she is one of a select group compensation expense related to past option grants
of industry leaders expected to play a key role in shaping and setting the in the range of $38 to $45 million over the 18 year
government’s high tech agenda. period of the review. Approx. $23 to $26 million
of charges apply to the income statements for fis-
Carol Bartz’s compensation as executive chairman is very generous cal 2003 through 2006. The remainder, which is
applicable to prior fiscal years, will be recorded as
and reflects the need to keep her active and visible on behalf of the
a charge to retained earnings as of 1/31/02. Such
Company at this critical juncture in Autodesk's history. We think her
charges would have the effect of decreasing net
new role and compensation plan gives her ample incentive to stay with
income and retained earnings as reported in the
Autodesk. Her unusual role as a part-time executive chairman (her em-
Company’s historical financial statements.
ployment contract calls for her to work up to 20 hours per week) provides
a generous $500,000 annual salary, though she is excluded from the man-
Copyright 2007 Management CV, Inc. All rights are strictly reserved to the publisher. Redistribution or reproduction is prohibited without express permission. Data are collected
from the subject companies, their officers, and other primary sources believed to be reliable but Management CV makes no warranty as to the accuracy, suitability, or timeliness of
the data or opinions expressed herein. For redistribution permission, subscriptions, or other questions please call 301.320.4228 or visit www.managementcv.com

3. Carol Bartz Research Report:
Profile Autodesk, Inc
Page 3 of 3
July 16, 2007
P/E: 33x ROI: 27% Institutional Ownership: 89%
ADSK IT Software
agement EIP. She will likely play an important role in helping ADSK main- 01/19/07 The Company entered into a new em-
ployment agreement with Carol Bartz, Executive
tain sales momentum in the Asia/Pacific region.
Chairman and former CEO, replacing and super-
seding earlier 4/7/92 agreement. Previous agree-
The majority of Carol Bartz’s substantial compensation over the years
ment deemed Bartz a part-time employee, with a
has come from long term stock holdings and she remains the firm’s sin-
$500k annual base salary to be granted as stock
gle largest individual shareholder. Both she and current CEO Carl
options or other equity grants at the Board’s
Bass enjoy substantial equity stakes in the firm. We view this as very discretion. The Company agreed to continue to
positive for other shareholders. Bartz put a 10B5-1 structured sales ar- nominate Ms. Bartz to serve as a member of the
rangement in place and is in the process of liquidating what we expect will Board of Directors and upon the employment
be a significant portion of her nearly 4,000,000 share holdings. Her large termination, Bartz will continue to be eligible for
recent stock sales don’t materially reduce her overall bullish holdings of all benefit plans, policies and arrangements ap-
plicable to other senior executives - excluding
ADSK in our view, although sustained selling on her part would raise a cau-
participation in the Company’s Executive Incen-
tion flag for other investors. Bartz’s exercise of long-standing options and
tive Plan.
sales of stock seem prudent from an estate standpoint.
12/14/06 Employment agreement with Carl
Bass, President & CEO and ADSK granting Mr.
Recent Insider and executive sales are a diligence note for investors. Auto-
Bass an annual base salary of $700k. Mr. Bass
desk’s executives sold over $83 million in stock during June 2007, but this
will be eligible to participate in the Company’s
occurred at the conclusion of a year long “quiet period” during a voluntary Executive Incentive Plan at a target level of not
stock option back-dating grant review. The formal review found immaterial less than 100% of his annual base salary, subject
amounts of inappropriate option back-dating. It is the single blemish on to the terms of the Plan. Either party may ter-
Carol Bartz’s otherwise stellar CEO tenure. Other recent sales are more minate the employment relationship upon thirty
concerning; the single largest stock sale of $23 million was by Mary Alice days written notice. For termination without
Cause or resignation for Good Reason, Bass will
Taylor, a former board member, who was likely consolidating her position
receive one year’s salary and 12 months acceler-
prior to leaving the Autodesk board of directors.
ated vesting on any option or stock awards
(other than those based on performance) and a
Bartz is a seasoned leader whose continued close involvement on Auto-
period of not less than six months to exercise
desk’s board, particularly in helping the company realize opportunities
any vested stock options on or after the date of
in the global market, is a key element to the company’s continued suc-
the Agreement.
cess. Bartz has said publicly that she is excited about helping expand 12/13/06 Autodesk receives additional
emerging markets for Autodesk products and that “the work is too exciting NASDAQ Staff Determination letter stating that
to give up.” However, at age 59 she has a daughter heading off to college the Company is not in compliance with the con-
and at least a decade of productive work life ahead of her. While her com- tinued listing requirements set forth in Rule
pensation and stature at ADSK give her every reason to stay, it is not uni- 4310(c)(14) due to delayed filing of Form 10-Q
for Q306 quarterly report. In response to the
maginable that she could take up another challenge. We would watch her
receipt of this letter, the Company will provide
relative level of stock holding in the Company as the best indicator of
NASDAQ with an update on the status of the
her continued interest and effort.
ongoing voluntary stock option review. Pending
a decision by the NASDAQ Listing Panel, the
End
Nancy Davis-Kho
Company’s shares will remain listed on the
NASDAQ Stock Market.
Copyright 2007 Management CV, Inc. All rights are strictly reserved to the publisher. Redistribution or reproduction is prohibited without express permission. Data are collected
from the subject companies, their officers, and other primary sources believed to be reliable but Management CV makes no warranty as to the accuracy, suitability, or timeliness of
the data or opinions expressed herein. For redistribution permission, subscriptions, or other questions please call 301.320.4228 or visit www.managementcv.com