Employee and Director Stock Plans

12 Months Ended

Jan. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Plans

As of January 31, 2018, Autodesk maintained two active stock plans for the purpose of granting equity awards to employees and to non-employee members of Autodesk’s Board of Directors: the 2012 Employee Stock Plan (as amended, the “2012 Employee Plan”), which is available only to employees, and the Autodesk 2012 Outside Directors’ Stock Plan (“2012 Directors' Plan”), which is available only to non-employee directors.

The 2012 Employee Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. Since the 2012 Stock Plan was adopted by stockholders in January 2012, Autodesk has received stockholder approval to increase the number of shares subject to the plan by 36.1 million shares. The 2012 Employee Plan replaced the 2008 Employee Stock Plan, as amended ("2008 Plan"), and no further equity awards may be granted under the 2008 Plan. The 2012 Employee Plan reserves up to 57.3 million shares which includes 51.3 million shares reserved under the 2012 Employee Plan, as well as up to 6.0 million shares forfeited under certain prior employee stock plans during the life of the 2012 Employee Plan. The 2012 Employee Plan permits the grant of stock options, restricted stock units, and restricted stock awards. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Employee Plan as 1.79 shares. If a granted option, restricted stock unit, or restricted stock award expires or becomes unexercisable for any reason, the unpurchased or forfeited shares that were granted may be returned to the 2012 Employee Plan and may become available for future grant under the 2012 Employee Plan. As of January 31, 2018, 41.1 million shares subject to options or restricted stock awards have been granted under the 2012 Employee Plan. Options and restricted stock that were granted under the 2012 plan vest over periods ranging from immediately upon grant to over a three year period and options expire 10 years from the date of grant. The 2012 Employee Plan will expire on June 30, 2022. At January 31, 2018, 21.3 million shares were available for future issuance under the 2012 Employee Plan.

The 2012 Director's Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. The 2012 Directors' Plan replaced the 2010 Outside Directors' Stock Plan, as amended ("2010 Plan"). The 2012 Directors' Plan permits the grant of stock options, restricted stock units, and restricted stock awards to non-employee members of Autodesk’s Board of Directors. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Directors' Plan as 2.11 shares. As of January 31, 2018, 0.9 million shares subject to restricted stock unit awards have been granted under the 2012 Directors' Plan. Restricted stock units that were granted under the 2012 Outside Directors' Plan vest over one to three years from the date of grant. On March 12, 2015, the Board reduced the number of shares reserved for issuance under the 2012 Directors' Plan by 0.9 million shares, so that 1.7 million shares are now reserved for issuance under the 2012 Directors' Plan. The 2012 Directors' Plan will expire on June 30, 2022. At January 31, 2018, 0.9 million shares were available for future issuance under the 2012 Director's Plan.

The following sections summarize activity under Autodesk’s stock plans.

Stock Options:

A summary of stock option activity for the fiscal year ended January 31, 2018 is as follows:



	Number of Shares (in millions)		Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate Intrinsic Value (1) (in millions)
Options outstanding at January 31, 2017	0.6		$	39.25
Exercised	(0.4	)	38.66
Options vested, exercisable and outstanding at January 31, 2018	0.2		$	40.49	2.87	$	16.4
Shares available for grant at January 31, 2018	22.2

_______________


(1)	Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $115.62 per share as of January 31, 2018, which would have been received by the option holders had all option holders exercised their options as of that date.

As of January 31, 2018, compensation cost related to stock options has been fully recognized.

The following table summarizes information about the pre-tax intrinsic value of options exercised during the fiscal years ended January 31, 2018, 2017, and 2016:



	Fiscal year ended January 31,
	2018		2017		2016
Pre-tax intrinsic value of options exercised (1)	$	22.8	$	32.0	$	32.6

——————


(1)	The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of the stock on the date of exercise.

The following table summarizes information about options vested and exercisable, and outstanding at January 31, 2018:



	Number of Shares (in thousands)	Weighted average exercise price per share
Range of per-share exercise prices:
$28.56 - $36.44	32.6	$	34.23
$38.55 - $38.55	1.8	38.55
$41.62 - $41.62	184.4	41.62
	218.8	$	40.49

These options will expire if not exercised at specific dates ranging through September 2022.

Restricted Stock Units:

A summary of restricted stock activity for the fiscal year ended January 31, 2018 is as follows:



	Unreleased Restricted Stock Units (in thousands)		Weighted average grant date fair value per share
Unvested restricted stock at January 31, 2017	7,622.4		$	60.13
Granted	2,481.8		106.55
Vested	(3,765.7	)	57.85
Canceled/Forfeited	(692.5	)	69.08
Performance Adjustment (1)	24.7		61.79
Unvested restricted stock at January 31, 2018	5,670.7		$	82.94

_______________


(1)	Based on Autodesk's financial results and relative total stockholder return for the fiscal 2017 performance period. The performance stock units were attained at rates ranging from 99.7% to 114.7% of the target award.

For the restricted stock granted during fiscal years ended January 31, 2018, 2017, and 2016, the weighted average grant date fair value was $106.55, $65.95, and $52.53, respectively. The fair value of the shares vested during fiscal years ended January 31, 2018, 2017, and 2016 was $399.7 million, $232.2 million, and $193.3 million, respectively.

During the fiscal year ended January 31, 2018, Autodesk granted 2.2 million restricted stock units. Restricted stock units vest over periods ranging from immediately upon grant to a pre-determined date that is typically within three years from the date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the restricted stock units is expensed ratably over the vesting period. Autodesk recorded stock-based compensation expense related to restricted stock units of $202.1 million, $173.0 million, and $146.4 million during fiscal years ended January 31, 2018, 2017, and 2016, respectively. As of January 31, 2018, total compensation cost not yet recognized of $310.2 million related to non-vested awards, is expected to be recognized over a weighted average period of 1.65 years. At January 31, 2018, the number of restricted stock units granted but unvested was 5.1 million.

During the fiscal year ended January 31, 2018, Autodesk granted 0.3 million performance stock units for which the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated service and performance period. During the period, Autodesk granted two different types of performance stock units.

The performance criteria for the first type of performance stock units were based on a mix of net subscription additions, Annualized Recurring Revenue ("ARR"), non-GAAP total spend, and total subscription renewal rate goals adopted by the Compensation and Human Resource Committee, as well as total stockholder return compared against companies in the S&P Computer Software Select Index or the S&P North American Technology Software Index ("Relative TSR"). These performance stock units vest over a three-year period and have the following vesting schedule:


•	Up to one third of the performance stock units may vest following year one, depending upon the achievement of the performance criteria for fiscal 2018 as well as 1-year Relative TSR (covering year one).


•	Up to one third of the performance stock units may vest following year two, depending upon the achievement of the performance criteria for year two as well as 2-year Relative TSR (covering years one and two).


•	Up to one third of the performance stock units may vest following year three, depending upon the achievement of the performance criteria for year three as well as 3-year Relative TSR (covering years one, two and three).

The performance criteria for the second type of performance stock units granted to our Chief Executive Officer during the fiscal year ended January 31, 2018 were based on fiscal 2020 free cash flow per share and ARR goals adopted by the Compensation and Human Resource Committee. These performance stock units vest in March 2020 based on the Company's fiscal 2020 performance against the performance criteria.

Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. Autodesk has determined the grant-date fair value for these awards using the stock price on the date of grant or if the awards are subject to a market condition, a Monte Carlo simulation model. The fair value of the performance stock units is expensed using the accelerated attribution over the vesting period. Autodesk recorded stock-based compensation expense related to performance stock units of $33.7 million, $22.9 million, and $23.2 million during fiscal years ended January 31, 2018, 2017, and 2016 respectively. As of January 31, 2018, total compensation cost not yet recognized of $6.8 million related to unvested performance stock units, is expected to be recognized over a weighted average period of 0.76 years. At January 31, 2018, the number of performance stock units granted but unvested was 0.6 million. Autodesk recorded stock-based compensation expense related to the acceleration of eligible performance stock awards in conjunction with the Company's former CEO transition agreement of $7.3 million for the fiscal year ended January 31, 2018.

1998 Employee Qualified Stock Purchase Plan (“ESPP”)

Under Autodesk’s ESPP, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation, subject to certain limitations, at 85% of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four, six-month exercise periods within a 24-month offering period.

At January 31, 2018, a total of 9.1 million shares were available for future issuance. Under the ESPP, the Company issues shares on the first trading day following March 31 and September 30 of each fiscal year. The ESPP expires during fiscal 2018.

A summary of the ESPP activity for the years ended January 31, 2018, 2017 and 2016 is as follows:



	Fiscal Year Ended January 31,
	2018		2017		2016
Issued shares	2.0		2.3		2.1
Average price of issued shares	$	39.03	$	36.99	$	36.29
Weighted average grant date fair value of awards granted under the ESPP	$	32.41	$	19.20	$	11.85

Autodesk recorded $25.7 million, $25.9 million, and $27.1 million of compensation expense associated with the ESPP in fiscal 2018, 2017, and 2016, respectively.

Equity Compensation Plan Information

The following table summarizes the number of outstanding options and awards granted to employees and directors, as well as the number of securities remaining available for future issuance under these plans as of January 31, 2018:



	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options (in millions)	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions)
Equity compensation plans approved by security holders	5.9	$	40.49	31.3	(1)
Total	5.9	$	40.49	31.3

____________________

(1)

Included in this amount are 9.1 million securities available for future issuance under Autodesk’s ESPP.