Employee and Director Stock Plans (Tables)

12 Months Ended

Jan. 31, 2012

Schedule of Share-based Compensation, Stock Options, Activity

A summary of stock option activity for the fiscal year ended January 31, 2012 is as follows:

	Number of Shares		Weighted average exercise price per share
	(in millions)
Options outstanding at January 31, 2011	30.4		$	28.93
Granted	5.4		40.71
Exercised	(5.3	)	24.85
Canceled	(2.1	)	36.29
Options outstanding at January 31, 2012	28.4		$	31.39
Options exercisable at January 31, 2012	16.7		$	30.98
Options vested and exercisable as of January 31, 2012 and expected to vest thereafter (1)	27.7		$	31.25
Options available for grant at January 31, 2012	18.0

Intrinsic Value of Options Exercised and Weighted Average Grant Date Fair Value of Stock Options Granted

The following table summarizes information about the pre-tax intrinsic value of options exercised, and the weighted average grant date fair value per share of options granted, during the fiscal years ended January 31, 2012, 2011 and 2010.

	Fiscal year ended January 31,
	2012		2011		2010
Intrinsic value of options exercised (1)	$	85.7	$	61.9	$	18.8
Weighted average grant date fair value per share of stock options granted (2)	$	14.04	$	9.30	$	6.13

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(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.

(2) The weighted average grant date fair value per share of stock options granted is calculated, as of the stock option grant date, using the BSM option pricing model.

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range

The following table summarizes information about options outstanding and exercisable at January 31, 2012:

	Options Exercisable						Options Outstanding
	Number of Shares (in millions)	Weighted average contractual life (in years)	Weighted average exercise price per share		Aggregate intrinsic value(1) (in millions)		Number of Shares (in millions)	Weighted average contractual life (in years)	Weighted average exercise price per share		Aggregate intrinsic value(1) (in millions)
Range of per-share exercise prices:
$2.28 - $17.37	3.8		$	12.94			5.8		$	13.61
$17.39 - $29.49	2.6		25.81				6.1		27.64
$29.50 - $37.16	4.4		32.94				6.0		32.72
$37.26 - $41.62	2.0		38.40				5.9		40.46
$42.01 - $49.80	3.9		45.69				4.6		45.42
	16.7	2.1	$	30.98	$	127.7	28.4	4.0	$	31.39	$	201.3

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(1) Represents the total intrinsic value, based on Autodesk’s closing stock price of $36.00 per share as of January 31, 2012, which would have been received by the option holders had all option holders exercised their options as of that date.

Restricted Share Activity Disclosure

A summary of restricted stock award and restricted stock unit activity for the fiscal year ended January 31, 2012 is as follows:

	Unreleased Restricted Stock		Weighted average grant date fair value
	(in thousands)
Unreleased restricted stock at January 31, 2011	1,426.8		$	30.43
Granted	1,610.5		37.07
Released	(707.6	)	25.95
Canceled	(145.6	)	32.37
Unreleased restricted stock at January 31, 2012	2,184.1		$	36.65

Employee and Director Stock Options Outstanding

Equity Compensation Plan Information

The following table summarizes the number of outstanding options granted to employees and directors, as well as the number of securities remaining available for future issuance under these plans as of January 31, 2012 (number of securities in millions).

	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options	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))
Equity compensation plans approved by security holders	30.2	$	29.38	47.7	(1)
Equity compensation plans not approved by security holders(2)	0.4	$	11.03	—
Total	30.6	$	29.15	47.7

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(1) Included in this amount are 29.7 million securities available for future issuance under Autodesk’s ESP Plan.

(2) Amounts correspond to Autodesk’s Nonstatutory Stock Option Plan, which was terminated by the Board of Directors in December 2004.