Financial Instruments

The following tables summarizes the Company's financial instruments' amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category as of January 31, 2012 and 2011.



			January 31, 2012
			Amortized Cost		Gross unrealized gains		Gross unrealized losses			Fair Value		Level 1		Level 2		Level 3
Cash equivalents (1):
	Certificates of deposit and time deposits		$	493.6	$	—	$	—		$	493.6	$	11.3	$	482.3	$	—
	Commercial paper		297.9		—		—			297.9		—		297.9		—
	Money market funds		62.1		—		—			62.1		—		62.1		—
Marketable securities:
	Short-term available for sale
		Commercial paper and corporate debt securities	143.7		0.1		—			143.8		35.3		108.5		—
		Certificates of deposit and time deposits	5.2		—		—			5.2		—		5.2		—
		U.S. treasury securities	30.7		—		—			30.7		30.7		—		—
		U.S. government agency securities	38.2		—		—			38.2		38.2		—		—
		Municipal securities	4.7		—		—			4.7		4.7		—		—
		Other	0.3		—		—			0.3		0.3		—		—
	Short-term trading securities
		Mutual funds	29.8		1.8		(0.1		)	31.5		31.5		—		—
	Long-term available for sale
		Corporate debt securities	107.8		1.0		(0.2		)	108.6		108.6		—		—
		U.S. treasury securities	23.6		0.2		—			23.8		23.8		—		—
		U.S. government agency securities	51.4		0.2		—			51.6		51.6		—		—
		Municipal securities	4.6		—		—			4.6		4.6		—		—
		Taxable auction-rate securities	4.2		—		—			4.2		—		—		4.2
Convertible debt securities (2)			18.3		—		—			18.3		—		—		18.3
Derivative contracts (3)			11.6		6.5		(2.2		)	15.9		—		9.7		6.2
		Total	$	1,327.7	$	9.8	$	(2.5	)	$	1,335.0	$	340.6	$	965.7	$	28.7

____________________


(1)	Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.


(2)	Included in "Other assets" in the accompanying Consolidated Balance Sheets.


(3)	Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.



			January 31, 2011
			Amortized Cost		Gross unrealized gains		Gross unrealized losses			Fair Value		Level 1		Level 2		Level 3
Cash equivalents (1):
	Certificates of deposit and time deposits		$	383.3	$	—	$	—		$	383.3	$	97.9	$	285.4	$	—
	Commercial paper		331.0		—		—			331.0		—		331.0		—
	Money market funds		43.8		—		—			43.8		—		43.8		—
Marketable securities:
	Short-term available for sale
		Commercial paper and corporate debt securities	47.6		0.1		—			47.7		37.7		10.0		—
		Certificates of deposit and time deposits	29.0		—		—			29.0		25.0		4.0		—
		U.S. treasury securities	26.0		—		—			26.0		26.0		—		—
		U.S. government agency securities	47.2		—		—			47.2		47.2		—		—
		Sovereign debt	9.1		—		—			9.1		—		9.1		—
		Municipal securities	8.6		—		—			8.6		8.6		—		—
		Other	0.3		—		—			0.3		0.3		—		—
	Short-term trading securities
		Mutual funds	29.7		1.7		(0.1		)	31.3		31.3		—		—
	Long-term available for sale
		Corporate debt securities	152.6		1.5		(0.1		)	154.0		154.0		—		—
		U.S. treasury securities	12.7		0.1		—			12.8		12.8		—		—
		U.S. government agency securities	12.7		0.2		—			12.9		12.9		—		—
		Municipal securities	4.7		—		—			4.7		4.7		—		—
		Sovereign debt	3.9		0.1		—			4.0		—		4.0		—
		Taxable auction-rate securities	4.2		—		—			4.2		—		—		4.2
Derivative contracts (2)			3.9		1.9		(1.9		)	3.9		—		3.9		—
		Total	$	1,150.3	$	5.6	$	(2.1	)	$	1,153.8	$	458.4	$	691.2	$	4.2

____________________


(1)	Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.


(2)	Included in “Prepaid expenses and other current assets,” "Other assets," or “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.

Autodesk classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable securities with remaining maturities of less than 12 months are classified as short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. Autodesk may sell certain of its marketable securities prior to their stated maturities for strategic purposes or in anticipation of credit deterioration.

Autodesk applies fair value accounting for certain financial assets and liabilities, which consist of cash equivalents, marketable securities and other financial instruments, on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and (Level 3) unobservable inputs for which there is little or no market data, which require Autodesk to develop its own assumptions. When determining fair value, Autodesk uses observable market data and relies on unobservable inputs only when observable market data is not available. There have been no transfers between fair value measurement levels during the year ended January 31, 2012.

Autodesk's cash equivalents, marketable securities and financial instruments are primarily classified within Level 1 or Level 2 of the fair value hierarchy. Autodesk values it's available for sale securities on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1) or inputs other than quoted prices that are observable either directly or indirectly in determining fair value (Level 2). Autodesk's Level 2 securities are valued primarily using observable inputs other than quoted prices in active markets for identical assets and liabilities. Autodesk's Level 3 securities consist of investments held in auction rate securities, convertible debt securities and derivative contracts which are valued using probability weighted discounted cash flow models and some of the inputs to the models are unobservable in the market.

A reconciliation of the change in Autodesk’s Level 3 items for the fiscal years ended January 31, 2012 and 2011 was as follows:



	Fair Value Measurements Using Significant Unobservable Inputs
	(Level 3)
		Derivative Contracts		Convertible Debt Securities		Money Market Funds			Taxable Auction-Rate Securities			Total
Balance at January 31, 2010		$	—	$	—	$	10.0		$	7.6		$	17.6
Transfers into (out of) Level 3		—		—		—			—			—
Redemptions		—		—		(11.7		)	(3.4		)	(15.1		)
Total realized/unrealized gains (losses) included in earnings		—		—		1.7			—			1.7
Balance at January 31, 2011		—		—		—			4.2			4.2
Purchases		6.2		18.3		—			—			24.5
Transfers into (out of) Level 3		—		—		—			—			—
Redemptions		—		—		—			—			—
Total realized/unrealized gains (losses) included in earnings		—		—		—			—			—
Balance at January 31, 2012		$	6.2	$	18.3	$	—		$	4.2		$	28.7

The following table summarizes the estimated fair value of our “available-for-sale securities” classified by the contractual maturity date of the security:



	January 31, 2012
	Cost		Fair Value
Due in 1 year	$	222.8	$	222.9
Due in 1 year through 5 years	205.7		206.9
Due in 5 years through 10 years	—		—
Due after 10 years	4.2		4.2
Total	$	432.7	$	434.0

As of January 31, 2012 and 2011, Autodesk did not have any securities in a continuous unrealized loss position for greater than twelve months.

The sales or redemptions of “available-for-sale securities” in fiscal 2012 and fiscal 2010 resulted in no gains or losses. The sales or redemptions of “available-for-sale securities” for fiscal 2011 resulted in a gain of $1.7 million and no losses. The cost of securities sold is based on the specific identification method. Proceeds from the sale and maturity of marketable securities were $559.1 million in fiscal 2012, $410.7 million in fiscal 2011 and $355.1 million in fiscal 2010.

Derivative Financial Instruments

Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to fluctuations in foreign currency exchange rates which exist as part of ongoing business operations. Autodesk's general practice is to hedge a majority of transaction exposures denominated in euros, Japanese yen, Swiss francs, British pounds, Canadian dollars and Australian dollars. These instruments have maturities between one to twelve months in the future. Autodesk does not enter into derivative instrument transactions for trading or speculative purposes.

The bank counterparties in all contracts expose Autodesk to credit-related losses in the event of their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company's minimum requirements under its counterparty risk assessment process. Autodesk monitors ratings, credit spreads and potential downgrades on at least a quarterly basis. Based on Autodesk's on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties. Autodesk generally enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. However, Autodesk does not have any master netting arrangements in place with collateral features.

Foreign currency contracts designated as cash flow hedges

Autodesk utilizes foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. These contracts are designated and documented as cash flow hedges. The effectiveness of the cash flow hedge contracts is assessed quarterly using regression analysis as well as other timing and probability criteria. To receive cash flow hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges are expected to be highly effective in offsetting changes to future cash flows on hedged transactions. The gross gains and losses on these hedges are included in “Accumulated other comprehensive income (loss)” and are reclassified into earnings at the time the forecasted revenue or expense is recognized. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, Autodesk reclassifies the gain or loss on the related cash flow hedge from “Accumulated other comprehensive income (loss)” to “Interest and other income (expense), net” in the Company's Consolidated Financial Statements at that time.

The net notional amount of these contracts was $419.6 million at January 31, 2012 and $345.5 million at January 31, 2011. Balances presented below are presented as net settled. Outstanding contracts are recognized as either assets or liabilities on the balance sheet at fair value. The majority of the net gain of $9.2 million remaining in “Accumulated Other Comprehensive Income (Loss)” as of January 31, 2012 is expected to be recognized into earnings within the next twelve months.

Derivatives not designated as hedging instruments

Autodesk uses foreign currency contracts which are not designated as hedging instruments to reduce the exchange rate risk associated primarily with foreign currency denominated receivables and payables. These forward contracts are marked-to-market at the end of each fiscal quarter with gains and losses recognized as “Interest and other income (expense), net.” These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivative instruments are intended to offset the gains or losses resulting from the settlement of the underlying foreign currency denominated receivables and payables. The net notional amounts of these foreign currency contracts were $75.1 million at January 31, 2012 and $56.1 million at January 31, 2011.

In addition to these foreign currency contracts, Autodesk holds derivative instruments issued by privately held companies, which are not designated as hedging instruments. These derivatives consist of certain conversion options on the convertible debt securities held by Autodesk and an option to acquire a privately held company. These derivatives are recorded at fair value as of each balance sheet date and are recorded in “Other assets.” Changes in the fair values of these instruments are recognized in income as “Interest and other income (expense), net.”

Fair Value of Derivative Instruments:

The fair value of derivative instruments in Autodesk’s Consolidated Balance Sheets were as follows as of January 31, 2012 and January 31, 2011:



	Balance Sheet Location	Fair Value at
	Balance Sheet Location	January 31, 2012		January 31, 2011
Derivative Assets
Foreign currency contracts designated as cash flow hedges	Prepaid expenses and other current assets	$	11.9	$	5.1
Derivatives not designated as hedging instruments	Other assets	6.2		—
Total derivative assets		$	18.1	$	5.1
Derivative Liabilities
Foreign currency contracts designated as cash flow hedges	Other accrued liabilities	$	2.2	$	1.2
Total derivative liabilities		$	2.2	$	1.2

The effects of derivatives designated as hedging instruments on Autodesk’s Consolidated Statements of Operations were as follows for the fiscal years ended January 31, 2012 and 2011, respectively (amounts presented include any income tax effects):



	Foreign Currency Contracts
	Fiscal Year Ended January 31,
	2012			2011
Amount of gain (loss) recognized in accumulated other comprehensive income ("OCI") on derivatives (effective portion)	$	12.8		$	11.8
Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Net revenue	$	(1.9	)	$	13.0
Operating expenses	4.6			2.1
Total	$	2.7		$	15.1
Amount and Location of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Interest and other income (expense), net	$	0.3		$	0.1

The effects of derivatives not designated as hedging instruments on Autodesk’s Consolidated Statements of Operations were as follows for the fiscal years ended January 31, 2012 and 2011, respectively (amounts presented include any income tax effects):



	Foreign Exchange Contracts
	Fiscal Year Ended January 31,
	2012			2011
Amount and Location of Gain (Loss) Recognized in Income on Derivative
Interest and other income, net	$	(1.3	)	$	2.3