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Employee and Director Stock Plans | 12 Months Ended
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Jan. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Employee and Director Stock Plans | Employee and Director Stock Plans Stock Plans As of January 31, 2017, 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. Additionally, there are two expired or terminated plans with options outstanding. The exercise price of all stock options granted under these plans was equal to the fair market value of the stock on the grant date. The 2012 Employee Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. On June 10, 2015, Autodesk's stockholders approved amendments to the 2012 Employee Plan, which increased the number of shares reserved for issuance under the plan by 12.5 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 45.1 million shares which includes 39.1 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, 2017, 36.7 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, 2017, 12.4 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, 2017, 0.8 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, 2017, 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, 2017 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, 2016 | 1.6 |  |  | $ | 37.06 |  |  |  |  |
Exercised | (1.0 | ) |  | 35.85 |  |  |  |  |
Options vested, exercisable and outstanding at January 31, 2017 | 0.6 |  |  | $ | 39.25 |  |  | 3.1 |  | $ | 25.8 |
Options available for grant at January 31, 2017 | 13.3 |  |  |  |  |  |  |
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(1) | Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $81.34 per share as of January 31, 2017, which would have been received by the option holders had all option holders exercised their options as of that date.
As of January 31, 2017, 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, 2017, 2016, and 2015:
| Fiscal year ended January 31,
| 2017 |  | 2016 |  | 2015
Pre-tax intrinsic value of options exercised (1) | $ | 32.0 |  |  | $ | 32.6 |  |  | $ | 67.6 |
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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.
The following table summarizes information about options vested and exercisable, and outstanding at January 31, 2017:
| Number of Shares (in millions) |  | Weighted average exercise price per share
Range of per-share exercise prices: |  |  |
$27.40 - $38.55 | 0.2 |  |  | $ | 33.00 |
$38.56 - $42.38 | 0.3 |  |  | 41.62 |
$42.39 - $43.81 | 0.1 |  |  | 43.81 |
| 0.6 |  |  | $ | 39.25 |
These options will expire if not exercised at specific dates ranging through September 2022. Restricted Stock: A summary of restricted stock activity for the fiscal year ended January 31, 2017 is as follows:
| Unreleased Restricted Stock Units (in thousands) |  | Weighted average grant date fair value per share
Unvested restricted stock at January 31, 2016 | 7,739.6 |  |  | $ | 51.80 |
Granted | 4,226.3 |  |  | 65.95 |
Vested | (3,585.0 | ) |  | 52.12 |
Canceled/Forfeited | (725.2 | ) |  | 53.25 |
Performance Adjustment (1) | (33.3 | ) |  | 63.74 |
Unvested restricted stock at January 31, 2017 | 7,622.4 |  |  | $ | 60.13 |
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(1) | Based on Autodesk's financial results and relative total stockholder return for the fiscal 2016 performance period. The performance stock units were attained at rates ranging from 86.1% to 98.0% of the target award.
For the restricted stock granted during fiscal years ended January 31, 2017, 2016, and 2015, the weighted average grant date fair value was $65.95, $52.53, and $54.17, respectively. The fair value of the shares vested during fiscal years ended January 31, 2017, 2016, and 2015 was $232.2 million, $193.3 million, and $147.8 million, respectively. During the fiscal year ended January 31, 2017, Autodesk granted 3.8 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 $173.0 million, $146.4 million, and $118.9 million during fiscal years ended January 31, 2017, 2016, and 2015, respectively. As of January 31, 2017, total compensation cost not yet recognized of $309.8 million related to non-vested awards, is expected to be recognized over a weighted average period of 1.8 years. At January 31, 2017, the number of restricted stock units granted but unvested was 6.8 million. During the fiscal year ended January 31, 2017, Autodesk granted 0.4 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. The performance criteria for these grants are based upon net new model subscription additions, new model Annualized Recurring Revenue ("ARR"), non-GAAP total spend, and total subscription renewal rate goals ("FY17 performance criteria") 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 (“Relative TSR”). Each performance stock unit covers a three year period:
• | Up to one third of the performance stock units may vest following year one, depending upon the achievement of the FY17 performance criteria 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).
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 a Monte Carlo simulation model since the awards are subject to a market condition. 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 $22.9 million, $23.2 million, and $17.5 million during fiscal years ended January 31, 2017, 2016, and 2015 respectively. As of January 31, 2017, total compensation cost not yet recognized of $3.2 million related to unvested performance stock units, is expected to be recognized over a weighted average period of 0.8 years. At January 31, 2017, the number of performance stock units granted but unvested was 0.8 million. 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, 2017, a total of 45.6 million shares were available for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount equal to the lesser of 5.0 million shares or 2% of the total of (1) outstanding shares plus (2) any shares repurchased by Autodesk during the prior fiscal year. 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. Autodesk issued 2.3 million shares under the ESPP at an average price of $36.99 per share in fiscal 2017, 2.1 million shares at an average price of $36.29 per share in fiscal 2016, and 2.1 million shares at an average price of $33.91 per share in fiscal 2015. The weighted average grant date fair value of awards granted under the ESPP during fiscal 2017, 2016, and 2015, calculated as of the award grant date using the BSM option pricing model, was $19.20, $11.85, and $15.14 per share, respectively. Autodesk recorded $25.9 million, $27.1 million, and $23.9 million of compensation expense associated with the ESPP in fiscal 2017, 2016, and 2015, respectively. 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, 2017:
| (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 | 8.2 |  |  | $ | 39.25 |  |  | 58.9 |  | (1)
Total | 8.2 |  |  | $ | 39.25 |  |  | 58.9 |  |
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(1) | Included in this amount are 45.6 million securities available for future issuance under Autodesk’s ESPP.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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