David Gennarelli – Director, IR Carl Bass – President and CEO Sue Pirri – VP, Finance

Greg Dunham – Deutsche Bank Heather Bellini – UBS Steve Ashley – Robert W. Baird Brent Thill – Citi Sterling Auty – JPMorgan Mike Olson – Piper Jaffray Keith Weiss – Morgan Stanley Richard Davis – Needham Steven Koenig – KeyBanc Capital Markets Ross MacMillan – Jefferies Dan Cummins – Lime Rock Phil Winslow – Credit Suisse Kash Rangan – Merrill Lynch Sunil Dastidar [ph] – Centennial Investments Blair Abernethy – Thomas Weisel Partners

Good day, ladies and gentlemen, and welcome to the fourth quarter 2009 Autodesk Inc. earnings conference call. At this time, all participants are in a listen only mode. We will conduct a question and answer session at the end of this conference. (Operator instructions) I will now turn the call over to Mr. David Gennarelli, Director, Investor Relations. Please proceed, sir.

Thanks, operator. Good afternoon. Thank you for joining our conference call to discuss our fourth quarter of fiscal 2009. With me today are Carl Bass, our Chief Executive Officer; and Sue Pirri, Vice President of Finance. Today’s conference call is being broadcast live via webcast. In addition, a replay of the call will be available at Autodesk.com/investor. During the course of this conference call, we will make forward-looking statements regarding future events and the future performance of the company, our guidance for the first quarter of fiscal 2010, the factors we used to estimate our guidance, our future business prospects and financial results, our market opportunities and strategies, trends for our products and trends in various geographies, and the anticipated benefits of acquisitions. We caution you that such statements reflect our best judgment based on factors currently known to us and that actual events or results could differ materially. Please refer to the documents we file from time to time with the SEC, specifically our Form 10-K for fiscal year 2008, and our 10-Qs for first three quarters of fiscal 2009, and our periodic 8-K filings, including the 8-K filed with today’s press release. These documents contain and identify important risks and other factors that may cause our actual results to differ from those contained in our forward-looking statements. Forward-looking statements made during the call are being made as of today. If this call is replayed or reviewed after today, the information presented during the call may not contain current accurate information. Autodesk disclaims any obligation to update or revise any forward-looking statements. We will provide guidance on today’s call but will not provide any further guidance or updates on our performance during the quarter unless we do so in a public forum. During the call, we will discuss non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with Generally Accepted Accounting Principles. A reconciliation of GAAP and non-GAAP results is provided in today’s press release and on our website. In addition, we will quote a number of percentage changes as we discuss our financial performance. Unless otherwise noted, each percentage represents a year-over-year percentage change showing the fourth quarter of fiscal 2009 as compared to the fourth quarter of fiscal 2008. And now I would like to turn the call over to Carl Bass.

Good afternoon, everyone, and thank you for joining us. The results that Sue and I will outline today are not what we’ve been accustomed to over the past several years and we are disappointed by them. The global economic downturn is now significantly impacting each of our major geographies and all of our business segments. It is evident that the current global economic malaise is unlike any downturn we’ve experienced in the past. Jobs are being lost across all industries; businesses around the world are still finding it difficult to secure credit financing; construction and media and entertainment projects are being delayed or canceled; and manufacturers are slashing spending in response to lower end-user demand. As a result, total revenue for the fourth quarter was $490 million, a decrease of 18%. License and other revenue decreased 30% due to a 33% decline in new seat license revenue. As we look at our business by geography, revenue performance in the Americas declined 17%. Weakness was seen across the entire region. The Americas has experienced weakness for five quarters now and it’s not yet clear if it has hit bottom. On the positive side, we continue to make strong inroads with our government sales. Our government business has been on the upswing over the past four quarters and we believe we are positioning ourselves well for increased infrastructure spending that may result from the recently signed economic stimulus package. Turning to our international business, although we started to experience some economic headwinds in international markets in our third quarter, our overall results during that period were relatively strong. Global conditions have worsened since then and the economic downturn significantly impacted our international business during the fourth quarter, particularly the robust business we had been seeing in emerging countries. Revenue from Asia Pacific decreased 25% as reported and 28% at constant currency as a result of economic headwinds in large developed markets like Japan, Korea, and Australia. We also experienced significant year-over-year declines in emerging countries, such as China and India. Most of the APAC countries are now facing a decrease in building and manufacturing production resulting from reduced trade with areas like the U.S. and Western Europe. EMEA revenue decreased 16% as reported and 8% constant currency. Similar to APAC, the growth rates in emerging countries decreased more dramatically than developed economies. We remain confident that emerging economies will be a key growth area for Autodesk once we get past this downturn. In total, revenue from emerging countries declined 31% and represented 16% of our total revenue for the quarter. Now let’s take a look at performance by product category. Our customers continue to tell us that they need to differentiate their products in order to gain and maintain a competitive advantage. Our design solutions are key to helping them do just that. As a group, our model-based 3D design solutions fared better than our 2D products. Our model-based 3D design solutions decreased 1% to $144 million, and represented 29% of our total revenue for the quarter. We shipped approximately 30,000 commercial seats of these products in the fourth quarter. Our 2D horizontal products, AutoCAD and AutoCAD LT declined 29%. Revenue from 2D vertical products decreased 21%. Clearly, all aspects of our business are being impacted by the slowdown. To address our lower expectations for sales, last month we announced a restructuring plan which will reduce our operating expenses by approximately $130 million annually. Some savings will be generated in the first quarter, but we expect to realize the full quarterly impact of the reductions starting in the second quarter. The savings are being achieved through headcount reduction of approximately 10%, facilities consolidations, a hiring freeze, travel restrictions and a variety of other cost reduction initiatives. In addition, we are making significant adjustments as part of our ongoing effort to size our business correctly. Before Sue provides a closer look at the financials I’ll give you another update on our CFO search as this remains a top priority. As I mentioned last quarter, the pool of potential candidates has grown considerably. We have narrowed the field to several highly qualified candidates and are actively working through the process. I will not compromise simply to fill the vacancy. In the meantime, I cannot stress enough that we have a deep bench of highly skilled and experienced people in our finance organization who are doing a great job bridging this transition. Now I’ll turn the call over to Sue for a more detailed discussion of the results.

Thanks, Carl. Net revenue was $490 million, a decrease of 18% as reported and 15% constant currency. Revenue from new seats decreased 33%. Total upgrade revenue, including cross-grades, decreased 32%. Maintenance revenue was $180 million, an increase of 17% compared to the fourth quarter of last year. This was a slight decline sequentially due to lower year over year maintenance billings. Breaking revenue down by segment, Platform Solutions decreased 24% to $201 million. Revenue from our Manufacturing Solutions division decreased 6% to $115 million. Revenue from our Inventor family of products decreased 21% as demand was particularly weak in Asia Pacific. During the quarter, we shipped approximately 6,100 commercial seats of our 3D manufacturing products and approximately 39,000 seats of our manufacturing products in total. Our AEC segment decreased 14% to $118 million. Revenue from our Revit family of products decreased 6%. We shipped approximately 24,000 commercial seats of our 3D products in AEC. Going forward we will no longer provide this level of detail on a regular basis. Revenue from our Media and Entertainment segment was $53 million, a decrease of 26%. Revenue from Advanced Systems decreased 36% to $20 million. Animation revenue decreased 18% to $33 million. Moving to the rest of the income statement, gross margins were 90% on a GAAP basis and 92% non-GAAP. Our operating margin was significantly impacted by the drop in revenue. Our non-GAAP operating margin was 16%. Our GAAP operating margin was negative 27%. The significant difference between our GAAP and non-GAAP operating margin was principally due to an impairment charge of $129 million related to the write down of goodwill in our media and entertainment segment, as well as a $40 million restructuring charge. Our tax rate in the quarter was 22% for our GAAP results and 7% for our non-GAAP results. The difference between these rates is primarily due to the impact of the goodwill impairment charge and stock-based compensation expenses. The tax rates were lower than expected due primarily to discrete tax benefits recognized in the fourth quarter and the geographic mix of earnings. GAAP diluted loss per share was $0.47. This includes $0.56 pre-tax impact from the goodwill impairment charge and $0.18 pre-tax for the restructuring charge. We will incur additional restructuring charges in the first quarter as part of the cost savings initiatives we announced last month. Non-GAAP diluted earnings per share were $0.31, which is higher than previously expected, primarily due to better than expected cost reductions during the quarter, and a lower tax rate. The impact of foreign currency exchange rates was $19 million unfavorable on revenue and $17 million favorable on expenses, compared to the fourth quarter of last year. The foreign currency impact was $23 million unfavorable on revenue and $15 million favorable on expenses, when compared to our third quarter. Turning to the balance sheet, cash and investments were $989 million. At the end of the quarter, approximately 80% of our cash and investments were offshore. Deferred revenue grew 9% year-over-year and 11% sequentially to $552 million. Cash from operating activities was $86 million and was lower primarily due to the decline in revenue. Unshipped product orders, or shippable backlog, increased by $11 million sequentially to $17 million. Total backlog, including deferred revenue and unshipped product orders was $569 million, an increase of $47 million over last year. In absolute dollars, channel inventory declined in the quarter and was approximately four weeks. DSO was 59 days in the fourth quarter. The sequential increase is due primarily to the seasonality in subscription billings. Now let’s talk about our outlook. The global economic environment has impacted our business visibility and forecasting accuracy over the past two quarters. As a result, we are providing just one quarter of guidance today, which is based on our current expectations and the information we have available today, including currency exchange rates. At current exchange rates, the euro is on average 14% weaker than the average rate we used in fiscal year 2009, the yen is on average 5% stronger. For the first quarter, we now expect revenue to be in the range of $400 million to $440 million. GAAP loss per diluted share is expected to be in the range of a $0.20 loss and a $0.08 loss. Non-GAAP EPS is expected to be between zero and $0.12 per share, excluding $0.07 related to restructuring charges, $0.08 related to stock-based compensation expense, and $0.05 for acquisition related charges. The GAAP EPS range assumes a tax rate of 31% and the non-GAAP EPS range assumes a tax rate of 27%. As Carl mentioned, the full benefit of our restructuring won’t be evident until the second quarter. In addition, certain operating expenses in the first quarter experience a natural up tick sequentially as we incur higher expenses related to our annual product launch, as well as higher payroll taxes. In addition, operating cash flow for the first quarter is expected to be negative as a result of lower revenues combined with cash outlays in the quarter for payments of the annual employee incentive plan and payments related to the restructuring plan. While we are not providing revenue or EPS guidance for the full year fiscal 2010, we believe that if the economic environment stays the same, our operating margin will increase through the year as our restructuring actions begin to have a greater impact. In addition, we are taking further actions to reduce our cost structure, which will further benefit our operating margins. Lastly, we made some organizational changes to better align with our customers and accelerate product innovation in February. As part of this change there will be some product movement between business segments and we will provide revised historical results with our earnings release in May. Now I will turn it back to Carl.

Thanks, Sue. As I look back on our results for fiscal 2009, it was defined by two very distinct halves. The first half of the year was a continuation of the strong growth we experienced over the past five years. The second half clearly reflects the global economic downturn. As we look out at the start of our fiscal year 2010, our visibility is severely impaired. It’s difficult to gauge how close we are to the bottom and when things will start to turn around. Like you, we are diligently looking for signs. Because we serve a diverse set of markets and industries, we monitor a myriad of data points including AEC and manufacturing data by region, such as the total value of building and construction permits and manufacturing GDP by country. In particular, two items we view as very important to our business are reduced job losses and the increased availability of credit. During this downturn we remain focused on our structure. We have already removed approximately $130 million in annual operating expenses and we continue to remove additional costs. Over the years we have invested strategically in R&D and channel development as a means to strengthen our position in the market place. The strength of our technology and our channel will help us maintain our leadership throughout the downturn. We have launched our family of 2010 products over the next couple of months and they are filled with new and innovative features coming from these R&D efforts. Additionally, as we move forward, we are expanding our portfolio of product suites that will deliver better experiences to the customers we serve. The overall health of our channel partners remains vitally important to Autodesk. We have an active Partner Assistance Program in place on a global basis and we will continue to work closely with our partners in a collaborative effort to fight through these economic headwinds. So as we navigate through this environment, we remain focused on serving our customers and working with our channel partners. We also remain focused on delivering the world’s best design solutions and bringing best-in-class technology to our customers. Autodesk’s technological leadership, brand recognition, breadth of product line and large installed base will help us weather this storm and position us well for an eventual recovery. We believe that significant long-term opportunities exist for Autodesk to grow and lead in our respective markets. With that, I’ll turn it back over to the operator so we can take your questions.

(Operator instructions)

While the operator is polling for questions, I will inform you of our upcoming investor events. We will be attending the Morgan Stanley Tech Conference in San Francisco on March 2 and the Jefferies Technology Summit in Chicago on March 10. Additionally, we will be hosting our Annual Investor Day on April 2. This year's event will be at our gallery in San Francisco. We plan it to be an informative day and we hope you'll be able to join us. And with that, I’ll turn it back over to the operator.

Our first question comes from the line of Greg Dunham with Deutsche Bank. You may proceed. Greg Dunham – Deutsche Bank: Hi, yes. Thank you. I guess the first question is when you look at the guidance that you have provided for Q1, are you expecting the same kind of linearity throughout the quarter looking to Q1 as you have experienced in Q4?

No. I think roughly speaking I would say yes. The only kind of caveat I give is we have now seen a couple of quarter where external events have kind of nominated what happened. I don't think any of us expected to be sitting here with Lehman Brothers out of business or any of the other failures in the banking system. And so I'm unprepared to speculate on any of those things and how they might impact it. If you exempt those from consideration, I think linearity will be more or less the same.

Q1 does have a slightly different linearity than the rest of the year because of the product launches. In fact, that would, as Carl said, exempting other external factors would likely mimic previous years. Greg Dunham – Deutsche Bank: Okay. And then one quick follow-up, the deferred maintenance, that was actually up 9%, I know that had some contribution from acquisitions, but was that better than I guess the overall revenue growth? I think you mentioned the deferred billings were less than affected, but that seems a little more stable than I would have imagined?

Greg, the one thing about maintenance is that customers see the value in the program and we will continue to renew those contracts provided they have people in those seats. Now, we have continued to think that our maintenance revenue will grow well and that we will see good-bookings on that as long as there are people in those seats. So the job loss has affected that and I don't think it was tremendously different than we expected.

Our next question comes from a line of Heather Bellini with UBS. You may proceed. Heather Bellini – UBS: Hi. Thanks Sue and Carl. I just had two quick ones. Carl, just to follow up on – you commented that you weren’t sure if the Americas has hit bottom yet, it seems like the other regions around the world are a little bit behind the US. I was wondering if you could say where do you think we are because I think what we are all trying to figure out is, is your April quarter end revenue the bottom, or if the other regions are starting to accelerate, do we potentially see that happen in the July quarter, a sequential decline as well? And then I had a question, I am not sure this might be better for Sue, the last time you were going the type of revenue that you are guiding to was in fiscal year 2006, and your expenses for that year were just under $1 billion, so even with 135 million reduction in expenses you are guiding to, I guess I'm wondering how much more should we be assuming that you are going to take out, because it would imply you're still going to have OpEx of about 1.4 billion if we just take that 135 off of what you did last year, so I guess we are also all trying to figure out, you guys probably have a pretty good idea of what your expense level is going to be for fiscal year 2010, but can you size the business that quickly back to fiscal year 2006 or fiscal year 2007 on the OpEx one? And that is it, thanks.

Okay Heather. So let me just start. Yes I would like to be able to have more clarity around what is going on. It does look like, just not looking at us, but looking more broadly, the Americas led us into this and some of the international markets are following. I'm not – I don't feel enough conviction to say that the length of the downturn in each place would be the same. I think that it is hard to say. I think what we did see is an acceleration that was more than expected in the emerging economies. We tried to call that out in the script. We saw that fall off more dramatically. So other than that I mean I think we look every day for signs that tell us kind of where we are in this. Heather Bellini – UBS: There is no signs that we have bottomed then is what you're saying?

No. I don't really see any signs and what I'm really looking is broadly is the broad economic indicators. You know things like job loss, you know construction starts, you know things like foreclosures, all the typical economic data that everybody is looking at. I think with it the other thing that is a big deal for us and I’ve talked myself blue in the face about this, but credit financing is a big deal for our customers. We have many small medium customers and even our largest customers generally rely on credit to finance products and projects. And until there is more liquidity back in the system, until people are really able to get credit, it’s going to be difficult for many of these businesses to return to the levels that they are used to.

And Heather, with regard to your question, you are right. We have been doing benchmarking against our historical performance on revenue rates. We are anticipating for this year – we are not prepared to give you a forecast of what we think revenue will be for this year because it’s been rapidly changing. But as we look at the cost base, there is reason for us to think that if it continued to change, we will have to take further action and we are currently assessing what those actions might be.

And I would just add one thing, Heather, I think the framework you outlined is exactly the one that we're looking at. You're saying if we were able to do this level of business with this kind of cost structure, we should be able to do it again.

Our next question comes from a line of Steve Ashley with Robert W. Baird. You may proceed. Steve Ashley – Robert W. Baird: Thanks. Sue, first of all may be I could service some housekeeping, I was wondering if you could actually give us the revenue numbers for what the new seat business was and then what the subscription and upgrade business was?

You know what, Steve, let me do that offline. We have got them; I don't have it right in front of me. Upgrade is on the fact sheet, you can back into it from that. Steve Ashley – Robert W. Baird: Okay. And just in terms of subtraction, maybe you could qualitatively around renewals and what you are seeing people do in terms of the deal sizes, when they do renew some of their subscription deals?

So what I would say about the subscription renewals which we are monitoring closely, I think we are not seeing dramatic changes in subscription renewal by firm. I think where the changes are coming are where people have less employees. So for example if a firm has a thousand engineers last year and they only have 950 this year, they are renewing 950 seats. So qualitatively, most of the renewals that are not being made are due to job loss. There is the usual flux in the system that goes both ways as well, more people added, more people off, but if you wanted to look at what the principal vector was in there, I would say it is caused by whether or not people are – whether there are jobs and whether people are there but some seats. Steve Ashley – Robert W. Baird: Okay, great. Thank you.

Our next question comes from the line of Brent Thill with Citi. You may proceed. Brent Thill – Citi: Thanks Carl. Just as a follow-up to Heather’s question, are you evaluating the business and running it to a minimum operating margin this year so that if things do get worse, you are using that as your floor, and how you are managing the structure? Or is there some other metrics internally that you are looking at the company in running the company to in probably one of the worst downturns we have seen in a long time?

I think the operating margin one is difficult because there is that natural lag built into it as you are seeing right now. You have two complications, you have the expenses involved in reducing your expenses, plus you have the natural lag. I think the framework that Heather outlined is actually a more reasonable one and the one that we’ve been looking at is as we look at our revenue for the year, even as it changes, we look back historically to figure out what was the cost envelope that we had at the time that we did with much higher margins. And I think that is a more reasonable way to look at the problem. So there is no reason we believe regardless of the external factors that we can operate at the same levels we were at before. How you get there is actually trickier, you know, and the timeframe it takes, and how that averages out in the year which is part of the reason why we felt it was best not to give guidance around things like operating margin for the year. Brent Thill – Citi: Okay. And just a quick follow-up, in terms of your go to market this year with the new product cycles, is there any changes that you are making considering the environment we are in?

I mean I think most of the changes we have made in how we go to market are independent of it. And then I will get back to the couple changes that we are making. I mean the biggest change I think we’ve made this year, because it was mostly a very normal product recycle, was this idea of having more bundles or suites. And so we have introduced two of them, there will be more throughout the year. We think in an environment where people are very value sensitive, that is a way to provide more value to our customers, and we are going to continue to roll those out through the year. I think the change you see is there are parts – I mean these are small bright spots and so I do not want to overdo it. But there are some areas where you can see – for example, we believe that there will be money coming into the US economy through the infrastructure spending, that is in the stimulus package. You see countries like China that are probably more effective at directing money towards infrastructure build out, so we're focusing efforts on places like that. And in general, we are just looking for the places where our business is better. One of the interesting things we saw throughout the quarter was that our direct business held out much better than our business through our channel partners. And so not only direct to government but just direct in general, we had almost as many large deals this fourth quarter as we had the fourth quarter of the previous year. So there are places where we are able to be in front of the customers and have conversations where we are actually very effective at selling. The dynamic there tends to be around companies who are also looking to save money, who are looking to consolidate, and generally speaking chose a lower cost, a lower total cost of ownership provider.

Our next question comes from the line of Sterling Auty with JPMorgan. You may proceed. Sterling Auty – JPMorgan: Yes, thanks. Hi guys. Just wondering based on the restructuring plan that you’ve currently announced, which quarter should be the bottom in expenses? And then just a follow on, in a different area, Carl, can you talk about – your mentioned the credit, have you changed any terms in terms of how you are dealing with the channel, in terms of maybe what credit you might be extending to them?

Yes. So I'm not sure if it is the top or the bottom in expenses, but let me – I think this is going to be a year of constant re-jiggering and kind of titrating expenses. So I think from restructuring we previously announced, by the third quarter, you will see the full effect. You may even see the full effect in the second quarter, but certainly by the third. I think the complication will be is that we are continuing to lay in expense reductions, so I think the 130 annualized is not the right number to look at because we are going to continue to reduce our expenses throughout the year. And I think as we get either further in this quarter on the next call we will be able to give you more detail about further expense reductions.

And Sterling, as far as partners go, we are looking at what we can do to help them in this time; obviously keeping the channel healthy is primary importance to us. So we're going back and looking at credit limits and making sure that they are at the right level, that to the extent we can get payments to them in a more timely manner around incentives and things like that, we're doing that, anything that we can do to help their capital, we know is very important in a time like this. So we are looking – we’ve begun looking at a number of different things that we can do and we will continue with that throughout the year.

Our next question comes from the line of Mike Olson with Piper Jaffray. You may proceed. Mike Olson – Piper Jaffray: :

Well, you know, I think the Antarctica has been relatively immune, maybe Greenland as well, although not Iceland as we all found out. More seriously, Mike, I think we have seen it across really all of the regions by now. I think the one that is more variable, one because of the growth we have experienced there, really the emerging economies, and because they just seem to have this huge dependence on what is going on in the more developed countries. So I think it is hard to know, I mean you still see some pretty bullish outlooks I would say for China and India, obviously much less scope for Russia, so I think the most volatile parts are presumably the emerging economies, but at this point I haven't seen really an unscathed territory out there. Mike Olson – Piper Jaffray: All right, thanks a lot.

Our next question comes from the line of Keith Weiss with Morgan Stanley. You may proceed. Keith Weiss – Morgan Stanley: Hi guys. I guess my question is similar along the lines of what is holding up relatively better than others, and I mean from your numbers, there's two areas that I feel one is, it looks like manufacturing has relatively outperformed some of the other areas as well as EMEA held up pretty well, well two areas there. I mean do you find that to be sustainable like if you look at EMEA negative 8% constant currency growth, it does look like they're following the Americas, is that level sustainable or is that – are those relatively better numbers stuff that you're expecting to follow the course of some of the less performing regions or less performing parts of your product portfolio?

Yes. I mean – so a couple of ways to look at this. I think just looking at our guidance, you can see that we are anticipating something that is very different than the seasonal kind of equivalent between Q4 and Q1. I think that is mostly taking into account what is going on in places outside the Americas. If you looked at EMEA during the quarter, the second half of the quarter was considerably worse; if you look at the emerging economies, they are worse. I think Asia has been bad how long. So I think in some ways our guidance is already taking into account what we were saying in kind of the daily run rates of the business. Like I said I think the other things where you look at the performance, I expect the channel business to be weaker compared with comparable companies, channel business in this environment seems to be harder, smaller medium businesses, direct businesses seem to be holding up better, and so I expect that trend to continue. Maybe you want to…

I think that is right. With regard to your question about the split by industry, certainly the economic data that we see shows that the AEC industries have been hit much harder thus far than manufacturing. As we think throughout over the longer term and feel that our first quarter is considerably worse than the fourth, we don't break down our forecast by industry or geography. But we are expecting all of them will continue to just deteriorate into the first quarter.

Our next question comes from the line of Richard Davis with Needham. You may proceed. Richard Davis – Needham: Thanks. Question for you, I guess, Carl, there are some large firms out there, those headquartered in Redwood Shores, or what have you, are going out actually and auditing their customers to find out to make sure that they are paying for all of their seats or CPU usage and things like that, obviously the latter is not relevant to you, but the former might be. Have you thought about doing that as a means to drive revenues because obviously the flipside is you could anger your customers at the same time they are struggling too, so it is a thought with regard to driving revenues. Obviously, you can run the business by cost controls, but that was the question.

Yes. So Richard, I mean what I would say is this is this delicate balance that we live with all the time, and I would say in some ways, we have a lot of experience with this. Piracy is so rampant in desktop software compared to enterprise software. And we're always trying to weight these two things between. I think we are in just slightly different realm than one of the companies you mentioned in that I think it is – I think we will continue to do license compliance, I think we will continue to do license compliance on a worldwide basis, I think there is a risk if you can really anger customers if you go all the way to track down every last seat, particularly in the emerging economies. I think the other thing to wrestle with and that is somewhat the nature of the difference in our customer base between us and large enterprise players is some of the small medium companies that we would go after don't actually have the money to pay. And so we can hand the bills for things that they can't even pay so I don't at all want that to be – I am not giving anyone a license to steal our software, and we will continue to be vigilant about it. We certainly haven't built into our model anything about increased license compliance revenue. I mean I think the other trick just as a backdrop for them if they should be listening is, some of the help that you get in other countries, we have talked about how sophisticated you need to be in terms of getting all the things lined up in order to do good license compliance is that some of the governments of developing economies which are crucial components in being able to enforce it are not as willing to go after their companies given the economic situation they find themselves in. So particularly those emerging economy countries governments are really not as cooperative as they sometimes are.

Our next question comes from the line of Steven Koenig with KeyBanc Capital Markets. You may proceed. Steven Koenig – KeyBanc Capital Markets: Hi, thanks for taking my question. I'm wondering if you can give any idea or thoughts on how you are might look to use your cash at this point basically keep your cash do any acquisition or buybacks at this point, et cetera?

I think what we are looking at is we are trying to preserve cash as much as possible. Just to remind you what we said in the script, 80% of it continues to be offshore. Unfortunately some of the repatriation legislation didn't make it through despite handing out trillions of other dollars, they couldn’t find their way to actually allow companies to repatriate money. I would say our tolerance for acquisitions has gone way down in this environment and I would say just the M&A market in general I feel is going to go down because I think there is going to be difficulty in aligning the expectations of buyers and sellers. We have seen this already. So the only acquisitions I could imagine making are really small, tucked in technology ones, and even those I'm not sure we will be able to come to agreement on them. At the current stock prices, we constantly consider stock buyback. It is there and it is available to us and I think we will continue to monitor it certainly throughout the first part of the year.

Our next question comes from the line of Ross MacMillan with Jefferies. You may proceed. Ross MacMillan – Jefferies: Yes, thanks. Carl, have you guys tried to size the impact to the AEC industry and infrastructure industry from what has been announced vis-à-vis the new funds? And maybe also for the countries, have you tried to think about that? Thanks.

Yes. I mean what we have done is, we have spent a large amount of time looking at where governments are spending money, and the US and China are the two that are doing it, and we have spent a lot of time working on getting ourselves into that flow. So I think one of the important things is to remember for all of the governments that are spending money, it is not just building the infrastructure, it is building smart infrastructure. There is a lot of ways to build building bridges to nowhere, I would say in the US, 535 people get involved in it, it becomes more likely. And so the trick is figuring out ways that we can help really use the technology and build better infrastructure. I think what you will see if you look and you do the math on the plans that have been announced so far in China and the US, it is relatively small related to the overall GDP. The construction infrastructure spend worldwide in normalized times is approximately $4 trillion, so you think you’ve got a couple hundred billion dollars here and a couple hundred billion dollars there. I think the really important thing is to help restore confidence and that people start believing that the governments are investing and they can invest and companies can start hiring. It is really what it is. I think the name says it all, it is a stimulus, it is not going to be the funding for it. It is just going to be the catalyst hopefully to get business rolling again.

Our next question comes from the line of Dan Cummins with Lime Rock. You may proceed. Dan Cummins – Lime Rock: Thanks. I'm curious if there are people in your boardroom or CFO candidates for that matter who are coming at you with the idea that you ought to be resizing Autodesk for the world as it was in 2002, let’s say, or something a little more radical than 2006? You're doing I think $250 million annualized rise business in emerging markets right now, that certainly doesn't look like it is sustainable anywhere near that level, maybe half of that as they reform, so I am just curious if there is really radical medicine that is coming or that is needed, how frank is this dialog right now, I mean all of your end markets are credit sensitive?

I wasn’t implying 2006 was the right number. I don't think 2002 was the right number either, and we just finished the quarter $490 million, which would have probably in 2002 been two quarter almost. But I take the gist of your argument which says we are doing our best to try to figure out what the size of it is and trying to do it in an expedited but reasonable fashion. And I think that is the balance is you want to get ahead of it, you don't want to destroy a company in doing it. And so I don't if 2006 is the right number, I don’t know if 2004 is. There are many things that have happened, that are stranger than us being at a 2002 level. Half the analysts that used to be on the call, the institutions no longer exist. So stranger things have happened and so I think we continue to look at it, we think it is important. I think we try to stress throughout the call that we went forward with a restructuring plan. It is already obvious to us that we need to size this business considerably smaller, and we are taking steps to do that. And I think as we go throughout the year we will figure out what that size eventually is.

Our next question comes from the line of Phil Winslow with Credit Suisse. You may proceed. Phil Winslow – Credit Suisse: Hi guys. Just got a quick question on your expectations on that subscription and maintenance line, I wonder if you can tell us [ph] about the churn rate you have seen recently, and just what you're anticipating sort of for the next quarter and for the next fiscal year.

You know what, I mean generally we don't forecast it, but let me just give you qualitatively and Sue can chip in, is I think it is particularly difficult right now to forecast. I think a lot depends on how much our customers tightened down their spending. As Sue said, right now customers find this to be very valuable program, they think it is important, they're paying for the seats that they use. I think there is some potential going forward that things could get so bad that people start stop paying for maintenance. And that is not just for us but it is for other software companies as well. That is why I think there's a lot of unpredictability in the model. I think if things are the way there are now, or they get better, I think you will see rates similar to what we saw this quarter.

Yes, I think that’s right. We haven't built in significant deterioration in our renewal rates or our cash rates. Obviously the number of new seats has changed and so that impacts the change line and the booking fine. And we have seen a slight drop in the renewals rate that we attribute to having fewer workers in the industry, but there may be a point where there is a complete paradigm shift, where people just are not going to renew anymore going forwards. There's a big financial penalty for them to get off maintenance, it costs them about 50% more to do an upgrade to get current at some point in time. On the other hand, if they don't have the cash, that’s the choice they are going to begin to make, so we will have to continue to monitor that as we go forward.

Our next question comes from the line of Kash Rangan with Merrill Lynch. You may proceed. Kash Rangan – Merrill Lynch: Hi. Thank you very much. Carl I was just curious, I you’re your propensity to do large deals is probably very low right now, but you have commented that the AEC vertical is a lot more fragmented than the manufacturing vertical, and that there is an option to sort of grow the pie. I am just wondering if you have any thoughts on how you could get more customers wallet share within that vertical of making small tuck in acquisitions or perhaps even extend beyond the domain of design and move into other adjoining areas like project management etc, just wondering how you think about gaining share in a tough environment dramatically over the next few years?

Yes, I think the answer is, I do think there are a number of structural impediments to M&A. I think companies like us are preparing cash and I do think that the small companies, except for the ones who are facing near death experiences are not going to appreciate the valuations that they would be willing to pay at this point. Private companies unlike public ones get to exist under the delusion of what they were through much longer, and so I think many of them still think they're worth what they were worth two or three years ago. And so I think there is a difficulty in doing these deals. Having said that I don't think it is difficult to gain market share. I mean one of the things that is important about us is the price point we actually pay in the market and the value we delivered for it. And so I think one of the really critical ways which we can continue to gain share is when you see companies consolidate. The conversations we are having, certainly with our large customers, are mostly places where they have heterogeneous use of design and engineering tools. In this environment, every company is looking to save costs. They are looking for the vendors who provide them with the most value with the lowest total cost of ownership with the easiest access to a trained workforce. All of those are criteria that we end up on top when people rank it. And so in most of the places, where consolidation is going down in the name of cost savings, we're coming out on top. So I think we will be able to do that. I think we have a number of initiatives. I mean one of the things from our investment in R&D over the last number of years is we still continue to have a number of projects that are incubating. And I think – I can't imagine during a downturn new product launches are going to be at all meaningful to revenue, but they can continue to incubate through this period and two to three years from now they can be meaningful back to the question of not just taking market share but how do you grow the pie.

(Operator instructions) And our next question comes from the line of Sunil Dastidar [ph] with Centennial Investments. You may proceed. Sunil Dastidar – Centennial Investments: In the first month of this current quarter, have you seen any changes in terms of your selling cycle, or in terms of the demand for the product pickup or you haven’t seen any kind of changes here?

As you can tell by our guidance the average selling rates, we are expecting to be considerably lower than what we have experienced in the fourth quarter. So the environment has continued to change and our guidance reflects that. Sunil Dastidar – Centennial Investments: And this is primarily coming from the emerging markets that the environment continues to deteriorate there or it is all everywhere?

No, it has been pretty widespread. I would say we have seen less deterioration in the Americas this quarter than we had – and again I think a lot of that has to do with the fact that the Americans are five quarters into a slowdown. And in the other geographies, it is much newer. But it is fairly widespread; it is certainly not just limited to emerging.

Our next question comes from the line of Blair Abernethy with Thomas Weisel Partners. You may proceed. Blair Abernethy – Thomas Weisel Partners: Thank you. I just want to see Carl if you can expand a little more on the channel and how they are faring during this time, maybe you could expand a bit more on sort of some of the things that you are doing to support them, but also what are some of the risks that you see in the channel being able to cope with the situation?

So I would say – I mean I think like every business and particularly small business, this has to be a really hard time on our channel partners as well as everyone else's channel partners. These tend to be small businesses, they are cash flow sensitive businesses, they have a small number of employees in one geographic location, it’s kind of a make up of those. What we have been trying to do is put some programs in place that allows them to get cash flow earlier. So we're trying to move – sometimes when things are going well, we really try to manage behavior in terms of how much of each product or product categories they sell. Sitting here today you say you are almost too clever by half during the good times, right now we removed many of those restrictions or incentives, and said, look, if you can sell in this environment, we will pay you for that. We have also tried to move those payments forward in a way so that they are not waiting for backend payments, looking for the business throughout the quarter, because that is what that required previously. So a number of programs like that we have put in place. We have talked about the times about working with partners to put in zero percent financing options so that if they do have customers who do want to buy they certainly can extend them credit. They have facilities available to them. So a number of measures working with them and just trying to simplify things on the back-end, lowering the cost of doing business with us, we continue to invest in that.

It appears, at this time, there are no additional questions. I would now turn the call back over to Mr. David Gennarelli for closing remarks.

That is all we have for this afternoon. We will be available for callbacks. You can reach me at 415-507-6033. Thank you.

This concludes today’s conference. You may now disconnect. Good day.