Autodesk (ADSK) 10-K risk factor changes: FY2021 vs FY2020

In addition, these risks and uncertainties may impact the [removed: “forward-looking”] [added: forward-looking] statements described elsewhere in this Form 10-K and in the documents incorporated herein by reference.

They could affect our actual results of operations, causing them to differ materially from those expressed in [removed: “forward-looking”] [added: forward-looking] statements.

*Global economic and political conditions may further impact our industries, [removed: business] [added: business,] and financial results.*

The United States and other [removed: international] [added: countries’] economies have experienced cyclical [removed: downturns from time to time] [added: downturns,] in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, decreased government spending, reduced corporate profitability, volatility in credit, [removed: equity] [added: equity,] and foreign exchange markets, [removed: bankruptcies] [added: bankruptcies,] and overall [removed: uncertainty with respect to the economy.][added: uncertainty.]

If economic growth in countries where we do business slows or if such countries experience further economic recessions, customers may delay or reduce technology [added: purchases.]

As described elsewhere in [removed: this Risk Factors section,] [added: these risk factors,] we are dependent on international revenue and operations and are subject to related risks of conducting business globally.

[removed: Geopolitical trends] [added: Trends] toward nationalism and protectionism and the weakening or dissolution of international trade pacts may increase the cost of, or otherwise interfere with, conducting business.

These trends have increased [removed: levels of] political and economic unpredictability [removed: globally,] [added: globally] and may increase the volatility of global financial [removed: markets;] [added: markets, and] the impact of such developments on the global economy remains uncertain.

Political instability or adverse political developments in any of the countries in which we do business could harm our business, results of [removed: operations] [added: operations,] and financial condition.

Any of these events could harm our business, results of [removed: operations] [added: operations,] and financial condition.

*Our strategy to develop and introduce new products and services exposes us to risks such as limited customer acceptance, costs related to product defects, and large expenditures, each of which may [removed: not] result in [added: no] additional net revenue or [removed: could result in] decreased net revenue.*

[removed: Rapid] [added: The software industry is characterized by rapid] technological [removed: changes,] [added: changes] as well as changes in customer requirements and [removed: preferences, characterize the software industry.][added: preferences.]

[removed: Just as the transition from mainframes to personal computers transformed the industry over 30 years ago,] [added: In recent years,] the [removed: software] industry has undergone a transition from developing and selling perpetual licenses and on-premises products to subscriptions and [removed: cloud enabled] [added: cloud-enabled] technologies.

In addition, we frequently introduce new business models or methods that require a considerable investment of technical and financial [removed: resources] [added: resources,] such as our introduction of flexible subscription and service [removed: offerings.][added: offerings and our transition of multi-subscription plans to named-user plans.]

It is uncertain whether these strategies, including our product and pricing changes, will [removed: prove successful] [added: accurately reflect customer demand] or [added: be successful, or] whether we will be able to develop the necessary infrastructure and business models more quickly than our competitors.

We [removed: are making] [added: make] such investments through further development and enhancement of our existing products and services, as well as through acquisitions.

If we are not able to meet customer requirements, either with respect to our software or the manner in which we provide such products, or if we are not able to adapt our business model to meet our [removed: customers'] [added: customers’] requirements, our business, financial [removed: condition] [added: condition,] or results of operations may be adversely impacted.

In particular, a critical component of our growth strategy is to have customers of our AutoCAD and AutoCAD LT [removed: products] [added: products, as well as other individual Autodesk products,] expand their portfolios to include our other offerings and cloud-based [removed: functionality.][added: functionality, and we are taking steps to accelerate this migration.]

At times, sales of our AutoCAD and AutoCAD LT or individual Autodesk flagship products have decreased without a corresponding increase in Industry Collections or cloud-based functionality [removed: revenue] [added: revenue,] or without purchases of customer seats to our Industry Collections.

Our executive management team must [added: continuously] act [removed: quickly, continuously,] [added: quickly] and with vision, given the rapidly changing customer expectations and technology advancements inherent in the software industry, the extensive and complex efforts required to create useful and widely accepted [removed: products] [added: products,] and the rapid evolution of cloud computing, mobile devices, new computing platforms, and other technologies, such as consumer products.

Although we have articulated a strategy that we believe will fulfill these challenges, if we fail to execute properly on that strategy or adapt [removed: that] [added: the] strategy as market conditions evolve, we may fail to meet our [removed: customers'] [added: customers’] expectations, [removed: fail] [added: be unable] to compete with our competitors' products and technology, and lose the confidence of our channel partners and employees.

We regularly acquire or invest in businesses, software [removed: solutions] [added: solutions,] and technologies that are complementary to our business through acquisitions, strategic [removed: alliances] [added: alliances,] or equity or debt [removed: investments.][added: investments, including several transactions in fiscal 2021.]

The risks associated with such acquisitions [removed: include, among others,] [added: include] the difficulty of [removed: assimilating] [added: integrating] solutions, [removed: operations] [added: operations,] and [removed: personnel,] [added: personnel;] inheriting liabilities such as intellectual property infringement [removed: claims, the] [added: claims;] failure to realize anticipated revenue and cost [removed: projections,] [added: projections and expected synergies;] the requirement to test and assimilate the internal control processes of the acquired business in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of [removed: 2002,] [added: 2002;] and [removed: the] diversion of management's time and attention.

[removed: | • |] [added: -] the inability to retain customers, key employees, vendors, distributors, business partners, and other entities associated with the acquired business; [removed: |]

[removed: | • |] [added: -] the potential that due diligence of the acquired business or solution does not identify significant problems; [removed: |]

[removed: | • |] [added: -] exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including [removed: but not limited to,] claims from terminated employees, customers, or other third parties; [removed: |]

[removed: | • |] [added: -] the potential for incompatible business cultures; [removed: |]

[removed: | • |] [added: -] significantly higher than anticipated transaction or integration-related costs; [removed: |]

[removed: | • | the potential additional exposure to] [added: -] fluctuations in [added: foreign] currency exchange [removed: rates;] [added: rates] and [removed: |][added: the effectiveness of our hedging activity;]

[removed: | • |] [added: -] the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business. [removed: |]

[removed: In addition, such acquisitions] [added: Acquisitions] and investments have in the past and may in the future contribute to [removed: potential] fluctuations in our quarterly financial results.

These fluctuations could arise from transaction-related costs and charges associated with eliminating redundant expenses or write-offs of impaired assets recorded in connection with acquisitions and [removed: investments.][added: investments, and could negatively impact our financial results.]

*We are dependent on international revenue and operations, exposing us to significant [added: international] regulatory, [removed: global] economic, intellectual property, collections, currency exchange rate, taxation, [removed: political instability] [added: political,] and other risks, which could adversely impact our financial results.*

International net revenue represented 66% of our net revenue in both fiscal [removed: 2020] [added: 2021] and [removed: 2019, respectively.][added: 2020.]

Our [removed: international revenue, including that from emerging economies, is subject to general economic and political conditions in foreign markets, including conditions in foreign markets resulting from economic and political conditions in the U.S. Our] [added: total] revenue is also impacted by the relative geographical and country mix of our revenue over time.

Our dependency on international revenue makes us much more exposed to global economic and political trends, which can negatively impact our financial [removed: results,] [added: results] even if our results in the [removed: U.S.] [added: United States] are strong for a particular period.

We anticipate that our international operations will continue to account for a significant portion of our net [removed: revenue,] [added: revenue] and, as we expand our international development, [removed: sales] [added: sales,] and marketing expertise, will provide significant support to our overall efforts in countries outside of the [removed: U.S.][added: United States.]

[removed: | • |] [added: -] economic volatility; [removed: |]

[removed: | • |] [added: -] tariffs, quotas, and other trade barriers and restrictions; [removed: |]

[removed: | • |] [added: -] fluctuating currency exchange rates, including devaluations, currency [removed: controls] [added: controls,] and inflation, and risks related to any hedging activities we undertake; [removed: |]

*Summary of Risk Factors*

Our business is subject to numerous risks and uncertainties that you should consider before investing in our securities.

These risks are described more fully below and include, but are not limited to, risks relating to the following:

- Our strategy to develop and introduce new products and services, exposing us to risks such as limited customer acceptance, costs related to product defects, and large expenditures.

- The effects of the COVID-19 pandemic and related public health measures.

- Global economic and political conditions.

- Costs and challenges associated with strategic acquisitions and investments.

- Dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks.

- Inability to predict subscription renewal rates and their impact on our future revenue and operating results.

- Existing and increased competition and rapidly evolving technological changes.

- Fluctuation of our financial results, key metrics and other operating metrics.

- Deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections.

- Any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives.

- Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market causing the market price of our stock to decline.

- Social and ethical issues relating to the use of artificial intelligence in our offerings.

- Security incidents compromising the integrity of our or our customers’ offerings, services, data, or intellectual property.

- Reliance on third parties to provide us with a number of operational and technical services as well as software.

- Our highly complex software, which may contain undetected errors, defects, or vulnerabilities.

- Increasing regulatory focus on privacy issues and expanding laws.

- Governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

- Protection of our intellectual property rights and intellectual property infringement claims from others.

- The government procurement process.

- Fluctuations in currency exchange rates.

- Our debt service obligations.

- Our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors.

*Risks Relating to Our Business and Strategy*

*The effects of the COVID-19 pandemic and related public health measures have affected how we and our customers are operating our respective businesses, and the extent of the impact on our business and results of operations remains uncertain*.

We have observed other companies as well as governments taking precautionary measures to address COVID-19.

In particular, if we are not able to retain current customers and attract new business, including multi-year contracts, or if customer renewal rates decline or fluctuate, it could have a material adverse effect upon our business and results of operations.

During fiscal 2021, we took a number of actions to support our customers, including extending payment terms to 60 days through the beginning of August 2020, offering free commercial use of our cloud collaboration products through June 2020, delaying the transition from multi-user licenses to named-user licenses from May to August 2020 to minimize disruption, and deferring a 20% maintenance price increase from May to August 2020.

These actions have affected our cash flow, and if these actions as well as our other sales and marketing activities are not successful in retaining current customers and in closing new business, our business and results of operations could be materially adversely affected.

Given the evolving business environment as a result of the COVID-19 pandemic, we are actively managing our spending, reducing travel and entertainment expense, monitoring our hiring rate, and rationalizing our marketing spend.

We will continue to invest in critical areas such as R&D, construction, and digitizing the company to support our future success as we come out of the pandemic.

If we are not able to successfully manage our spending and investment, it could have a material adverse effect on our cash balances, business, and results of operations.

For example, the coronavirus (COVID-19) pandemic has caused additional uncertainty in the global economy, and an economic downturn or recession in the United States or in other countries may occur or has already occurred and may continue.

The extent to which COVID-19 will impact our financial condition or results of operations is still uncertain and will continue to depend on developments such as the impact on our customers, vendors, distributors, and resellers, as well as other factors, including the full duration and the extent of the pandemic; actions taken by governments, businesses, and consumers in response to the pandemic; speed and timing of economic recovery; our billings and renewal rates, including new business close rates, rate of multi-year contracts, pace of closing larger transactions, and new unit volume growth; and effect of the pandemic on margins and cash flow.

All of these factors continue to evolve and remain uncertain at this time, and some of these factors are not within our control.

*Our business could be adversely impacted by the costs and challenges associated with strategic acquisitions and investments.*

- potential additional exposure to economic, tax, currency, political, legal, and regulatory risks associated with specific countries; and

In addition, if we do not complete an announced acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated.

For example, the recent Coronavirus disease (COVID-19) has caused additional uncertainty in the global economy.

The extent to which COVID-19 may impact our financial condition or results of operations is currently uncertain and will depend on developments such as the impact on our customers, vendors, distributors and resellers.


*2020 Form 10-K 14*

purchases.

For example, in fiscal 2021, we are transitioning multi-subscription plans to named user plans.

We want customers using individual Autodesk products to expand their portfolio with our other offerings and cloud-based functionality, and we are taking steps to accelerate this migration.

*2020 Form 10-K 15*

*Our business could suffer as a result of risks, costs, charges and integration risks associated with strategic acquisitions and investments such as the recent acquisitions of Assemble Systems, Inc., PlanGrid, Inc. and BuildingConnected, Inc.*

For example, we recently acquired Assemble Systems, PlanGrid and BuildingConnected.

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These costs or charges could negatively impact our financial results for a given period, cause quarter to quarter variability in our financial results or negatively impact our financial results for several future periods.

We are dependent on our international operations for a significant portion of our revenue.

At times, these factors adversely impact our international revenue, and consequently our business as a whole.

*2020 Form 10-K 16*

The United Kingdom officially left the European Union pursuant to Brexit on January 31, 2020, with a transitional period set to end on December 31, 2020.

The withdrawal of the United Kingdom from the European Union could, among other potential outcomes, adversely affect the tax, tax treaty, banking, operational, legal and regulatory regimes to which our businesses in the region are subject.

While the United Kingdom left the European Union as of January 31, 2020, it has until December 31, 2020 to negotiate a new trade agreement addressing customs and trade matters.

New or increased tariffs and other changes in U.S. trade policy could trigger

*2020 Form 10-K 17*

*The effect of the novel coronavirus COVID-19 on Autodesk’s business is currently unknown but it may adversely affect our business and results of operations*.

The impacts of the global emergence of COVID-19 on our business and financial results are currently unknown.

We have observed other companies as well as many governments taking precautionary and preemptive actions to address COVID-19, and they may take further actions that alter their normal business operations.

*2020 Form 10-K 18*

our employees, customers, partners, suppliers and stockholders.

We have modified our privacy practices to comply with GDPR.

The Privacy Shield and the European Commission’s model contractual clauses are currently the subject of legal challenges in the European Union, however, and it is unclear whether these will serve as appropriate means for us to transfer personal data from the European Union to the United States.

We have also self-certified to the Swiss-U.S. Privacy Shield program in relation to the transfer of personal data from Switzerland to the United States.

This Privacy Shield program also may no longer be valid due to possible legal challenges.

Additionally, in June 2016, the United Kingdom voted to leave the European Union, which could also lead to further legislative and regulatory changes with regard to personal data.

The United Kingdom Data Protection Act that substantially implements the GDPR became law in May 2018.

The CCPA was amended in September 2018 and November 2019, and modifications were proposed in February 2020.

It is unclear whether further modifications will be made to this law.

Additionally, in October 2019, the California Department of Justice published a notice of proposed rulemaking action with respect to draft regulations to implement the CCPA.

*2020 Form 10-K 19*

*2020 Form 10-K 20*

Our exposure to adverse movements in foreign currency exchange rates could have a material adverse impact on our financial results and cash flows.

*2020 Form 10-K 21*

If our distribution channel suffers financial losses, becomes financially unstable or insolvent, or is not provided the right mix of incentives to sell our subscriptions, our ability to generate revenue will be adversely affected.*

[removed: As such, our] [added: Our] actual results [removed: could] [added: may] differ materially from those [removed: set forth] [added: anticipated] in [removed: the] [added: these] forward-looking statements as a result of [removed: a number of] [added: several] factors, including those set forth above in Part I, Item 1A, [removed: “Risk Factors,”] [added: "Risk Factors,"] and [added: elsewhere] in [removed: our other reports filed with the U.S. Securities and Exchange Commission.][added: this report.]

We [added: have] developed and sustained a compelling value proposition based upon desktop software for the personal computer.

[removed: Today, we] [added: We] offer subscriptions for individual products and Industry Collections, [removed: EBAs,] [added: enterprise business arrangements (“EBAs”),] and cloud service offerings (collectively referred to as [removed: "subscription plan").][added: “subscription plan”).]

Our cloud offerings, for example, BIM 360, Shotgun, AutoCAD web [removed: app] [added: app,] and AutoCAD mobile app, provide tools, including mobile and collaboration capabilities, to streamline design, collaboration, building and [removed: manufacturing] [added: manufacturing,] and data management processes.

We believe that customer adoption of these [removed: new] [added: latest] offerings will continue to grow as customers across a range of industries begin to take advantage of the scalable computing power and flexibility provided through these [removed: new] services.

Industry Collections provide our customers with [removed: increased] access to a broader selection of Autodesk solutions and [removed: services that exceeds those previously available in suites -] [added: services,] simplifying the [removed: customers'] [added: customers’] ability to [removed: get access to] [added: benefit from] a complete set of tools for their industry.

To support our strategic priority of re-imagining [removed: construction, in fiscal 2019,] [added: AEC,] we [removed: strengthened] [added: are strengthening] the foundation of our [removed: construction] [added: AEC] solutions with both organic and inorganic investments.

As part of our [removed: manufacturing strategy,] [added: strategy in manufacturing,] we continue to attract both global manufacturing leaders and disruptive startups with our generative design and [removed: our] [added: cloud-based] Fusion 360 technology enhancements.

See Note 2, "Revenue Recognition" in the Notes to the Consolidated Financial Statements for further detail on the results of our indirect and direct channel sales for the fiscal years ended January 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.][added: 2019.]

We employ a variety of incentive programs and promotions to [added: align our direct and indirect channels with our business strategies.]

In addition to the competitive advantages afforded by our technology, our large global network of distributors, resellers, third-party developers, customers, [added: educators,] educational institutions, [removed: educators,] [added: learning partners,] and students is a key competitive advantage which has been cultivated over an extensive period.

To help our customers imagine, design, and make a better world, our [removed: sustainability] [added: impact] initiatives focus our efforts on the areas where we can have the greatest positive impact: products and [removed: support,] [added: support for our customers,] catalyzing impact and innovation [added: across industry, investing] in our [removed: future markets,] [added: customers’] and [added: employees’ access and ability to learn and develop relevant skills for in-demand roles, and] leading by example with our 100% [removed: renewable] [added: renewable, net-zero greenhouse gas emissions,] and [removed: sustainable] [added: inclusive] business practices.

Through our products and services, we [removed: are supporting our] [added: partner with] customers to [added: help them] better understand and improve the [removed: environmental] [added: environmental, energy, and materials] performance of everything they [added: make, help them] make [removed: and mitigate the causes] [added: products, buildings,] and [removed: effects of climate change.][added: entire]

Our strategy depends upon a number of assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, third-party developers, customers, [added: educators,] educational institutions, [added: learning partners,] and students; improving the performance and functionality of our products; and adequately protecting our intellectual property.

[added: Accordingly, these] are the accounting policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

In these instances, we use relevant information such as the sales channel [removed: and geographic region] to determine the SSP.

[removed: *Privately Held Company] [added: *Strategic] Investments.* [removed: Privately held] [added: Strategic investment] debt and equity securities are valued using significant unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity.

The carrying value is adjusted for our [removed: privately held] [added: strategic investment] equity securities if there are observable price changes in a same or similar security from the same issuer or if there are identified events or changes in circumstances that may indicate impairment, as discussed below.

Whenever possible, we use observable market data and rely on unobservable inputs only when observable market data is not [removed: available,] [added: available] when determining fair value.

We assess our [removed: privately held] [added: strategic investment] debt and equity securities [removed: strategic investment] portfolio quarterly for impairment.

[removed: Our] [added: For our quarterly] impairment [added: assessment of privately held debt and equity securities, the] analysis encompasses an assessment of the severity and duration of the impairment and qualitative and quantitative analysis of other key factors [removed: including] [added: including:] the investee’s financial metrics, the investee’s products and technologies meeting or exceeding predefined milestones, market acceptance of the product or technology, other competitive products or technology in the market, general market conditions, management and governance structure of the investee, the investee’s liquidity, debt [removed: ratios] [added: ratios,] and the rate at which the investee is using its cash.

Unanticipated events and circumstances may occur which may affect the accuracy or validity of such [added: assumptions, estimates, or actual results.]

[removed: | • |] [added: -] future expected cash flows from sales, subscriptions and maintenance agreements, and acquired developed technologies; [removed: |]

[removed: | • |] [added: -] the acquired company's trade name, trademark and existing customer relationship, as well as assumptions about the period of time the acquired trade name and trademark will continue to be used in our product portfolio; [removed: |]

[removed: | • |] [added: -] expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed; [removed: |]

[removed: | • |] [added: -] uncertain tax positions and tax related valuation allowances assumed; and [removed: |]

[removed: | • |] [added: -] discount rates used to determine the present value of estimated future cash flows. [removed: |]

We consider the following factors important in determining when to perform an impairment review: significant under-performance of a business or product line relative to [removed: budget;] [added: budget,] shifts in business strategies which affect the continued uses of the [removed: assets;] [added: assets,] significant negative industry or economic [removed: trends;] [added: trends,] and the results of past impairment reviews.

In assessing the need for [added: or release of a] valuation allowance, we consider all available evidence including past operating results and estimates of future taxable income.

As we continually strive to optimize our overall business model, tax planning strategies may become feasible and prudent whereby management may determine that it is more likely than not that the [removed: federal] [added: Netherlands, Canada, California, Michigan] and [removed: state] [added: U.S. capital loss] deferred tax assets will be realized.

Each quarter we will continue to evaluate the positive and negative evidence of our ability to utilize our [removed: U.S. and foreign] [added: global] deferred tax assets.

OVERVIEW OF [removed: FISCAL 2020][added: FISCAL 2021]

[removed: | • |] [added: -] Total net revenue was [removed: $3.27] [added: $3.79] billion during fiscal [removed: 2020,] [added: 2021,] an increase of [removed: 27%] [added: 16%] compared to the prior fiscal year. [removed: |]

[removed: | • | Total ARR] [added: - Deferred revenue] was [removed: $3.43] [added: $3.36] billion, an increase of [removed: 25%] [added: 12%] compared to the prior fiscal year. [removed: |]

[removed: | • | Remaining] [added: - Current remaining] performance obligations [removed: ("RPO") was $3.56] [added: were $2.74] billion, an increase of [removed: approximately 33%] [added: 16%] compared to [added: the] prior fiscal year. [removed: |]

During fiscal [removed: 2020,] [added: 2021,] net revenue increased [removed: 27%,] [added: 16%,] as compared to the prior fiscal year, primarily due to a [removed: 53%] [added: 26%] increase in subscription revenue.

The increase in subscription revenue was partially offset by a [removed: 39%] [added: 53%] decrease in maintenance revenue.

We rely significantly upon major distributors and resellers in both the [removed: U.S.] [added: United States] and international regions, including Tech Data Corporation and its global affiliates (collectively, “Tech [removed: Data”).][added: Data”) and Ingram Micro Inc. (“Ingram Micro”).]

Total sales to Tech Data accounted for [removed: 35%, 35%,] [added: 37% of Autodesk’ total net revenue during fiscal 2021] and [removed: 31%] [added: 35%] of [removed: Autodesk's] [added: Autodesk’s] total net revenue during [added: both] fiscal [removed: 2020, 2019,] [added: 2020] and [removed: 2018, respectively.][added: 2019.]

During [added: both] fiscal [removed: 2020, 2019,] [added: 2021] and [removed: 2018,] [added: 2020,] Ingram Micro accounted for [removed: 10%, 11%, and 8%] [added: 10%] of Autodesk's total net [added: revenue and during fiscal 2019, Ingram Micro accounted for 11% of Autodesk’s total net] revenue.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing in Part II, Item 8 of this Annual Report on Form 10-K.

This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties.

See “Forward-Looking Information” immediately preceding Part I.*

We will be retiring maintenance plan offerings as of May 7, 2021 and will allow customers to convert their remaining maintenance seats to subscription plan offerings prior to this date.

In fiscal 2021, we acquired Spacemaker which uses cloud-based, artificial intelligence (AI), and generative design to help architects, urban designers, and real estate developers make faster and more informed early-stage design decisions which can help maximize the long-term sustainability and return from property investments.

Other acquisitions in fiscal 2021 included solutions that use artificial intelligence and machine learning to extract and process data from project plans and specifications allowing general contractors, subcontractors, and owners to automate workflows such as submittals and project closeout, as well as a leading provider of post-processing and machine simulation solutions in manufacturing.

*Impact at Autodesk*

cities that foster healthy and resilient communities, and help them adapt, grow, and prosper alongside increasing levels of automation.

Additional information about our environmental, social, and governance program are available in our annual impact report on our website at www.autodesk.com.

Strategic investment equity securities are assessed based on available information such as current cash positions, earnings and cash flow forecasts, recent operational performance, and any other readily available market data.

For any available-for-sale debt securities, if Autodesk does not intend to sell and it is not more likely than not that Autodesk will be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, Autodesk will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors.

The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value.

Impairment will be assessed at the individual security level.

Credit-related impairment is recognized as an allowance on the Consolidated Balance Sheets with a corresponding adjustment to “Interest and other expense, net” on the Company’s Consolidated Statements of Operations.

Any impairment that is not credit-related is recognized in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets.

- Recurring revenue as a percentage of net revenue was 97% for the fiscal year ending January 31, 2021, compared to 96% for the same period in the prior fiscal year.

- Net revenue retention rate (“NR3”) was within the range of 100% and 110% as of January 31, 2021, and within the range of 110% and 120% as of January 31, 2020.

- Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was $4.24 billion, an increase of 19% compared to the fourth quarter in the prior fiscal year.

Our customers through Tech Data and Ingram Micro are the resellers and end users who purchase our software subscriptions and services.

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RPO consisted of the following:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(in millions)* | | | | | | | | | | | | | | | January 31, 2021 | | | | | | January 31, 2020 | | | | | | | | |

| Current RPO | | | | | | | | | | | | | | | | | | | | | $ | 2,738.0 | | | | | $ | 2,368.6 | |

| Non-current RPO | | | | | | | | | | | | | | | | | | | | | 1,502.7 | | | | | | 1,188.1 | | |

| RPO | | | | | | | | | | | | | | | | | | | | | $ | 4,240.7 | | | | | $ | 3,556.7 | |

Historically, we have had increased EBAs sale activity in our fourth fiscal quarter and this seasonality may effect the relative value of our fourth quarter billings and RPO.

In the fiscal quarter ended January 31, 2021, we experienced usage levels above pre-COVID-19 levels in most of Asia Pacific and Continental Europe.

Usage rates in the United States and the United Kingdom remain below pre-COVID-19 levels.

Contributing to our revenue growth in the fourth fiscal quarter ended January 31, 2021, was record EBAs, strong subscription renewal rates, accelerating digital sales, and continued sequential growth in new business.

In our target markets, both Architecture, Engineering, and Construction (“AEC”) and Manufacturing (“MFG”) experienced growth as compared to the fourth fiscal quarter in the prior year.

We also took action to support our customers during the fiscal year ended January 31, 2021, and extended payment terms to 60 days through August 7, 2020, offering free commercial use of our cloud collaboration products through June 2020, and delayed the transition from multi-user licenses to named-user licenses from May 2020 to August 2020 to minimize customer disruption.

Further, we deferred a 20% maintenance price increase from May 2020 to August 2020 to give customers additional time to consider a subscription agreement.

*The discussion in our MD&A and elsewhere in this Form 10-K contains trend analyses and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies, including those discussed in “Strategy” and “Overview of Fiscal 2020” below, in “Results of Operations-Impacts of COVID-19 to Autodesk’s Business,” future net revenue, operating expenses, recurring revenue, annualized recurring revenue, net revenue retention rate, cash flow, remaining performance obligations, other future financial results (by product type and geography), subscriptions and annualized revenue per subscription, the effectiveness of our efforts to successfully manage transitions to new markets, our ability to increase our subscription base, expected market trends, the impact of planned and past acquisitions and investment activities, the effects of global economic conditions, the effects of revenue recognition, the effects of recently issued accounting standards, expectations regarding our cash needs, the effects of fluctuations in exchange rates and our hedging activities on our financial results, our ability to successfully expand adoption of our products, our ability to gain market acceptance of new business and sales initiatives, the impact of economic volatility and geopolitical activities in certain countries, particularly emerging economy countries, the timing and amount of purchases under our stock buy-back plan, and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results.

In addition, forward-looking statements also consist of statements involving expectations regarding product capability and acceptance, statements regarding our liquidity and short-term and long-term cash requirements, as well as statements involving trend analyses and statements including such words as “may,” “believe,” “could,” “anticipate,” “would,” “might,” “plan,” “expect,” and similar expressions or the negative of these terms or other comparable terminology.

These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to business and economic risks.

We assume no obligation to update the forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.*

To address this shift, Autodesk made a strategic decision to shift its business model from selling perpetual licenses and maintenance plans to selling subscriptions.


*2020 Form 10-K 34*

We will be retiring maintenance offerings as of Augest 7, 2021.

Customers will have a one-year period starting August 7, 2020, to convert a maintenance seat to subscription plan offerings.

In addition to investing in our BIM 360 portfolio, we acquired Assemble Systems for quantity take off functionality, PlanGrid for document-centric workflows and field execution, and BuildingConnected for bidding and estimation processes.

The broadened product portfolio, the Autodesk Construction Cloud, has helped us expand our presence with sub-contractors, trades people, and building owners.

For example, in fiscal 2019, we acquired Assemble Systems, a leading provider of key workflow software solutions, PlanGrid, a leading provider of construction productivity software, and BuildingConnected, a leading pre-construction platform.

We believe that these acquisitions have enabled us to offer a more comprehensive, cloud-based construction platform.

We evaluate annualized recurring revenue ("ARR"), growth of billings, and remaining performance obligations in determining business momentum.

To analyze progress, we have disaggregated our growth between the original maintenance model and the subscription plan model.

Maintenance plan subscriptions peaked in the fourth quarter of fiscal 2016 as we discontinued selling new maintenance plan subscriptions in fiscal 2017, and we expect the number of these subscriptions to keep declining over time as maintenance plan customers continue to convert to our subscription plans.

We will be retiring maintenance offerings as of August 7, 2021.

Customers will have a one-year period starting August 7, 2020 to convert a maintenance seat to subscription plan offerings.

*2020 Form 10-K 35*

align our direct and indirect channels with our business strategies.

*Better World*

Accordingly, these

*2020 Form 10-K 36*

If the investment is impaired, we record the investment at fair value by recognizing an impairment through the consolidated statement of operations and establishing a new carrying value for the investment.

*2020 Form 10-K 37*

assumptions, estimates or actual results.

| | |

| --- | --- |

As a result of cumulative losses arising from our transition to a subscription model, we considered cumulative losses as a significant source of negative evidence and recorded a valuation allowance against our deferred tax attributes in Canada, Netherlands and the U.S. jurisdictions.

We released the valuation allowance against our deferred tax attributes in Singapore in fiscal year 2020 as a result of positive earnings in that jurisdiction.

*2020 Form 10-K 38*

| • | Subscription plan ARR was $3.11 billion, an increase of 41% compared to the prior fiscal year. |

| • | Deferred revenue was $3.01 billion, an increase of 44% compared to the prior fiscal year. |

*2020 Form 10-K 39*

| | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | $ | | | | % | | | | $ | | | | % | | | | | | | | | | | |

________________

The following table outlines our ARR metric as of fiscal years ended January 31, 2020 and 2019.

As of January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we had open cash flow and balance sheet hedge contracts with future settlements generally within one to [removed: twelve] [added: 12] months.

The notional amount of our option and forward contracts was [removed: $1.72] [added: $1.57] billion and [removed: $1.38] [added: $1.72] billion at January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

A sensitivity analysis performed on our hedging portfolio as of January 31, [removed: 2020,] [added: 2021,] indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] would increase the fair value of our foreign currency contracts by [removed: $158.8] [added: $118.6] million and [removed: $123.4] [added: $158.8] million, respectively.

A hypothetical 10% depreciation of the dollar from its value at January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] would decrease the fair value of our foreign currency contracts by [removed: $119.2] [added: $149.2] million and [removed: $98.3] [added: $119.2] million, respectively.

At January 31, [removed: 2020,] [added: 2021,] we had [removed: $1.25 billion] [added: $812.3 million] of cash equivalents and marketable securities, including [removed: $69.0] [added: $85.0] million classified as short-term marketable securities.

If interest rates were to move up by 50 or 100 basis points over a [removed: twelve-month] [added: 12-month] period, the market value change of our marketable securities would not have a material impact on our results of operations.

See Part II, Item 8, Note 3, [removed: "Financial Instruments"] [added: “Financial Instruments”] in the Notes to Consolidated Financial Statements for further discussion regarding [removed: our privately held] [added: these strategic] investments.


*2020 Form 10-K 59*

| | |

| --- | --- |

We are a global leader in 3D design, [removed: engineering] [added: engineering,] and entertainment software and services, offering customers productive business solutions through powerful technology products and services.

We serve customers in architecture, [removed: engineering] [added: engineering,] and construction; product design and manufacturing; and digital media and entertainment industries.

Our customers design, fabricate, [removed: manufacture] [added: manufacture,] and build anything by visualizing, [removed: simulating] [added: simulating,] and analyzing real-world performance early in the design process.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form [removed: 8-K] [added: 8-K,] and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the Investor Relations portion of our website at www.autodesk.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Our architecture, [removed: engineering] [added: engineering,] and construction products improve the way building, infrastructure, and industrial projects are designed, built, and operated.

Our product development and manufacturing software provides manufacturers in automotive, transportation, industrial machinery, consumer [removed: products] [added: products,] and building product industries with comprehensive digital design, engineering, [removed: manufacturing] [added: manufacturing,] and production solutions.

Our digital media and entertainment products provide tools for digital sculpting, modeling, animation, effects, rendering, and compositing for design visualization, visual [removed: effects] [added: effects,] and games production.

[removed: | *•* | *AutoCAD] [added: *•AutoCAD] Civil 3D* [removed: |]

[removed: | *•* | *BIM] [added: *•BIM] 360* [removed: |]

[removed: | *•* | *Industry] [added: *•Industry] Collections* [removed: |]

[removed: | *•* | *PlanGrid* |][added: *•PlanGrid*]

PlanGrid cloud-based field collaboration software provides general contractors, subcontractors, [removed: owners] [added: owners,] and architects access to construction information in [removed: real-time.][added: real time.]

With PlanGrid technology, any construction team member can manage and update blueprints, specs, photos, requests for information (RFIs), field reports, [removed: punchlists] [added: punchlists,] and other critical jobsite data.

PlanGrid mobile-first technology is accessible on modern desktop, [removed: laptop] [added: laptop,] or mobile devices, including native iOS, [removed: Android] [added: Android,] and Windows.

[removed: | *•* | *Revit* |][added: *•Revit*]

Revit includes features for architectural, mechanical, [removed: electrical] [added: electrical,] and plumbing design as well as structural engineering and construction, providing a comprehensive solution for the entire building project team.

[removed: | *•* | *AutoCAD* |][added: *•AutoCAD*]

[removed: | *•* | *AutoCAD] [added: *•AutoCAD] LT* [removed: |]

[removed: | *•* | *CAM] [added: *•CAM] Solutions* [removed: |]

Our computer-aided manufacturing [removed: ("CAM")] [added: (“CAM”)] software offers industry-leading solutions for [removed: Computer Numeric Control ("CNC")] [added: computer numerical control (“CNC”)] machining, inspection, and modeling for manufacturing.

[removed: | *•* | *Fusion] [added: *•Fusion] 360* [removed: |]

[removed: | *•* | *Inventor* |][added: *•Inventor*]

[removed: | *•* | *Vault* |][added: *•Vault*]

This collection enables animators, [removed: modelers] [added: modelers,] and visual [removed: effect] [added: effects] artists to access the tools they need, including Maya and 3ds Max, to create compelling effects, 3D [removed: characters] [added: characters,] and digital worlds.

[removed: | *•* | *Maya* |][added: *•Maya*]

Maya software provides 3D modeling, animation, effects, [removed: rendering] [added: rendering,] and compositing solutions that enable film and video artists, game developers, and design visualization professionals to digitally create engaging, lifelike images, realistic animations and simulations, extraordinary visual effects, and [removed: full length] [added: full-length] animated feature films.

[removed: | *•* | *Shotgun* |][added: *•Shotgun*]

[removed: | *•* | *3ds] [added: *•3ds] Max* [removed: |]

3ds Max software provides 3D modeling, animation, and rendering solutions that enable game developers, design visualization [removed: professionals] [added: professionals,] and visual effects artists to digitally create realistic images, animations, and complex scenes and to digitally communicate abstract or complex mechanical, architectural, engineering, and construction concepts.

[removed: Additionally, in June] [added: In] 2017, we commenced a program to incentivize maintenance plan customers to move to subscription plan offerings, maintenance-to-subscription [removed: ("M2S"),] [added: (“M2S”),] while at the same time increasing maintenance plan pricing over time for customers that remain on maintenance plans.

Additionally, in order to [removed: offer better]

[added: offer better] service to our customers, we are transitioning our existing customers from serial numbers to named users.

We have a network of approximately [removed: 1,500] [added: 1,700] resellers and distributors worldwide.

For fiscal [removed: 2020,] [added: 2021,] approximately [removed: 70%] [added: 69%] of our revenue was derived from indirect channel sales through distributors and resellers.

The loss of, or a significant reduction in, business with any one of our major distributors or large resellers could harm our [removed: business; see Item 1A, “Risk Factors,” for further discussion.][added: business.]

Sales through our largest distributor, Tech Data Corporation and its global affiliates (collectively, [removed: "Tech Data"),] [added: “Tech Data”),] accounted for [removed: 35%, 35%,] [added: 37% of our net revenue for the fiscal year ended January 31, 2021,] and [removed: 31%] [added: 35%] of our net revenue for [added: both] fiscal years ended January 31, [removed: 2020, 2019,] [added: 2020] and [removed: 2018, respectively.][added: 2019.]

Ingram Micro Inc. [removed: ("Ingram Micro"),] [added: (“Ingram Micro”),] our [removed: second largest] [added: second-largest] distributor, accounted for [removed: 10%, 11%, and 8%] [added: 10%] of Autodesk's total net revenue for [added: both] fiscal years ended January 31, [added: 2021 and] 2020, [removed: 2019,] and [removed: 2018, respectively.][added: 11% of Autodesk's total net revenue for fiscal year ended January 31, 2019.]

Should any of the agreements between us and Tech Data or Ingram Micro be terminated for any reason, we believe the resellers and end users who currently purchase our products through Tech Data or Ingram Micro would [added: be able to continue to do so under substantially the same terms from one of our many other distributors without substantial disruption to our revenue.]

Our customer-related operations are divided into three geographic regions: the Americas; Europe, Middle [removed: East] [added: East,] and Africa (“EMEA”); and Asia Pacific (“APAC”).

[removed: Our international operations and sales subject us to a variety of risks; see] [added: See] Item 1A, “Risk [removed: Factors,”] [added: Factors—Risks Relating to Laws and Regulations,”] for further discussion.

*•Industry Collections*

*•Industry Collections*

As a result of this shift, a substantial majority of our customers have converted to subscription plan offerings and we will be retiring all remaining maintenance plan offerings as of May 7, 2021.

We completed the migration of our single-user subscriptions from serial numbers in fiscal 2021 and are transitioning multi-user subscriptions to named users through August 2023.

We dedicate considerable technical and financial resources to research and development to deliver additional automation and insights to our customers through artificial intelligence, machine learning, and generative design, which increase efficiency and sustainability and reduce waste.

These investments further enhance our existing products and create new solutions and technologies which connect the workflows and data of our customers across the ecosystem of their projects and expand our market opportunity.

Our tools connect and automate the phases of design and creation, enabling greater collaboration and the seamless flow of data for individuals and teams across all phases.

See Item 1A, “Risk Factors,” for further discussion.

Our international operations and sales subject us to a variety of risks.

See Item 1A, “Risk Factors,” for further discussion.

Historically, we have had increased EBAs sale activity in our fourth fiscal quarter.

This seasonality may not have an immediate impact on our revenue as we recognize subscription revenue over the term of the contract.

This seasonality may also affect the relative value of our billings, RPO, and collections in the fourth and first fiscal quarters.

*Impact at Autodesk*

Through our products and services, we partner with our customers to help them better understand and improve the environmental, energy, and materials performance of everything they make, help them make products, buildings, and entire cities that foster healthy and resilient communities, and help them adapt, grow, and prosper alongside increasing levels of automation.

Through Autodesk Design Academy, we provide secondary and post-secondary schools hundreds of

In November 2020, we launched a credential program, which empowers current and future Autodesk customers to learn in-demand toolsets, skillsets, and mindsets, while earning credentials that demonstrate their job readiness.

We offer self-paced, modular learning through a range of skill levels, roles, and career ambitions, helping professionals demonstrate and apply relevant knowledge, step into emerging roles, and stay at the forefront of their industry.

In fiscal 2020, Autodesk committed to target 1% of annual operating margin for the long-term support of the Autodesk Foundation.

Enforcement of intellectual

TALENT

Our employees play a central role in the success of our long-term strategy.

Autodesk’s Culture Code defines values and behaviors that support our commitment to being a customer company, where each employee takes responsibility for understanding our customers’ needs, expectations, and experiences.

As of January 31, 2021, we employed approximately 11,500 people, an increase from approximately 10,100 employees as of the end of fiscal year 2020.

*Diversity and Belonging*

Autodesk is committed to building and maintaining a diverse workforce and a culture of belonging that welcomes people from all backgrounds, perspectives, and beliefs.

We have developed a holistic, updated global Diversity and Belonging (“D&B”) strategy, which began with inviting employees representing all levels, regions, organizations, and a rich mix of demographics, to join focus groups to share their feedback, ideas, and experiences.

Our D&B strategy includes a variety of activities, such as inclusive leadership training for all people managers and senior employees, hiring manager and interview classes that include training on mitigating bias and inclusive practices, and a D&B speaker series featuring leaders from a range of disciplines.

To help us build a more diverse workforce, we have continued to invest in our diversity partnerships.

We partner with educational institutions such as Hispanic-Serving Institutions and Historically Black Colleges and Universities, and professional organizations around the globe supporting underrepresented groups in technology.

We provide a variety of scholarships, internship programs, mentoring and development partnerships, and program support to organizations focused on women and underrepresented groups.

We also have an Emerging Leaders Program which is focused on developing a diverse cohort of leaders through professional development, mentoring, and networking opportunities.

In addition, we provide ongoing development opportunities, such as the Autodesk Mentorship Program, which provides one-on-one mentorship relationships.

Autodesk has seven employee resource groups (“ERGs”), which are employee-led groups that bring employees together based on common backgrounds or diversity characteristics, to foster a sense of belonging and connection.

Additional information on our D&B program, initiatives, and metrics can be found on our website at https://www.autodesk.com/company/diversity-and-inclusion.

*Professional Development and Employee Impact*

We believe career development plays an important role in keeping our employees engaged and to provide additional opportunities to grow and build their careers.

Autodesk offers extensive professional and technical development opportunities for our employees.

These include self-service online modules and personalized learning paths, professional and management development programs, and a tuition reimbursement program.

We also encourage our employees to advance our vision for a better world and support their professional development by participating in our pro bono consulting program, using paid time to volunteer, and have their charitable giving matched by the Autodesk Foundation.

| | |

| --- | --- |


*2020 Form 10-K 5*

*2020 Form 10-K 6*

We discontinued the sale of new commercial licenses of most individual software products in 2016.

Since launching the program, a substantial majority of maintenance plan customers have converted to subscription plan offerings.

We will be retiring maintenance offerings as of August 7, 2021.

Customers will have a one-year period starting August 7, 2020 to convert a maintenance seat to subscription plan offerings.

*2020 Form 10-K 7*

We migrated our single user subscriptions in fiscal 2020 and are planning to transition multi-user subscriptions to named users in fiscal 2021.

We dedicate considerable technical and financial resources to research and development to further enhance our existing products and to create new solutions and technologies to expand our market opportunity and deliver additional automation and insights to our customers.

For example, in fiscal 2020, we continued and expanded our investments in construction.

We continued to make investments in the traditional data creation tools to support the design and pre-construction phases, while expanding our investment in the areas of site execution with process and project management Construction Cloud tools.

Recognizing the value of data continuity across the construction lifecycle of design, building and operations, we made investments in the pre-construction and site execution phases of the project through our cloud-based tools.

To connect the phases of construction upstream with design, we invested in and announced our Construction Cloud project delivery platform that allows individuals, teams and projects to be connected across all phases in a common data platform and increase efficiencies.

We anticipate ongoing investments in construction that support pre-construction, site execution as well as the handover phase of the project and will continue to invest in connecting workflows and data across the ecosystem of the project.

*2020 Form 10-K 8*

be able to continue to do so under substantially the same terms from one of our many other distributors without substantial disruption to our revenue.

*2020 Form 10-K 9*

Through our products and services, we are supporting our customers to better understand and improve the environmental performance of everything they make.

*Climate Change Governance*

With oversight from our CEO, the Sustainability & Foundation Team has direct responsibility for setting and implementing our corporate sustainability strategy, including our climate change strategy.

*2020 Form 10-K 10*

customers.

For example, we have created our web services platform, Autodesk Forge.

*2020 Form 10-K 11*

EMPLOYEES

As of January 31, 2020, we employed approximately 10,100 people.

*2020 Form 10-K 12*

There were no business combinations or technology acquisitions in fiscal year 2020.

| | | | | |

| --- | --- | --- | --- | --- |

*Annualized Recurring Revenue (ARR)—*Represents the annualized value of total monthly recurring revenue for the preceding three months.

"Maintenance plan ARR” captures ARR relating to traditional maintenance attached to perpetual licenses.

"Subscription plan ARR" captures ARR relating to subscription offerings.

Refer to the definition of recurring revenue below for more details on what is included within ARR.

Recurring revenue acquired with the acquisition of a business is captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation.

ARR is currently one of our key performance metrics to assess the health and trajectory of our business.

ARR should be viewed independently of revenue and deferred revenue as ARR is a performance metric and is not intended to be combined with any of these items.

We are involved in a variety of claims, suits, investigations, [removed: inquiries] [added: inquiries,] and proceedings in the normal course of business activities including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of unauthorized use, business practices, and other matters.

Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect our results of operations, cash flows, or financial position in a particular period, however, based on the information known by us as of the date of this filing and the rules and regulations applicable to the preparation of [removed: our financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.]

our financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.

| | |

| --- | --- |

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended January] [added: ended January] 31, [removed: 2020][added: 2021]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission File [removed: Number: 0-14338][added: Number: 0-14338]

| Delaware | | | [added: | | | | | |] 94-2819853 | [added: | |]

| (State or other [removed: jurisdiction of] [added: jurisdiction of] incorporation or organization) | | | [added: | | | | | |] (I.R.S. [removed: employer Identification] [added: employer Identification] No.) | [added: | |]

| 111 McInnis Parkway, | | | | [added: | | | | | | | |]

| San Rafael, | [added: | |] California | | [added: | | | |] 94903 | [added: | |]

| (Address of principal executive offices) | | | [added: | | | | | |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area code: [removed: (415) 507-5000][added: (415) 507-5000]

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of each [removed: exchange on] [added: exchange on] which registered | [added: | |]

| Common Stock, $0.01 Par Value | | [added: | | | |] ADSK | | [added: | | | |] The Nasdaq Global Select Market | [added: | |]

| Large accelerated filer | [added: | |] x | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]

As of July 31, [removed: 2019,] [added: 2020,] the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately [removed: 219.8] [added: 219.0] million shares of the registrant’s common stock outstanding that were held by non-affiliates, and the aggregate market value of such shares held by non-affiliates of the registrant (based on the closing sale price of such shares on the Nasdaq Global Select Market on July 31, [removed: 2019)] [added: 2020)] was approximately [removed: $34.3] [added: $51.8] billion.

As of March [removed: 13, 2020,] [added: 12, 2021,] the registrant had outstanding [removed: 219,521,425] [added: 219,592,294] shares of common stock.

The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, [removed: 2020.][added: 2021.]

| | | [added: | | | |] Page | [added: | |]

| Item 1. | [removed: [Business](#sD69E2E7C4C195F268CE269B6CFBD1BD4)] | [removed: [5](#sD69E2E7C4C195F268CE269B6CFBD1BD4)] | [added: [Business](#i606fff4ae087443bab91d2acf77e8dfe_16) | | | [5](#i606fff4ae087443bab91d2acf77e8dfe_16) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#sD493A0D116B65FFFA47307AF487CBC64)] [added: Factors](#i606fff4ae087443bab91d2acf77e8dfe_19)] | [removed: [14](#sD493A0D116B65FFFA47307AF487CBC64)] | [added: | [16](#i606fff4ae087443bab91d2acf77e8dfe_19) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s480B63734C3956E2A064DBD8B7CDD6CF)] [added: Comments](#i606fff4ae087443bab91d2acf77e8dfe_22)] | [removed: [30](#s480B63734C3956E2A064DBD8B7CDD6CF)] | [added: | [32](#i606fff4ae087443bab91d2acf77e8dfe_22) | | |]

| Item 2. | [removed: [Properties](#s0B6BD6CC5E245EB3948CE153C2D3EF55)] | [removed: [30](#s0B6BD6CC5E245EB3948CE153C2D3EF55)] | [added: [Properties](#i606fff4ae087443bab91d2acf77e8dfe_25) | | | [32](#i606fff4ae087443bab91d2acf77e8dfe_25) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s85E454FE29425F2D8D8DBEA40D691E49)] [added: Proceedings](#i606fff4ae087443bab91d2acf77e8dfe_28)] | [removed: [30](#s85E454FE29425F2D8D8DBEA40D691E49)] | [added: | [32](#i606fff4ae087443bab91d2acf77e8dfe_28) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s32920C5A56645AF1A375E26F7CED98C7)] [added: Disclosures](#i606fff4ae087443bab91d2acf77e8dfe_31)] | [removed: [30](#s32920C5A56645AF1A375E26F7CED98C7)] | [added: | [33](#i606fff4ae087443bab91d2acf77e8dfe_31) | | |]

| Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sC61C14C38BB252F6BC3C3CD6C30890BB)] [added: Securities](#i606fff4ae087443bab91d2acf77e8dfe_37)] | [removed: [31](#sC61C14C38BB252F6BC3C3CD6C30890BB)] | [added: | [34](#i606fff4ae087443bab91d2acf77e8dfe_37) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#s66237508706F5131871563FBABE5C181)] [added: Data](#i606fff4ae087443bab91d2acf77e8dfe_40)] | [removed: [33](#s66237508706F5131871563FBABE5C181)] | [added: | [36](#i606fff4ae087443bab91d2acf77e8dfe_40) | | |]

| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s73DB1830D7A65C63BD1B6659F82FB128)] [added: Operations](#i606fff4ae087443bab91d2acf77e8dfe_43)] | [removed: [34](#s73DB1830D7A65C63BD1B6659F82FB128)] | [added: | [37](#i606fff4ae087443bab91d2acf77e8dfe_43) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sC1D043559E4158E6A261AF8C7F71585E)] [added: Risk](#i606fff4ae087443bab91d2acf77e8dfe_82)] | [removed: [59](#sC1D043559E4158E6A261AF8C7F71585E)] | [added: | [62](#i606fff4ae087443bab91d2acf77e8dfe_82) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s503ACB8AB5545AE0ADA5BE0B1F8E0A8A)] [added: Data](#i606fff4ae087443bab91d2acf77e8dfe_85)] | [removed: [60](#s503ACB8AB5545AE0ADA5BE0B1F8E0A8A)] | [added: | [63](#i606fff4ae087443bab91d2acf77e8dfe_85) | | |]

| Item 9. | [added: | |] [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s0CFC43F822905F2FACFD3E041D4B8AAF)] [added: Disclosure](#i606fff4ae087443bab91d2acf77e8dfe_256)] | [removed: [107](#s0CFC43F822905F2FACFD3E041D4B8AAF)] | [added: | [108](#i606fff4ae087443bab91d2acf77e8dfe_256) | | |]

| Item 9A. | [added: | |] [Controls and [removed: Procedures](#sB020BEC87D235AA395A7AA743E75C83E)] [added: Procedures](#i606fff4ae087443bab91d2acf77e8dfe_259)] | [removed: [107](#sB020BEC87D235AA395A7AA743E75C83E)] | [added: | [108](#i606fff4ae087443bab91d2acf77e8dfe_259) | | |]

| Item 9B. | [added: | |] [Other [removed: Information](#s553A101D1CA95D61BDBEE1CDDB37A143)] [added: Information](#i606fff4ae087443bab91d2acf77e8dfe_262)] | [removed: [107](#s553A101D1CA95D61BDBEE1CDDB37A143)] | [added: | [108](#i606fff4ae087443bab91d2acf77e8dfe_262) | | |]

| [removed: [PART III](#s98F3969604225B60BE024F640FB1EDB3)] [added: [PART III](#i606fff4ae087443bab91d2acf77e8dfe_265)] | | | [added: | | | | | |]

| Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s33323CE264CA5D959C33933FDD829A99)] [added: Governance](#i606fff4ae087443bab91d2acf77e8dfe_268)] | [removed: [108](#s33323CE264CA5D959C33933FDD829A99)] | [added: | [109](#i606fff4ae087443bab91d2acf77e8dfe_268) | | |]

| Item 11. | [added: | |] [Executive [removed: Compensation](#s3AF97C410FA953A3B1F7741A66726170)] [added: Compensation](#i606fff4ae087443bab91d2acf77e8dfe_271)] | [removed: [109](#s3AF97C410FA953A3B1F7741A66726170)] | [added: | [110](#i606fff4ae087443bab91d2acf77e8dfe_271) | | |]

| Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s1B372DCCCD4E5FA6A10D5BA713894BC0)] [added: Matters](#i606fff4ae087443bab91d2acf77e8dfe_274)] | [removed: [109](#s1B372DCCCD4E5FA6A10D5BA713894BC0)] | [added: | [110](#i606fff4ae087443bab91d2acf77e8dfe_274) | | |]

| Item 13. | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s26A856C4109F59B6B9E3C5D5EC5481C9)] [added: Independence](#i606fff4ae087443bab91d2acf77e8dfe_277)] | [removed: [109](#s26A856C4109F59B6B9E3C5D5EC5481C9)] | [added: | [110](#i606fff4ae087443bab91d2acf77e8dfe_277) | | |]

| Item 14. | [added: | |] [Principal Accounting Fees and [removed: Services](#sA0348D7871CC571AAED65D938C09FF57)] [added: Services](#i606fff4ae087443bab91d2acf77e8dfe_280)] | [removed: [109](#sA0348D7871CC571AAED65D938C09FF57)] | [added: | [110](#i606fff4ae087443bab91d2acf77e8dfe_280) | | |]

| Item 15. | [added: | |] [Exhibits and Financial Statement [removed: Schedules](#s2CAFAB5DF3485F31A5B2E349E9E4BA0E)] [added: Schedules](#i606fff4ae087443bab91d2acf77e8dfe_286)] | [removed: [110](#s2CAFAB5DF3485F31A5B2E349E9E4BA0E)] | [added: | [111](#i606fff4ae087443bab91d2acf77e8dfe_286) | | |]

| Item 16. | [added: | |] [Form 10-K [removed: Summary](#s79E72846C29A5DB1948C491E3C11E29F)] [added: Summary](#i606fff4ae087443bab91d2acf77e8dfe_292)] | [removed: [110](#s79E72846C29A5DB1948C491E3C11E29F)] | [added: | [111](#i606fff4ae087443bab91d2acf77e8dfe_292) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [PART I](#i606fff4ae087443bab91d2acf77e8dfe_13) | | | | | | | | |

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| [PART II](#i606fff4ae087443bab91d2acf77e8dfe_34) | | | | | | | | |

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| [PART IV](#i606fff4ae087443bab91d2acf77e8dfe_283) | | | | | | | | |

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*2020 Form 10-K 1*

*2020 Form 10-K 2*

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| [PART I](#s2217619759195DAD98C575CD6F9B3D6B) | | |

| [PART II](#s77CCF53F3FE25379BF5A34114872AC8E) | | |

| [PART IV](#s6C900511A55F553E9F48F3DBDD4C1532) | | |

| | [Signatures](#s71061B4FC4DC572BA73AA265BFCAB4D0) | [113](#s71061B4FC4DC572BA73AA265BFCAB4D0) |

*2020 Form 10-K 3*

*2020 Form 10-K 4*

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We lease approximately [removed: 2,200,000] [added: 2,100,000] square feet of office space in [removed: 106] [added: 100] locations in the United States and internationally through our foreign subsidiaries.

Our San Rafael facilities consist of approximately 162,000 square feet under leases that have expiration dates ranging from [removed: January 2023] [added: December 2021] to December 2024.

Our San Francisco facilities consist of approximately [removed: 328,000] [added: 284,000] square feet under leases that have expiration dates ranging from December [removed: 2020] [added: 2022] to June 2026.

Our facilities are operating at capacities averaging [removed: 85%] [added: 87%] occupancy worldwide as of January 31, [removed: 2020.][added: 2021.]

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*2020 Form 10-K 30*

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As of January 31, [removed: 2020,] [added: 2021,] the number of common stockholders of record was [removed: 352.][added: 331.]

Under the share repurchase program, Autodesk may repurchase shares from time to time in open market transactions, [removed: privately-negotiated] [added: privately negotiated] transactions, accelerated share repurchase programs, tender offers, or by other means.

The share repurchase program does not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, available surplus, the volume of employee stock plan activity, remaining shares available in the authorized pool, cash requirements for acquisitions, economic and market conditions, stock [removed: price] [added: price,] and legal and regulatory requirements.

The following table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, [removed: 2020:][added: 2021:]

| *(Shares in [removed: millions)*] [added: thousands)*] | [added: | |] Total Number of Shares Purchased | | | [added: | | |] Average Price Paid per Share | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | | [added: | | |] Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) | | [added: |]

[removed: | (1) | Represents] [added: (1)Represents] shares purchased in open-market transactions under the stock repurchase program approved by the Board of Directors. [removed: |]

[removed: | (2) | These] [added: (2)These] amounts correspond to the plan publicly announced and approved by the Board of Directors in September 2016 that authorizes the repurchase of 30.0 million shares. [removed: The plan does not have a fixed expiration date. |]

[removed: ][added: ]

[removed: | (1) | Assumes] [added: (1)Assumes] $100 invested on January 31, [removed: 2015,] [added: 2016,] in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S. Software Index, with reinvestment of all dividends. [removed: Total stockholder returns for prior periods are not an indication of future investment returns. |]

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| November 1 - November 30 | | | 82.0 | | | | | | $ | 250.26 | | | | | 82.0 | | | | | | 12,523.0 | | |

| December 1 - December 31 | | | 95.0 | | | | | | 300.31 | | | | | | 95.0 | | | | | | 12,428.0 | | |

| January 1 - January 31 | | | 353.0 | | | | | | 304.02 | | | | | | 353.0 | | | | | | 12,075.0 | | |

| Total | | | 530.0 | | | | | | $ | 295.06 | | | | | 530.0 | | | | | | | | |

The plan does not have a fixed expiration date.

In connection with an acquisition completed in November 2020, we issued 147,264 shares of restricted stock as partial consideration for the acquisition.

These shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act and Rule 506 under Regulation D.

Total stockholder returns for prior periods are not an indication of future investment returns.

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| November 1 - November 30 | — | | | $ | — | | | — | | | 15.7 | |

| December 1 - December 31 | 0.4 | | | 182.41 | | | | 0.4 | | | 15.3 | |

| January 1 - January 31 | 0.6 | | | 193.71 | | | | 0.6 | | | 14.7 | |

| Total | 1.0 | | | $ | 189.52 | | | 1.0 | | | | |

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There were no sales of unregistered securities during the three months ended January 31, 2020.

*2020 Form 10-K 31*


*2020 Form 10-K 32*

The financial data for the fiscal years ended January 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] are derived from, and are qualified by reference to, the audited consolidated financial statements that are included in this Form 10-K.

The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows data for the fiscal year ended January 31, [removed: 2018,] [added: 2019,] are derived from, and are qualified by reference to, the audited consolidated financial statements that are included in this Form 10-K.

The Consolidated Balance Sheet data for the fiscal year ended January 31, [removed: 2018,] [added: 2019,] and the remaining financial data for the fiscal years ended January 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] are derived from [removed: audited,] [added: audited] consolidated financial statements which are not included in this Form 10-K.

| | [added: | |] Fiscal Year Ended January 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [added: | | 2021 | | | | | |] 2020 (1) | | | | [added: | |] 2019 (2) | | | | [removed: 2018] | | [added: 2018] | | [removed: 2017] | | | | [removed: 2016] [added: 2017] | | |

| | [added: | |] (In millions, except per share data) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Net revenue | [added: | |] $ | [removed: 3,274.3] [added: 3,790.4] | | | [added: | |] $ | [removed: 2,569.8] [added: 3,274.3] | | | [added: | |] $ | [removed: 2,056.6] [added: 2,569.8] | | | [added: | |] $ | [removed: 2,031.0] [added: 2,056.6] | | | [added: | |] $ | [removed: 2,504.1] [added: 2,031.0] | |

| Income (loss) from operations | [added: | | 629.1 | | | | | |] 343.0 | | | | [removed: (25.0] | | [removed: )] [added: (25.0)] | | [removed: (509.1] | | [removed: )] | | [removed: (499.6] [added: (509.1)] | | [removed: )] | | [removed: 1.3] | | [added: (499.6)] | [added: | |]

| Net income (loss) [added: (3)] | [added: | | 1,208.2 | | | | | |] 214.5 | | | | [removed: (80.8] | | [removed: )] [added: (80.8)] | | [removed: (566.9] | | [removed: )] | | [removed: (582.1] [added: (566.9)] | | [removed: )] | | [removed: (330.5] | | [removed: )] [added: (582.1)] | [added: | |]

| Cash flow from operations | [added: | |] $ | [removed: 1,415.1] [added: 1,437.2] | | | [added: | |] $ | [removed: 377.1] [added: 1,415.1] | | | [added: | |] $ | [removed: 0.9] [added: 377.1] | | | [added: | |] $ | [removed: 169.7] [added: 0.9] | | | [added: | |] $ | [removed: 414.0] [added: 169.7] | |

| Common stock data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Basic net income (loss) per share | [added: | |] $ | [removed: 0.98] [added: 5.51] | | | [added: | |] $ | [removed: (0.37] [added: 0.98] | [removed: )] | | [added: | |] $ | [removed: (2.58] [added: (0.37)] | [removed: )] | | [added: | |] $ | [removed: (2.61] [added: (2.58)] | [removed: )] | | [added: | |] $ | [removed: (1.46] [added: (2.61)] | [removed: )] |

| Diluted net income (loss) per share | [added: | |] $ | [removed: 0.96] [added: 5.44] | | | [added: | |] $ | [removed: (0.37] [added: 0.96] | [removed: )] | | [added: | |] $ | [removed: (2.58] [added: (0.37)] | [removed: )] | | [added: | |] $ | [removed: (2.61] [added: (2.58)] | [removed: )] | | [added: | |] $ | [removed: (1.46] [added: (2.61)] | [removed: )] |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Total assets | [added: | |] $ | [removed: 6,179.3] [added: 7,279.8] | | | [added: | |] $ | [removed: 4,729.2] [added: 6,179.3] | | | [added: | |] $ | [removed: 4,113.6] [added: 4,729.2] | | | [added: | |] $ | [removed: 4,798.1] [added: 4,113.6] | | | [added: | |] $ | [removed: 5,515.3] [added: 4,798.1] | |

| Long-term liabilities | [added: | | 3,059.6 | | | | | |] 3,099.2 | | | | [added: | |] 2,638.9 | | | | [removed: 2,246.4] | | [added: 2,246.4] | | [removed: 1,879.1] | | | | [removed: 2,304.7] [added: 1,879.1] | | |

| Stockholders’ [removed: (deficit)] equity [added: (deficit)] | [added: | |] $ | [removed: (139.1] [added: 965.5] | [removed: )] | | [added: | |] $ | [removed: (210.9] [added: (139.1)] | [removed: )] | | [added: | |] $ | [removed: (256.0] [added: (210.9)] | [removed: )] | | [added: | |] $ | [removed: 733.6] [added: (256.0)] | | | [added: | |] $ | [removed: 1,619.6] [added: 733.6] | |

[removed: | (1) | Reflects] [added: (1)Reflects] the impact of the adoption of a new accounting standard in fiscal year 2020, Accounting Standards Codification ("ASC") Topic 842. [removed: See Part II, Item 8, Note 1, Business and Summary of Significant Accounting Policies, Accounting Standards Adopted, of our consolidated financial statements for additional information. Prior periods were not adjusted. |]

[removed: | (2) | Reflects] [added: (2)Reflects] the impact of the adoption of new accounting standards in fiscal year 2019 related to ASC Topic 606 and ASC Topic 340. [removed: Prior periods were not adjusted. |]

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Prior periods were not adjusted.

Prior periods were not adjusted.

(3)Includes income tax benefit of $661.5 million primarily due to the U.S. valuation allowance release of $679.0 million in fiscal year 2021.

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*2020 Form 10-K 33*

| | [added: | |] Fiscal year ended January 31, | | | | | | | | | | | [added: | | | |]

| [added: 2021 | | | | | |] 2020 | | | | [removed: 2019] | | [added: 2019] | | [removed: 2018] | | | |

| Net revenue: | | | | | | | | | | | | [added: | | | | | |]

| Subscription | [added: | |] $ | [removed: 2,751.9] [added: 3,478.9] | | | [added: | |] $ | [removed: 1,802.3] [added: 2,751.9] | | | [added: | |] $ | [removed: 894.3] [added: 1,802.3] | |

| Maintenance | [removed: 386.6] | | [added: 183.3] | | [removed: 635.1] | | | | [removed: 989.6] [added: 386.6] | | | [added: | | | 635.1 | | |]

| Total subscription and maintenance revenue | [removed: 3,138.5] | | [added: 3,662.2] | | [removed: 2,437.4] | | | | [removed: 1,883.9] [added: 3,138.5] | | | [added: | | | 2,437.4 | | |]

| Other | [removed: 135.8] | | [added: 128.2] | | [removed: 132.4] | | | | [removed: 172.7] [added: 135.8] | | | [added: | | | 132.4 | | |]

| Total net revenue | [removed: 3,274.3] | | [added: 3,790.4] | | [removed: 2,569.8] | | | | [removed: 2,056.6] [added: 3,274.3] | | | [added: | | | 2,569.8 | | |]

| Cost of revenue: | | | | | | | | | | | | [added: | | | | | |]

| Cost of subscription and maintenance revenue | [removed: 223.9] | | [added: 242.1] | | [removed: 216.0] | | | | [removed: 214.4] [added: 223.9] | | | [added: | | | 216.0 | | |]

| Cost of other revenue | [removed: 66.5] | | [added: 64.1] | | [removed: 54.4] | | | | [removed: 72.6] [added: 66.5] | | | [added: | | | 54.4 | | |]

| Amortization of developed [removed: technology] [added: technologies] | [removed: 34.5] | | [added: 30.9] | | [removed: 15.5] | | | | [removed: 16.4] [added: 34.5] | | | [added: | | | 15.5 | | |]

| Total cost of revenue | [removed: 324.9] | | [added: 337.1] | | [removed: 285.9] | | | | [removed: 303.4] [added: 324.9] | | | [added: | | | 285.9 | | |]

| Gross profit | [removed: 2,949.4] | | [added: 3,453.3] | | [removed: 2,283.9] | | | | [removed: 1,753.2] [added: 2,949.4] | | | [added: | | | 2,283.9 | | |]

| Operating expenses: | | | | | | | | | | | | [added: | | | | | |]

| Marketing and sales | [removed: 1,310.3] | | [added: 1,440.3] | | [removed: 1,183.9] | | | | [removed: 1,087.3] [added: 1,310.3] | | | [added: | | | 1,183.9 | | |]

| Research and development | [removed: 851.1] | | [added: 932.5] | | [removed: 725.0] | | | | [removed: 755.5] [added: 851.1] | | | [added: | | | 725.0 | | |]

| General and administrative | [removed: 405.6] | | [added: 413.9] | | [removed: 340.1] | | | | [removed: 305.2] [added: 405.6] | | | [added: | | | 340.1 | | |]

| Amortization of purchased intangibles | [removed: 38.9] | | [added: 37.5] | | [removed: 18.0] | | | | [removed: 20.2] [added: 38.9] | | | [added: | | | 18.0 | | |]

| Restructuring and other exit costs, net | [removed: 0.5] | | [added: —] | | [removed: 41.9] | | | | [removed: 94.1] [added: 0.5] | | | [added: | | | 41.9 | | |]

| Total operating expenses | [removed: 2,606.4] | | [added: 2,824.2] | | [removed: 2,308.9] | | | | [removed: 2,262.3] [added: 2,606.4] | | | [added: | | | 2,308.9 | | |]

| Income (loss) from operations | [removed: 343.0] | | [added: 629.1] | | [removed: (25.0] | | [removed: )] | | [removed: (509.1] [added: 343.0] | | [removed: )] | [added: | | | (25.0) | | |]

| Interest and other expense, net | [removed: (48.2] | | [removed: )] [added: (82.4)] | | [removed: (17.7] | | [removed: )] | | [removed: (48.2] [added: (48.2)] | | [removed: )] | [added: | | | (17.7) | | |]

| Income (loss) before income taxes | [removed: 294.8] | | [added: 546.7] | | [removed: (42.7] | | [removed: )] | | [removed: (557.3] [added: 294.8] | | [removed: )] | [added: | | | (42.7) | | |]

| [removed: Provision] [added: Benefit (provision)] for income taxes | [removed: (80.3] | | [removed: )] [added: 661.5] | | [removed: (38.1] | | [removed: )] | | [removed: (9.6] [added: (80.3)] | | [removed: )] | [added: | | | (38.1) | | |]

| Net income (loss) | [added: | |] $ | [removed: 214.5] [added: 1,208.2] | | | [added: | |] $ | [removed: (80.8] [added: 214.5] | [removed: )] | | [added: | |] $ | [removed: (566.9] [added: (80.8)] | [removed: )] |

| Basic net income (loss) per share | [added: | |] $ | [removed: 0.98] [added: 5.51] | | | [added: | |] $ | [removed: (0.37] [added: 0.98] | [removed: )] | | [added: | |] $ | [removed: (2.58] [added: (0.37)] | [removed: )] |

| Diluted net income (loss) per share | [added: | |] $ | [removed: 0.96] [added: 5.44] | | | [added: | |] $ | [removed: (0.37] [added: 0.96] | [removed: )] | | [added: | |] $ | [removed: (2.58] [added: (0.37)] | [removed: )] |

| Weighted average shares used in computing basic net income (loss) per share | [removed: 219.7] | | [added: 219.4] | | [removed: 218.9] | | | | [removed: 219.5] [added: 219.7] | | | [added: | | | 218.9 | | |]

| Weighted average shares used in computing diluted net income (loss) per share | [removed: 222.5] | | [added: 222.1] | | [removed: 218.9] | | | | [removed: 219.5] [added: 222.5] | | | [added: | | | 218.9 | | |]

| | [removed: 2020] | | [added: 2021] | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | [added: | | | 2019 | | |]

| Other comprehensive income (loss), net of reclassifications: | | | | | | | | | | | | [added: | | | | | |]

| Net (loss) gain on derivative instruments (net of tax effect of [removed: ($1.1),] [added: $5.0,] ($1.1), and [removed: $3.2)] [added: ($1.1))] | [removed: (6.6] | | [removed: )] [added: (32.5)] | | [removed: 31.6] | | | | [removed: (31.2] [added: (6.6)] | | [removed: )] | [added: | | | 31.6 | | |]

| Change in net unrealized gain [removed: (loss)] on available-for-sale securities (net of tax effect of [added: $0.1,] ($0.4), [removed: $0.0,] and [removed: $0.1)] [added: $0.0)] | [removed: 1.4] | | [added: 1.7] | | [removed: 2.0] | | | | [removed: (0.2] [added: 1.4] | | [removed: )] | [added: | | | 2.0 | | |]

| Change in defined benefit pension items (net of tax effect of [added: ($0.3),] $1.6, [removed: ($2.0),] and [removed: ($0.7))] [added: ($2.0))] | [removed: (6.5] | | [removed: )] [added: 1.5] | | [removed: 13.0] | | | | [removed: 4.5] [added: (6.5)] | | | [added: | | | 13.0 | | |]

| Net change in cumulative foreign currency translation [removed: (loss)] gain [added: (loss)] (net of tax effect of [added: ($0.6),] $0.1, [removed: $0.5,] and [removed: ($4.8))] [added: $0.5)] | [removed: (13.6] | | [removed: )] [added: 63.7] | | [removed: (57.8] | | [removed: )] | | [removed: 81.6] [added: (13.6)] | | | [added: | | | (57.8) | | |]

| Total other comprehensive [removed: (loss)] income [added: (loss)] | [removed: (25.3] | | [removed: )] [added: 34.4] | | [removed: (11.2] | | [removed: )] | | [removed: 54.7] [added: (25.3)] | | | [added: | | | (11.2) | | |]

| Total comprehensive income (loss) | [added: | |] $ | [removed: 189.2] [added: 1,242.6] | | | [added: | |] $ | [removed: (92.0] [added: 189.2] | [removed: )] | | [added: | |] $ | [removed: (512.2] [added: (92.0)] | [removed: )] |

| | [added: | | | | |] January 31, [added: 2021 | | | | | | | | | | | | | | | | | | January 31,] 2020 | | | | [added: | | | | | | | |] January 31, 2019 | | | [added: | | | | | | | | | | | |]

| [removed: ASSETS] [added: *Derivative Assets*] | | | | | | | | [added: | | | | | | | | | |]

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| Purchases of developed technologies | | | (4.8) | | | | | | — | | | | | | — | | |

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| Settlement of liability-classified restricted stock units | | | — | | | | | | 28.7 | | | | | | | | | | | | — | | | | | | — | | | | | | 28.7 | | |

| Pre-combination expense related to equity awards assumed | | | — | | | | | | 0.4 | | | | | | | | | | | | — | | | | | | — | | | | | | 0.4 | | |

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| Net income | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 1,208.2 | | | | | | 1,208.2 | | |

| Shares issued related to business combination | | | 0.1 | | | | | | 37.9 | | | | | | | | | | | | | | | | | | | | | | | | 37.9 | | |

| Repurchase and retirement of common stock | | | (2.6) | | | | | | (149.5) | | | | | | | | | | | | — | | | | | | (399.9) | | | | | | (549.4) | | |

| Balances, January 31, 2021 | | | 219.6 | | | | | | $ | 2,578.9 | | | | | | | | | | | $ | (125.9) | | | | | $ | (1,487.5) | | | | | $ | 965.5 | |

January 31, 2021

1.

In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (COVID-19) to be a pandemic.

This pandemic has created and may continue to create significant uncertainty in the macroeconomic environment which, in addition to other unforeseen effects of this pandemic, may adversely impact our results of operations.

As the COVID-19 pandemic continues to develop, many of our estimates could require increased judgment and carry a higher degree of variability and volatility.

As events continue to evolve our estimates may change materially in future periods.

| | | | 2021 | | | | | | 2020 | | |

amount (discounted).

The company's strategic investments consist of privately held debt and equity securities.

For any available-for-sale debt securities, if Autodesk does not intend to sell and it is not more likely than not that Autodesk will be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, Autodesk will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors.

The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value.

Impairment will be assessed at the individual security level.

Credit-related impairment is recognized as an allowance on the Consolidated Balance Sheets with a corresponding adjustment to “Interest and other expense, net” on the Company’s Consolidated Statements of Operations.

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*2020 Form 10-K 60*

*2020 Form 10-K 61*

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