Autodesk (ADSK) 10-K risk factor changes: FY2022 vs FY2021

[removed: We] [added: While government authorities in some geographies are removing COVID-19 related business operations restrictions, we] continue to actively monitor the situation and may take further actions to alter our business operations as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, customers, partners, suppliers, and [removed: stockholders.][added: stockholders, including in response to outbreaks and variants.]

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

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, [added: such] as [added: the supply chain disruption and resulting inflationary pressures and global labor shortage that we have seen recently, as] well as other factors, including the full duration and the extent of the [removed: pandemic;] [added: pandemic, including as a result of outbreaks and variants;] actions taken by governments, businesses, and consumers in response to the pandemic; speed and timing of economic [removed: recovery;] [added: recovery, including in specific geographies; speed of rollout of COVID-19 vaccines, lifting of restrictions on movement, and normalization of full-time return to work and social events;] 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.

If economic growth in countries where we do business slows or if such countries experience further economic recessions, customers may delay or reduce technology [removed: purchases.][added: purchases, which we have seen recently in certain countries including China.]

We regularly acquire or invest in businesses, software solutions, and technologies that are complementary to our business through acquisitions, strategic alliances, or equity or debt investments, including several transactions in fiscal [removed: 2021.][added: 2022.]

International net revenue represented [added: 67% and] 66% of our net revenue [removed: in both] [added: for] fiscal [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021, respectively.]

- other factors beyond our control, including popular uprisings, terrorism, [removed: war,] [added: war (including the significant military action against Ukraine launched by Russia and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy),] natural disasters, and diseases and pandemics, such as COVID-19.

The application of the Trade and Cooperation Agreement between the European Union, the European Atomic Energy Community, and the United Kingdom signed in December 2020 (the “TCA”), [added: which took effect January 1, 2021,] could have adverse tax, tax treaty, banking, operational, legal, regulatory, or other impacts on our businesses in the region.

New or increased tariffs and other changes in U.S. trade [removed: policy] [added: policy, including sanctions,] could trigger retaliatory actions by affected countries, [added: including Russia,] and certain foreign governments, including the Chinese government, have instituted or considered imposing trade sanctions on certain U.S.-manufactured goods.

The escalation of protectionist or retaliatory trade measures in either the United States or any other countries in which we do business, such as [added: announcing sanctions,] a change in tariff structures, export compliance, or other trade policies, may increase the cost of, or otherwise interfere with, the conduct of our business.

[removed: Because of these and other] factors, competitive conditions in the industry are likely to intensify in the future.

[removed: - general] [added: *•*general] market, economic, business, and political conditions in Europe, APAC, and emerging economies, including from an economic downturn or recession in the United States or other countries;

During both fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented 29% of our total net [removed: revenue, respectively.][added: revenue.]

*Security incidents may compromise the integrity of our or our customers’ [added: systems, solutions,] offerings, services, [added: applications,] data, or intellectual property, harm our reputation, damage our competitiveness, create additional liability, and adversely impact our financial results.*

As we digitize Autodesk and use cloud- and web-based technologies to leverage customer data to deliver the total customer experience, we are exposed to increased security risks and the potential for unauthorized access to, or improper use of, [removed: our and our customers’ information.]

Like other software offerings and systems, ours are vulnerable to security [removed: incidents.][added: incidents, including those from acquired companies.]

We devote [added: significant] resources [added: in an effort] to maintain the security and integrity of our systems, offerings, services, and applications (online, mobile, and [removed: desktop).][added: desktop), including by enhancing security features, conducting penetration tests, code hardening, releasing security vulnerability updates, and accelerating our incident response time.]

Despite these efforts, we may not prevent security incidents, and we may face delays or other difficulties in [removed: identifying or] [added: identifying,] responding [removed: to] [added: to, or remediating] security incidents.

Security incidents could disrupt the proper functioning of our systems, solutions, [added: offerings, applications,] or services; cause errors in the output of our customers’ work; allow unauthorized access to [added: or unauthorized use, disclosure, modification, loss, or destruction of,] sensitive data or intellectual property, including proprietary or confidential information of ours or our customers; or cause other destructive outcomes.

The risk of a security incident, particularly through [removed: cyber attack] [added: cyber-attack] or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased.

These threats include identity theft, unauthorized access, DNS attacks, wireless network attacks, viruses and worms, [added: malware, bugs, vulnerabilities,] advanced persistent [removed: threat] [added: threats] (APT), application-centric attacks, peer-to-peer attacks, [added: social engineering,] phishing, [added: credential stuffing,] malicious file uploads, backdoor trojans, [added: supply chain attacks, ransomware attacks,] and distributed denial of service (DDoS) attacks.

In addition, third parties may attempt to fraudulently induce our employees, vendors, partners, [added: customers,] or users to disclose information to gain access to our data or our [added: customers’ or] users’ data and there is the risk of employee, contractor, or vendor error or malfeasance.

We could incur significant costs and liabilities, including due to litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, and costs for remediation and other incentives offered to customers or other business partners in an effort to maintain business relationships after a [removed: breach,] [added: security incident,] and our financial performance could be negatively impacted.

We cannot assure you that any limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security [removed: breach or other security] incident.

We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims related to a security [removed: breach,] [added: incident,] or that the insurer will not deny coverage as to any future claim.

*We rely on third parties to provide us with a number of operational and technical services; third-party security incidents could [added: result in the loss of our or our customers’ data,] expose us to liability, harm our reputation, damage our competitiveness, and adversely impact our financial results.*

Any [removed: third-party] security incident [added: involving such third parties] could compromise the integrity or availability of, or result in the theft of, [added: our and our customers’] data.

In addition, our operations or the operations of our customers or partners could be negatively affected in the event of a security [removed: breach,] [added: incident] and could be subject to the loss or theft of confidential or proprietary information, including source code.

If any of the foregoing were to occur or to be perceived to occur, our reputation may suffer, our competitive position may be diminished, customers may buy fewer of our offerings and services, we could face [removed: lawsuits] [added: lawsuits, regulatory investigation, fines,] and potential liability, and our financial results could be negatively impacted.

For fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] approximately [removed: 69%] [added: 65%] and [removed: 70%,] [added: 69%,] respectively, of our revenue was derived from indirect channel sales through distributors and resellers, and we expect that the majority of our revenue will continue to be derived from indirect channel sales in the near future.

Tech Data accounted for [removed: 37%] [added: 36%] and [removed: 35%] [added: 37%] of our total net revenue for fiscal [removed: 2021] [added: 2022] and [removed: 2020, respectively] [added: 2021, respectively,] and Ingram Micro accounted for [added: 9% and] 10% of our total net revenue for [removed: both] fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

For example, in June 2020, an affiliate of funds managed by affiliates of Apollo Global Management, a global alternative investment manager, acquired Tech Data, and in [removed: December 2020,] [added: July 2021,] Platinum Equity, a global investment firm, [removed: announced that it had entered into a definitive agreement to acquire] [added: acquired] Ingram Micro from HNA Technology Co., [removed: Ltd., subject] [added: Ltd. If there is any reseller or end user uncertainty caused by either acquisition, our ability] to [removed: stockholder] [added: sell to these resellers] and [removed: regulatory approvals.][added: end users could, at least temporarily, be negatively impacted.]

[removed: While we have internal processes to] manage our use of such third-party software, if such processes are inadequate, we may be subject to copyright infringement or other third-party claims.

*Increasing regulatory focus on [removed: privacy] [added: privacy, data protection, and information security] issues and [added: new and] expanding laws may impact our business [removed: or] [added: and] expose us to increased liability.*

[added: To accomplish this strategy, we must collect] and otherwise process customer data, which may include personal [removed: data.][added: data and personal information of users from different jurisdictions globally.]

Governments, regulators, plaintiffs’ attorneys, privacy [removed: advocates, and customers] [added: advocates] have increased their focus on how companies collect, process, use, store, share, and transmit personal [removed: data.][added: data and personal information.]

[removed: The] [added: In addition, the new state laws – the] CPRA [removed: significantly expands] [added: and] the [removed: CCPA, including by introducing] [added: VCDPA – that become effective on January 1, 2023, and the CPA that becomes effective on July 1, 2023, introduce] additional obligations such as data minimization and storage limitations, granting additional rights to consumers such as correction of personal information and additional opt-out [removed: rights, and creates a new entity to implement and enforce the law.][added: rights.]

[removed: The CCPA and CPRA] [added: These new state laws] will require us to modify our data processing practices and policies and may cause us to incur substantial costs and expenses in order to comply.

Several other countries, including [added: China,] Australia, New Zealand, Brazil, and Japan, have also established specific legal requirements for cross-border [removed: transfers of personal information.][added: data transfers.]

[removed: For example, in 2015, Russia introduced data localization laws, and] [added: There are also] other [removed: countries] [added: countries,] such as [removed: India and China] [added: India, that] are considering data localization requirements.

Although recent vaccine approvals and rollouts have raised hopes of a turnaround in the COVID-19 pandemic, renewed waves and new variants as well as delays in vaccinations pose risks to recovery and our outlook.

In addition, supply chain disruption and resulting inflationary pressures, a global labor shortage, and the ebb and flow of COVID-19, including in specific geographies, are currently impacting the pace of our recovery and our outlook.

Growth may slow if virus outbreaks

(including from new variants) prove difficult to contain, infections and deaths mount rapidly before vaccines are widely available, and social distancing measures and/or lockdowns return and are more stringent than anticipated.

Moreover, if economic policy support is insufficient or withdrawn before full economic recovery, bankruptcies of viable but illiquid companies could mount, leading to further or renewed employment and income losses and a more protracted recovery.

Together, these uncertainties and risks could have a material adverse impact on our financial condition, business and results of operations.

War, including the significant military action against Ukraine launched by Russia and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business.

For example, we have recently seen a deceleration in growth in certain geographies including China.

- tariffs, quotas, and other trade barriers and restrictions , including any political or economic responses and counter-responses or otherwise by various global actors to the significant military action against Ukraine launched by Russia;

More recently, the United States and other global actors have imposed sanctions as a result of the significant military action against Ukraine launched by Russia.

Broad-based sanctions against Russia, should they be implemented, could have a material adverse effect on our operations and business outlook.

Furthermore, in response to the Russian invasion of Ukraine, effective early March 2022 we have suspended all new business in Russia.

Our revenue in fiscal 2022 generated in Russia was less than 2% of total revenue.

We continue to evaluate our business operations there, including whether and how to support existing customers.

Because of these and other

War, including the significant military action against Ukraine launched by Russia and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business.

our and our customers’ information.

Also, our ability to mitigate the security incident risk may be impacted by our limited control over our customers or third-party technology providers and vendors, or the processing of data by third-party technology providers and vendors, which may not allow us to maintain the integrity or security of such transmissions or processing.

To date, such identified security events have not been material or significant to us or our customers, including to our reputation or business operations, or had a material financial impact, but there can be no assurance that future cyberattacks will not be material or significant.

These existing risks are compounded given the COVID-19 pandemic and the resulting shift to work-from-home arrangements for a large population of employees and contractors, as well as employees and contractors of our third-party technology providers and vendors, and the risks could also be elevated in connection with the Russian invasion of Ukraine.

Despite our significant efforts to create security barriers to such threats, we cannot entirely mitigate these risks, and there is no guarantee that inadvertent or unauthorized use or disclosure of such information will not occur or that third parties will not gain unauthorized access to such information.

Many governments have enacted laws requiring companies to provide notice of security incidents involving certain types of personal data and personal information.

We are also contractually required to notify certain customers of certain security incidents.

*Our use* *of third-party* *open* *source* *software* *could negatively affect* *our ability* *to sell subscriptions to access* *our products* *and* *subject us to possible litigation and greater security risks.*

We use third-party open source software.

From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and compliance with the open source software license terms.

Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source licensing terms.

Some open source software licenses require end-

users, who distribute or make available across a network software and services that include open source software, to make publicly available or to license all or part of such software (which in some circumstances could include valuable proprietary code, such as modifications or derivative works created, based upon, incorporating, or using the open source software) under the terms of the particular open source license.

While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the terms of the applicable license, including claims of intellectual property rights infringement or for breach of contract.

Furthermore, there exists today an increasing number of types of open source software licenses, almost none of which have been tested in courts of law to provide clarity on their proper legal interpretation.

If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we may be required to publicly release certain portions of our proprietary source code.

We could also be required to expend substantial time and resources to re-engineer some or all of our software.

Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software.

Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform.

Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects and could help our competitors develop products and services that are similar to or better than ours.

Our ability to monitor such third parties’ security measures is limited.

There have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our such third parties’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in an incident, breach, or other disruption to, our or these third parties’ systems.

While we have internal processes to

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.

- tariffs, quotas, and other trade barriers and restrictions;

The United Kingdom’s exit from the European Union (“Brexit”) has exacerbated and may further exacerbate many of the risks and uncertainties described above.

We accomplish this by enhancing security features, conducting penetration tests, code hardening, releasing security vulnerability updates, and accelerating our incident response time.

For example, in December 2020 it was widely reported that

SolarWinds, an information technology company, was the subject of a cyberattack that created security vulnerabilities for thousands of its clients.

We identified a compromised SolarWinds server and promptly took steps to contain the incidents.

While we believe that no customer operations or Autodesk products were disrupted as a result of this attack, other, similar attacks could have a significant negative impact on our systems and operations.

Despite efforts to create security barriers to such threats, it is impossible for us to entirely eliminate these risks.

If there is any reseller or end user uncertainty caused by either acquisition, our ability to sell to these resellers and end users could, at least temporarily, be negatively impacted.

To accomplish this strategy, we must collect

Federal, state, and foreign privacy and data security laws apply to the treatment of personal data; the regulatory framework for data privacy and security issues is rapidly evolving and is likely to remain uncertain for the foreseeable future.

The General Data Protection Regulation (“GDPR”) is applicable in all European Union member states and introduced new data protection requirements in the European Union and substantial fines for non-compliance.

We have modified our privacy practices to comply with the GDPR and make use of model contractual clauses approved by the European Commission in relation to the transfer of personal data from the European Union to the United States.

On July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-U.S. Privacy Shield data transfer mechanism (the “Schrems II Ruling”).

We do not anticipate any immediate change in our customers’ ability to continue to use our services and transfer data between the EU and the United States as a result of the Schrems II Ruling.

In the decision, the CJEU imposed additional obligations on companies when relying on standard contractual clauses approved by the European Commission (“SCCs”) to transfer personal data.

This decision may result in European data protection regulators applying differing standards for, and requiring ad hoc verification of, transfers of personal data from Europe to the United States.

In November 2020, the European Commission released a draft of revised SCCs addressing the CJEU concerns.

The European Data Protection Board also issued recommendations that, together with the revised SCCs, may require us to implement additional contractual and technical safeguards for any personal data transferred out of the European Economic Area, which may increase compliance costs, lead to increased regulatory scrutiny or liability, and adversely impact our business, financial condition, and operating results.

The United Kingdom has enacted a Data Protection Act and legislation referred to as the “UK GDPR” that, collectively, substantially implement the GDPR, and provides for substantial penalties for non-compliance.

However, Brexit has created uncertainty regarding data protection regulation in the United Kingdom and how data transfers to and from the United Kingdom will be regulated post-Brexit.

The TCA provides for unrestricted flow of personal data from the European Union to the United Kingdom until either April 30, 2021, which may be extended until June 30, 2021, by mutual agreement, or until the European Commission adopts a decision that U.K. data protection laws offer an adequate level of protection for personal data.

In addition, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”), which took effect in January 2020.

The CCPA, among other things, gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.

In November 2020, California voters passed the California Privacy Rights Act (the “CPRA”).

The GDPR, CCPA, and other state and global laws and regulations increased our responsibility and potential liability in relation to personal data, and we have and will continue to put in place additional processes and programs to demonstrate compliance.

New privacy laws and regulations are under development at the U.S. federal and state level and many international jurisdictions.

Any actual or perceived failure to comply with the GDPR, the CCPA, or other data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breach, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.

Additionally, we store customer information and content and if our customers fail to comply with contractual obligations or applicable laws, it could result in litigation or reputational harm to us.

The GDPR, CCPA, and other laws and self-regulatory codes may affect our ability to reach current and prospective customers, understand how our offerings and services are being used, respond to customer requests allowed under the laws, and implement our new business models effectively.

These new laws and regulations would similarly affect our competitors as well as our customers.

These requirements could impact demand for our offerings and services and result in more onerous contract obligations.

may negatively impact the value and liquidity of our securities.

We are releasing our valuation allowance against the majority of our U.S. federal tax assets resulting in a material non-cash benefit in this period.

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

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

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

To support our strategic priority of re-imagining [removed: AEC,] [added: Architecture, Engineering, and Construction (“AEC”),] we are strengthening the foundation of our AEC solutions with both organic and inorganic investments.

[removed: 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 [removed: closeout, as well as a leading provider of post-processing and machine simulation solutions in manufacturing.][added: closeout.]

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

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: 2022,] 2021, [removed: 2020,] and [removed: 2019.][added: 2020.]

For example, we have established the Autodesk Forge developer [removed: program] [added: platform] to support innovators that build solutions to facilitate the development of a single connected ecosystem for the future of how things are designed, made, and used as well as support ideas that push the boundaries of 3D printing.

*Business Combinations.* The assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values at the acquisition [removed: date.][added: date, with the exception of contract assets and contract liabilities (i.e., deferred revenue) which are recognized and measured on the acquisition date in accordance with Autodesk’s “Revenue Recognition” policy in Note 1 “Business and Summary of Significant Accounting Policies”.]

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

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

The key assumptions that we use in our discounted cash flow model include the amount and timing of estimated future cash flows to be generated by the asset [added: group] over an extended period of time and a rate of return that considers the relative risk of achieving the cash flows and the time value of money.

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 Netherlands, Canada, [added: Australia,] California, Michigan and U.S. capital loss deferred tax assets will be realized.

Until the final resolution of such matters, there may be an exposure to loss in excess of the [removed: amount recorded.]

OVERVIEW OF FISCAL [removed: 2021][added: 2022]

- Total net revenue was [removed: $3.79] [added: $4.39] billion during fiscal [removed: 2021,] [added: 2022,] an increase of 16% compared to the prior fiscal year.

- Recurring revenue as a percentage of net revenue was [removed: 97%] [added: 96%] for the fiscal year ending January 31, [removed: 2021,] [added: 2022,] compared to [removed: 96%] [added: 97%] for the same period in the prior fiscal year.

- Net revenue retention rate (“NR3”) was within the range of 100% and 110% as of [added: both] January 31, [removed: 2021, and within the range of 110%] [added: 2022] and [removed: 120% as of January 31, 2020.][added: 2021.]

- Deferred revenue was [removed: $3.36] [added: $3.79] billion, an increase of [removed: 12%] [added: 13%] compared to the prior fiscal year.

- Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was [removed: $4.24] [added: $4.74] billion, an increase of [removed: 19%] [added: 12%] compared to the fourth quarter in the prior fiscal year.

- Current remaining performance obligations were [removed: $2.74] [added: $3.14] billion, an increase of [removed: 16%] [added: 15%] compared to the prior fiscal year.

During fiscal [removed: 2021,] [added: 2022,] net revenue increased 16%, as compared to the prior fiscal year, primarily due to a [removed: 26%] [added: 19%] increase in subscription [added: revenue, partially offset by a 58% decrease in maintenance] revenue.

Total sales to Tech Data accounted for [added: 36%,] 37% [removed: of Autodesk’ total net revenue during fiscal 2021] and 35% of Autodesk’s total net revenue during [removed: both] fiscal [removed: 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020, respectively.]

[removed: During both fiscal 2021 and 2020,] Ingram Micro accounted for [removed: 10%] [added: 9%] of Autodesk's total net revenue [removed: and] during fiscal [removed: 2019, Ingram Micro accounted for 11%] [added: 2022 and 10%] of [removed: Autodesk’s] [added: Autodesk's] total net [removed: revenue.][added: revenue during both fiscal 2021 and 2020.]

The following table outlines our recurring revenue metric for the fiscal years ended January 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019:][added: 2020:]

| | | | Fiscal Year Ended January 31, [removed: 2021] [added: 2022] | | | | | | Change compared to prior fiscal year end | | | | | | | | | | | | Fiscal Year Ended January 31, [removed: 2020] [added: 2021] | | | | | | Change compared to prior fiscal year end | | | | | | | | | | | | Fiscal Year Ended January 31, [removed: 2019] [added: 2020] | | |

| Recurring Revenue *(in millions)* (1) | | | [removed: $3,662.2] [added: $4,232.7] | | | | | | $ | [removed: 523.7] [added: 570.5] | | | | | [removed: 17] [added: 16] | | % | | | | $ | [removed: 3,138.5] [added: 3,662.2] | | | | | $ | [removed: 701.3] [added: 523.7] | | | | | [removed: 29] [added: 17] | | % | | | | $ | [removed: 2,437.2] [added: 3,138.5] | |

| As a percentage of net revenue | | | [removed: 97] [added: 96] | | % | | | | N/A | | | | | | N/A | | | | | | [removed: 96] [added: 97] | | % | | | | N/A | | | | | | N/A | | | | | | [removed: 95] [added: 96] | | % |

NR3 was within the range of 100% and 110% as of [added: both] January 31, [removed: 2021, and within the range of 110%] [added: 2022] and [removed: 120% as of January 31, 2020.][added: 2021.]

We generate a significant amount of our revenue in the United States, Japan, Germany, [removed: Finland, and] the United [removed: Kingdom.][added: Kingdom, and Finland.]

| | | | Fiscal Year Ended January 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Net revenue | | | 16 | | % | | | | [removed: 17] [added: 14] | | % | | | | [removed: Negative] [added: Positive] | | |

| Total spend | | | [removed: 8] [added: 19] | | % | | | | [removed: 8] [added: 18] | | % | | | | [removed: Neutral] [added: Negative] | | |

Changes in the value of the U.S. dollar may have a significant effect on net revenue, total spend, and income [removed: (loss)] from operations in future periods.

| *(in millions)* | | | January 31, [removed: 2021] [added: 2022] | | | | | | January 31, [removed: 2020] [added: 2021] | | |

| Deferred revenue | | | $ | [removed: 3,360.2] [added: 3,789.8] | | | | | $ | [removed: 3,007.1] [added: 3,360.2] | |

| Unbilled deferred revenue | | | [removed: 880.5] [added: 949.2] | | | | | | [removed: 549.6] [added: 880.5] | | |

| RPO | | | $ | [removed: 4,240.7] [added: 4,739.0] | | | | | $ | [removed: 3,556.7] [added: 4,240.7] | |

| *(in millions)* | | | | | | | | | | | | | | | January 31, [removed: 2021] [added: 2022] | | | | | | January 31, [removed: 2020] [added: 2021] | | | | | | | | |

Autodesk is changing how the world is designed and made.

Our technology spans architecture, engineering, construction, product design, manufacturing, media and entertainment, empowering innovators everywhere to solve challenges big and small.

From greener buildings to smarter products to more mesmerizing blockbusters, Autodesk technology helps our customers to design and make a better world for all.

In fiscal 2022, we acquired Storm UK Holdco Limited, the parent of Innovyze, Inc. (“Innovyze”), which provides water infrastructure software.

Combining Innovyze’s hydraulic modeling, simulation, asset performance management and operational analytics solutions with Autodesk’s design and analysis solutions (including Autodesk Civil 3D, Autodesk InfraWorks, and the Autodesk Construction Cloud) enables us to deliver end-to-end, cloud-based solutions for our water infrastructure customers that drive efficiency and sustainability.

Other acquisitions in fiscal 2022 include a cloud-based estimating solution that enables construction teams to create estimates, perform digital takeoffs, generate detailed reports and proposals and manage bid-day processes.

In fiscal 2021, we acquired Spacemaker which uses cloud-based, artificial intelligence (AI), and generative design to help architects,

In manufacturing, our strategy is to combine organic and acquired software in existing and adjacent verticals to create end-to-end, cloud-based solutions for our customers that drive efficiency and sustainability.

A fiscal 2021 acquisition included a leading provider of post-processing and machine simulation solutions.

In fiscal 2022, we acquired Upchain, an instant-on, cloud-based data management technology that allows product design and manufacturing customers to collaborate in the cloud across their value chains and bring products to market faster.

Autodesk is committed to advancing a more sustainable, resilient, and equitable world.

We don’t believe in waiting for progress, we believe in making it.

We take action as a business and to support our employees, customers, and communities in our collective opportunity to design and make a better world for all.

We focus our efforts to advance positive outcomes across three primary areas: energy and materials, health and resilience, and work and prosperity.

These impact opportunity areas are derived from the UN Sustainable Development Goals (“SDGs”)

and have been focused through a multi-pronged process to align the top needs of our stakeholders, the important issues of our business, and the areas we are best placed to accelerate positive impact at scale.

These opportunities manifest as outcomes through how our customers leverage our technology to design and make net-zero carbon buildings, resilient infrastructure, more sustainable products, and a thriving workforce.

We realize these opportunities in our business through our 100% renewable and net-zero greenhouse gas operations and inclusive culture.

We advance these opportunities with industry innovators through collaboration, grants, software donations, and training.

Information contained on or accessible through our website is not part of or incorporated by reference into this report.

- expected growth in revenue from the acquired company’s existing customer relationships;

amount recorded.

Additionally, the COVID-19 pandemic has spurred changes in the way we work as we move to a more hybrid workforce resulting in an evaluation of our office space needs.

Accordingly, we are reducing our facilities portfolio worldwide and incurred impairment and accelerated depreciation charges of $103.7 million to assets associated with our operating leases for real estate during the fiscal year ended January 31, 2022, and expect to incur additional impairments over the next several quarters which we currently estimate could result in impairment charges that would range up to approximately $25.0 million depending on the then-current market conditions.

Optimizing our facilities costs will allow us to better deploy capital to further our strategy and drive growth.

However, there is no guarantee that we will realize any anticipated benefits to our business, including any cost savings or operational efficiencies, or that our impairment charges would be limited to that amount.

However, supply chain disruption and resulting inflationary pressures, a global labor shortage, and the ebb and flow of COVID-19, including in specific geographies, are currently impacting the pace of our recovery and our outlook.

| Subscription | | | $ | 4,156.4 | | | | | $ | 677.5 | | | | | 19 | | % | | | | $ | 3,478.9 | | | | | Increase due to growth across subscription types, led by subscription renewal revenue as a result of growth in the subscription base. Also contributing to the growth was an increase in revenue from EBA offerings. | | |

| Maintenance | | | 76.3 | | | | | | (107.0) | | | | | | (58) | | % | | | | 183.3 | | | | | | | | |

| Other | | | 153.7 | | | | | | 25.5 | | | | | | 20 | | % | | | | 128.2 | | | | | | | | |

| | | | $ | 4,386.4 | | | | | $ | 596.0 | | | | | 16 | | % | | | | $ | 3,790.4 | | | | | | | |

| Maintenance | | | 183.3 | | | | | | (203.3) | | | | | | (53) | | % | 386.6 | | | | | | | | |

| MFG | | | 876.0 | | | | | | 77.4 | | | | | | 10 | | % | | | | 798.6 | | | | | | Increase due to growth in revenue from Fusion360, EBAs, and MFG Collections. | | |

| M&E | | | 258.9 | | | | | | 39.5 | | | | | | 18 | | % | | | | 219.4 | | | | | | Increase due to growth in revenue from EBAs, Maya, and M&E Collections. | | |

| Other | | | 38.6 | | | | | | 14.2 | | | | | | 58 | | % | | | | 24.4 | | | | | | | | |

| | | | $ | 4,386.4 | | | | | $ | 596.0 | | | | | 16 | | % | | | | $ | 3,790.4 | | | | | | | |

significant military action against Ukraine launched by Russia (or any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), may have an adverse effect on our business in those countries and our overall financial performance.

| Indirect | | | $ | 2,849.4 | | | | | $ | 249.4 | | | | | 10 | | % | | | | $ | 2,600.0 | | | | | Increase due to growth in subscription revenue. | | | | | | | | | | | | | | | | | | | | | | | |

| Direct | | | 1,537.0 | | | | | | 346.6 | | | | | | 29 | | % | | | | 1,190.4 | | | | | | Increase due to an increase in EBAs and our online Autodesk branded store. | | | | | | | | | | | | | | | | | | | | | | | |

| Total net revenue | | | $ | 4,386.4 | | | | | $ | 596.0 | | | | | 16 | | % | | | | $ | 3,790.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Autodesk makes software for people who make things.

If you have ever driven a high-performance car, admired a towering skyscraper, used a smartphone, or watched a great film, chances are you have experienced what millions of Autodesk customers are doing with our software.

We empower innovators to achieve the new possible - enabling them to discover first-in-kind solutions to complex design challenges, deliver tangible outcomes in record time, and make data-powered decisions for sustainable outcomes.

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

Additionally, in fiscal 2018, we commenced a program to incentivize maintenance plan customers to move to subscription plan offerings, maintenance-to-subscription (“M2S”), while at the same time increasing maintenance plan pricing over time for customers that remain on maintenance plans.

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

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.

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

Through our products and services, we partner with 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.

The increase in subscription revenue was partially offset by a 53% decrease in maintenance revenue.

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.

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

| Maintenance (1) | | | 183.3 | | | | | | (203.3) | | | | | | (53) | | % | | | | 386.6 | | | | | | Decrease primarily due to the migration of maintenance plan subscriptions to subscription plan subscriptions with the M2S program. | | |

| Subscription | | | $ | 2,751.9 | | | | | $ | 949.6 | | | | | 53 | | % | $ | 1,802.3 | | | | | Increase due to growth across all subscription plan types, led by renewal product subscription revenue, which benefited from the success of the M2S program. Also contributing to the increase was growth in new product subscriptions, cloud service offerings (which benefited from our acquisitions in the fourth quarter of fiscal year 2019) and EBA offerings. | | |

| Maintenance (1) | | | 386.6 | | | | | | (248.5) | | | | | | (39) | | % | 635.1 | | | | | | Decrease primarily due to the migration of maintenance plan subscriptions to subscription plan subscriptions with the M2S program. | | |

| Other | | | 135.8 | | | | | | 3.4 | | | | | | 3 | | % | 132.4 | | | | | | | | |

| | | | $ | 3,274.3 | | | | | $ | 704.5 | | | | | 27 | | % | $ | 2,569.8 | | | | | | | |

____________________

(1)We expect maintenance revenue will continue to decline; however, the rate of decline will vary based on the number of renewals, the renewal rate, and our ability to incentivize maintenance plan customers to transition to subscription plan offerings.

| MFG | | | 726.1 | | | | | | 109.9 | | | | | | 18 | | % | | | | 616.2 | | | | | | Increase due to growth in revenue from MFG Collections and EBAs. | | |

| M&E | | | 199.2 | | | | | | 17.2 | | | | | | 9 | | % | | | | 182.0 | | | | | | Increase due to growth in revenue from Maya, M&E Collections and 3DS Max. | | |

| Other | | | 23.7 | | | | | | 5.5 | | | | | | 30 | | % | | | | 18.2 | | | | | | | | |

| | | | $ | 3,274.3 | | | | | $ | 704.5 | | | | | 27 | | % | | | | $ | 2,569.8 | | | | | | | |

| Indirect | | | $ | 2,282.2 | | | | | $ | 451.4 | | | | | 25 | | % | | | | $ | 1,830.8 | | | | | Increase due to growth in subscription revenue offset by lower maintenance plan subscriptions as we continue to migrate customers to subscriptions through the M2S program. | | | | | | | | | | | | | | | | | | | | | | | |

| Direct | | | 992.1 | | | | | | 253.1 | | | | | | 34 | | % | | | | 739.0 | | | | | | Increase due to growth in revenue from our acquisitions in the fourth quarter of fiscal year 2019, EBAs, and our online Autodesk branded store. | | | | | | | | | | | | | | | | | | | | | | | |

| Total net revenue | | | $ | 3,274.3 | | | | | $ | 704.5 | | | | | 27 | | % | | | | $ | 2,569.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | 135.8 | | | | | | 3.4 | | | | | | 3 | | % | | | | | | | | | | | | | | | | 132.4 | | | | | | | | |

| Total Net Revenue | | | $ | 3,274.3 | | | | | $ | 704.5 | | | | | 27 | | % | | | | | | | | | | | | | | | | $ | 2,569.8 | | | | | | | |

| Other | | | 66.5 | | | | | | 12.1 | | | | | | 22 | | % | | | | 54.4 | | | | | | Increase due to growth in employee-related costs due to higher headcount. | | |

| Total cost of revenue | | | $ | 324.9 | | | | | $ | 39.0 | | | | | 14 | | % | | | | $ | 285.9 | | | | | | | |

| Marketing and sales | | | $ | 1,310.3 | | | | | $ | 126.4 | | | | | 11 | | % | | | | $ | 1,183.9 | | | | | Increase primarily due to increased employee-related costs driven by higher headcount as well as an increase in stock-based compensation expense driven by awards granted and assumed through our acquisitions in the fourth quarter of fiscal 2019. | | |

| General and administrative | | | 405.6 | | | | | | 65.5 | | | | | | 19 | | % | | | | 340.1 | | | | | | Increase primarily due to an increase in stock-based compensation expense driven by awards granted and assumed through our acquisitions in the fourth quarter of fiscal 2019 as well as increased employee-related costs driven by higher headcount. | | |

| Restructuring and other exit costs, net | | | 0.5 | | | | | | (41.4) | | | | | | (99) | | % | | | | 41.9 | | | | | | Decreased as we substantially completed the actions authorized under the fiscal 2018 restructuring plan. | | |

| Total operating expenses | | | $ | 2,606.4 | | | | | $ | 297.5 | | | | | 13 | | % | | | | $ | 2,308.9 | | | | | | | |

As of January 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 months.

A sensitivity analysis performed on our hedging portfolio as of January 31, [removed: 2021,] [added: 2022,] indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] would increase the fair value of our foreign currency contracts by [removed: $118.6] [added: $217.8] million and [removed: $158.8] [added: $118.6] million, respectively.

A hypothetical 10% depreciation of the dollar from its value at January 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] would decrease the fair value of our foreign currency contracts by [removed: $149.2] [added: $138.1] million and [removed: $119.2] [added: $149.2] million, respectively.

At January 31, [removed: 2021,] [added: 2022,] we had [removed: $812.3] [added: $708.2] million of cash equivalents and marketable securities, including [removed: $85.0] [added: $235.7] million classified as short-term marketable securities.

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

Our option and foreign exchange forward contracts outstanding as of the respective period-ends are summarized in U.S. dollar equivalents as follows (in millions):

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

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

| | | | January 31, 2022 | | | | | | | | | | | | January 31, 2021 | | | | | | | | |

| | | | Notional Amount | | | | | | Fair Value | | | | | | Notional Amount | | | | | | Fair Value | | |

| Forward Contracts: | | | | | | | | | | | | | | | | | | | | | | | |

| Purchased | | | $ | 852.3 | | | | | $ | (10.3) | | | | | $ | 686.0 | | | | | $ | 3.6 | |

| Sold | | | 1,611.9 | | | | | | 7.0 | | | | | | 1,172.1 | | | | | | 2.2 | | |

| Option Contracts: | | | | | | | | | | | | | | | | | | | | | | | |

| Purchased | | | 1,272.6 | | | | | | 18.3 | | | | | | 1,044.4 | | | | | | 5.2 | | |

| Sold | | | 1,321.8 | | | | | | (7.6) | | | | | | 1,092.1 | | | | | | (18.6) | | |

The notional amount of our option and forward contracts was $1.57 billion and $1.72 billion at January 31, 2021 and 2020, respectively.

Our digital media and entertainment products provide tools for digital sculpting, modeling, animation, effects, rendering, and compositing for design visualization, visual effects, [removed: and] games [removed: production.][added: production, and enables connection of workflows and data from post-production to pre-production.]

Autodesk’s product [removed: offerings, sold through a subscription,] [added: offerings] include:

[removed: Shotgun] [added: ShotGrid] is cloud-based software for review and production tracking in the M&E industry.

Creative companies use the [removed: Shotgun] [added: ShotGrid] platform to provide essential business tools for managers and visual collaboration tools for artists and supervisors, who often work globally with distributed teams.

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

[removed: Subscriptions] [added: Subscription plans] represent a combined hybrid offering of desktop software and cloud functionality which provides a device-independent, collaborative design workflow for designers and their stakeholders.

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

[removed: 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 [removed: August 2023.][added: February 2024.]

Additionally, we acquire [removed: products] or [removed: technology developed by others by purchasing or licensing] [added: license] products and [removed: technology from] [added: technologies developed by] third parties.

[removed: To a lesser extent we] [added: We] also transact directly with our enterprise and named account customers and with customers through our online Autodesk branded store.

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

For fiscal [removed: 2021,] [added: 2022,] approximately [removed: 69%] [added: 65%] of our revenue was derived from indirect channel sales through distributors and resellers.

Sales through our largest distributor, Tech Data Corporation and its global affiliates (collectively, “Tech Data”), accounted for [removed: 37% of our net revenue for the fiscal year ended January 31, 2021,] [added: 36%, 37%,] and 35% of our net revenue for [removed: both] [added: the] fiscal years ended January 31, [removed: 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020, respectively.]

Ingram Micro Inc. (“Ingram Micro”), our second-largest distributor, accounted for [removed: 10%] [added: 9%] of Autodesk's total net revenue for [removed: both] fiscal [removed: years] [added: year] ended January 31, [removed: 2021 and 2020,] [added: 2022] and [removed: 11%] [added: 10%] of [removed: Autodesk's] total net revenue for fiscal [removed: year] [added: years] ended January 31, [removed: 2019.][added: 2021 and 2020.]

Under our subscription plan, customers can use our software anytime, anywhere, and get access to the latest updates to previous versions through term-based product subscriptions, cloud service offerings, and enterprise business agreements [removed: (“EBAs”).][added: (“EBA”).]

Historically, we have had increased [removed: EBAs] [added: EBA] sale activity in our fourth fiscal quarter.

Through Autodesk Design Academy, we provide secondary and post-secondary schools hundreds of [added: standards-aligned class projects to support design-based disciplines in Science, Technology, Engineering, Digital Arts, and]

[removed: standards-aligned class projects to support design-based disciplines in Science, Technology, Engineering, Digital Arts, and] Math (STEAM) using Autodesk’s professional-grade design, engineering, and entertainment software.

Internally, we are investing in best practices to mitigate our greenhouse gas emissions [added: (“GHGs”)] and climate change risk through investments in renewable energy, energy efficiency, and disaster management and recovery strategies.

Our assured results [removed: on this new commitment] [added: for fiscal year 2022 and our ongoing commitments] will be published in our fiscal [removed: 2021] [added: year 2022] impact report.

Our fiscal [removed: 2021] [added: 2022] impact report will be published in the second quarter of fiscal [removed: 2022.][added: 2023.]

[removed: In] [added: During] fiscal 2020, Autodesk committed to target 1% of annual operating margin for the long-term support of the Autodesk Foundation.

As of January 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 11,500] [added: 12,600] people, an increase from approximately [removed: 10,100] [added: 11,500] employees as of the end of fiscal year [removed: 2020.][added: 2021.]

We have never experienced any work stoppages and believe our employee relations are [removed: good.][added: strong.]

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, [added: Culture Sprints for all employees to foster belonging,] and a D&B speaker series featuring leaders from a range of disciplines.

[removed: This past] [added: In] fiscal [removed: year,] [added: 2021,] we made changes to our equity strategy, expanding our grant program eligibility for new hires and existing employees.

[removed: Over the past three fiscal years, we] [added: We] acquired new technology or supplemented our existing technology by purchasing businesses or technology related assets focused in specific markets or industries.

For the fiscal years ended January 31, [removed: 2021, 2020,] [added: 2022] and [removed: 2019,] [added: 2021,] we acquired companies accounted for as business combinations.

The following were significant acquisitions for fiscal years [removed: 2021, 2020,] [added: 2022] and [removed: 2019:][added: 2021:]

Our Industry Collections consist of: Autodesk Architecture, Engineering and Construction Collection, Autodesk Product Design [removed: &] [added: and] Manufacturing Collection, and Autodesk Media and Entertainment Collection.

Main products include, but are not limited to, Assemble, [removed: BIM 360,] [added: Autodesk Build,] BuildingConnected, [removed: PlanGrid,] Fusion 360, and [removed: Shotgun.][added: ShotGrid.]

*Other Revenue:* Consists of revenue from consulting, [removed: training,] [added: training] and other products and services, and is recognized as the products are delivered and services are performed.

It excludes subscription revenue related to consumer product offerings, select Creative Finishing product offerings, [removed: education offerings,] and third-party products.

*Remaining Performance [removed: Obligations:*] [added: Obligations (RPO):*] The sum of total short-term, long-term, and unbilled deferred revenue.

*•Architecture, Engineering & Construction Collection*

*•Autodesk Build*

Autodesk Build delivers a connected set of project management and collaboration tools for the construction industry.

Autodesk Build provides a toolset for managing, sharing, and accessing project documents that results in streamlined workflows between the office, trailer, and jobsite.

In addition, Autodesk Build can be used to track the quality and safety of the project with issues and forms.

Team members can use Autodesk Build for requests for information (RFIs), submittals, and meetings to manage the flow of information and track project progress across the construction timeline.

The PlanGrid Build mobile app delivers field critical project information and collaboration from Autodesk Build to the jobsite.

As part of Autodesk Construction Cloud, Build connects data originating in design and preconstruction to the construction and operations phase, allowing users to identify, manage and de-risk project decisions.

*•Product Design & Manufacturing Collection*

*•Media & Entertainment Collection*

*•ShotGrid*

Autodesk was founded during the platform transition from mainframe computers and engineering workstations to personal computers.

We have developed and sustained a compelling value proposition based upon software for the personal computer.

We

Autodesk is committed to advancing a more sustainable, resilient, and equitable world.

We don’t believe in waiting for progress, we believe in making it.

We take action as a business and to support our employees, customers, and communities in our collective opportunity to design and make a better world for all.

We focus our efforts to advance positive outcomes across three primary areas: energy and materials, health and resilience, and work and prosperity.

These impact opportunity areas are derived from the UN Sustainable Development Goals (“SDGs”) and have been focused through a multi-pronged process to align the top needs of our stakeholders, the important issues of our business, and the areas we are best placed to accelerate positive impact at scale.

These opportunities manifest as outcomes through how our customers leverage our technology to design and make net-zero carbon buildings, resilient infrastructure, more sustainable products, and a thriving workforce.

We realize these opportunities in our business through our 100% renewable and net-zero greenhouse gas operations and inclusive culture.

We advance these opportunities with industry innovators through collaboration, grants, software donations, and training.

In fiscal 2022, we integrated regular analysis of various climate scenarios into our enterprise strategy and risk processes.

In fiscal year 2022, we deployed a new sustainability financing framework to accelerate new and existing efforts in these areas.

Details about this effort can be found in our Sustainability Financing Framework on our website at www.autodesk.com.

Information contained on or accessible through our website is not part of or incorporated by reference into this report.

In fiscal year 2022, we launched our second science-based GHG reduction target, to reduce Scope 1 and Scope 2 GHGs 50%, and reduce Scope 3 GHGs per dollar of gross profit 25%, by fiscal year 2031, compared to fiscal year 2020.

In fiscal year 2021, we attained our ongoing commitment to being net-zero emissions, and before carbon offsets, were responsible for 126,000 metric tons of carbon dioxide equivalent across our operational, market-based, boundary.

This represents a 45% reduction compared to our fiscal year 2020 base line.

This change in GHGs largely stemmed from changes in travel during the global pandemic and also continued investment in renewable energy and efficiency across our footprint areas.

TALENT AND HUMAN CAPITAL MANAGEMENT

We have developed and embedded a holistic global Diversity and Belonging (“D&B”) strategy into all that we do.

Information contained on or accessible through our website is not part of or incorporated by reference into this report.

Autodesk did not complete any business combinations during fiscal year 2020.

| May 2021 | | | | | | Upchain Inc. (“Upchain”) | | | | | | Autodesk integrated Upchain’s unified cloud platform in Autodesk solutions to centralize data management and process management. | | |

| March 2021 | | | | | | Storm UK Holdco Limited, the parent of Innovyze, Inc. (“Innovyze”) | | | | | | Innovyze provided comprehensive water modeling solutions that augment Autodesk’s BIM offerings in civil engineering, and extended Autodesk’s presence into operations and maintenance of water infrastructure assets | | |

*•Industry Collections*

*•PlanGrid*

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

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

The data collected within PlanGrid software acts as a digital trail during the building process, allowing for easy turnover to the owner for operations and maintenance after construction is complete.

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

*•Shotgun*

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

In 2017, we commenced a program to incentivize maintenance plan customers to move to subscription plan offerings, maintenance-to-subscription (“M2S”), while at the same time increasing maintenance plan pricing over time for customers that remain on maintenance plans.

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.

Additionally, in order to

With the discontinuation of the sale of perpetual licenses, we have transitioned away from selling a mix of perpetual licenses and maintenance plans in favor of a consolidated subscription model.

However, our customers who have previously purchased a perpetual use license for the most recent version of the underlying product are able to renew a previously purchased maintenance plan, until maintenance offerings are retired as of May 7, 2021, that provides them with unspecified upgrades when and if available, and receive online support during the term of their maintenance contract.

To help our customers imagine, design, and make a better world, we focus our environmental, social, and governance efforts on the outcomes where we can drive the greatest positive impact; partnering with our customers and enabling their sustainable practices through our products, catalyzing industry action by delivering free learning and training resources and providing software grants and support to qualifying nonprofits and entrepreneurs, and leading by example with our business practices and with our employees.

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.

In fiscal 2020, we attained our science-based greenhouse gas reduction target of 43% emissions reduced since fiscal 2009 and we have announced a new commitment to being net-zero emissions by the end of fiscal 2021.

By end of fiscal 2020, Autodesk had reduced its net greenhouse gas emissions for its operational boundary by 43% from our fiscal year 2009 baseline to 172,000 metric tons of carbon dioxide equivalent.

This reduction was accomplished through increased investment in renewable energy and energy efficiency in our global real estate portfolio and investments with our customers to create carbon avoidance projects that generate verified emission reduction credits.

TALENT

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.

The Autodesk Foundation encouraged employee impact through an expanded 2:1 match for all eligible COVID-19-related donations.

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

| January 2019 | | | | | | BuildingConnected, Inc. ("BuildingConnected") | | | | | | The acquisition of BuildingConnected enabled Autodesk to add bid-management capabilities to its construction portfolio. | | |

| December 2018 | | | | | | PlanGrid, Inc. ("PlanGrid") | | | | | | The acquisition of PlanGrid enabled Autodesk to offer a more comprehensive, cloud-based construction platform. | | |

| July 2018 | | | | | | Assemble Systems, Inc. ("Assemble Systems") | | | | | | The acquisition of Assemble Systems enabled Autodesk's customers to influence, query and connect BIM data to key workflows across bid management, estimating, scheduling, site management and finance. | | |

Beginning with the first quarter of fiscal 2021, Autodesk modified its definition of NR3 to the definition above.

The effect of this change is not material for the periods presented.

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 [added: 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.

For the fiscal year ended January 31, [removed: 2021][added: 2022]

As of July [removed: 31, 2020,] [added: 30, 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately [removed: 219.0] [added: 219.7] 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 [removed: 31, 2020)] [added: 30, 2021)] was approximately [removed: $51.8] [added: $70.6] billion.

As of March [removed: 12, 2021,] [added: 10, 2022,] the registrant had outstanding [removed: 219,592,294] [added: 217,307,974] shares of common stock.

The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, [removed: 2021.][added: 2022.]

| Item 1. | | | [removed: [Business](#i606fff4ae087443bab91d2acf77e8dfe_16)] [added: [Business](#ic5e280ddd1ef46fe9ace2a18e7a582b7_16)] | | | [removed: [5](#i606fff4ae087443bab91d2acf77e8dfe_16)] [added: [5](#ic5e280ddd1ef46fe9ace2a18e7a582b7_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i606fff4ae087443bab91d2acf77e8dfe_19)] [added: Factors](#ic5e280ddd1ef46fe9ace2a18e7a582b7_19)] | | | [removed: [16](#i606fff4ae087443bab91d2acf77e8dfe_19)] [added: [16](#ic5e280ddd1ef46fe9ace2a18e7a582b7_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i606fff4ae087443bab91d2acf77e8dfe_22)] [added: Comments](#ic5e280ddd1ef46fe9ace2a18e7a582b7_22)] | | | [removed: [32](#i606fff4ae087443bab91d2acf77e8dfe_22)] [added: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_22)] | | |

| Item 2. | | | [removed: [Properties](#i606fff4ae087443bab91d2acf77e8dfe_25)] [added: [Properties](#ic5e280ddd1ef46fe9ace2a18e7a582b7_25)] | | | [removed: [32](#i606fff4ae087443bab91d2acf77e8dfe_25)] [added: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i606fff4ae087443bab91d2acf77e8dfe_28)] [added: Proceedings](#ic5e280ddd1ef46fe9ace2a18e7a582b7_28)] | | | [removed: [32](#i606fff4ae087443bab91d2acf77e8dfe_28)] [added: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i606fff4ae087443bab91d2acf77e8dfe_31)] [added: Disclosures](#ic5e280ddd1ef46fe9ace2a18e7a582b7_31)] | | | [removed: [33](#i606fff4ae087443bab91d2acf77e8dfe_31)] [added: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i606fff4ae087443bab91d2acf77e8dfe_37)] [added: Securities](#ic5e280ddd1ef46fe9ace2a18e7a582b7_37)] | | | [removed: [34](#i606fff4ae087443bab91d2acf77e8dfe_37)] [added: [35](#ic5e280ddd1ef46fe9ace2a18e7a582b7_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i606fff4ae087443bab91d2acf77e8dfe_43)] [added: Operations](#ic5e280ddd1ef46fe9ace2a18e7a582b7_43)] | | | [removed: [37](#i606fff4ae087443bab91d2acf77e8dfe_43)] [added: [38](#ic5e280ddd1ef46fe9ace2a18e7a582b7_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i606fff4ae087443bab91d2acf77e8dfe_82)] [added: Risk](#ic5e280ddd1ef46fe9ace2a18e7a582b7_85)] | | | [removed: [62](#i606fff4ae087443bab91d2acf77e8dfe_82)] [added: [64](#ic5e280ddd1ef46fe9ace2a18e7a582b7_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i606fff4ae087443bab91d2acf77e8dfe_85)] [added: Data](#ic5e280ddd1ef46fe9ace2a18e7a582b7_88)] | | | [removed: [63](#i606fff4ae087443bab91d2acf77e8dfe_85)] [added: [65](#ic5e280ddd1ef46fe9ace2a18e7a582b7_88)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i606fff4ae087443bab91d2acf77e8dfe_256)] [added: Disclosure](#ic5e280ddd1ef46fe9ace2a18e7a582b7_229)] | | | [removed: [108](#i606fff4ae087443bab91d2acf77e8dfe_256)] [added: [111](#ic5e280ddd1ef46fe9ace2a18e7a582b7_229)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i606fff4ae087443bab91d2acf77e8dfe_259)] [added: Procedures](#ic5e280ddd1ef46fe9ace2a18e7a582b7_232)] | | | [removed: [108](#i606fff4ae087443bab91d2acf77e8dfe_259)] [added: [111](#ic5e280ddd1ef46fe9ace2a18e7a582b7_232)] | | |

| Item 9B. | | | [Other [removed: Information](#i606fff4ae087443bab91d2acf77e8dfe_262)] [added: Information](#ic5e280ddd1ef46fe9ace2a18e7a582b7_235)] | | | [removed: [108](#i606fff4ae087443bab91d2acf77e8dfe_262)] [added: [111](#ic5e280ddd1ef46fe9ace2a18e7a582b7_235)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i606fff4ae087443bab91d2acf77e8dfe_268)] [added: Governance](#ic5e280ddd1ef46fe9ace2a18e7a582b7_241)] | | | [removed: [109](#i606fff4ae087443bab91d2acf77e8dfe_268)] [added: [113](#ic5e280ddd1ef46fe9ace2a18e7a582b7_241)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i606fff4ae087443bab91d2acf77e8dfe_271)] [added: Compensation](#ic5e280ddd1ef46fe9ace2a18e7a582b7_244)] | | | [removed: [110](#i606fff4ae087443bab91d2acf77e8dfe_271)] [added: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_244)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i606fff4ae087443bab91d2acf77e8dfe_274)] [added: Matters](#ic5e280ddd1ef46fe9ace2a18e7a582b7_247)] | | | [removed: [110](#i606fff4ae087443bab91d2acf77e8dfe_274)] [added: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_247)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i606fff4ae087443bab91d2acf77e8dfe_277)] [added: Independence](#ic5e280ddd1ef46fe9ace2a18e7a582b7_250)] | | | [removed: [110](#i606fff4ae087443bab91d2acf77e8dfe_277)] [added: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_250)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i606fff4ae087443bab91d2acf77e8dfe_280)] [added: Services](#ic5e280ddd1ef46fe9ace2a18e7a582b7_253)] | | | [removed: [110](#i606fff4ae087443bab91d2acf77e8dfe_280)] [added: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_253)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i606fff4ae087443bab91d2acf77e8dfe_286)] [added: Schedules](#ic5e280ddd1ef46fe9ace2a18e7a582b7_259)] | | | [removed: [111](#i606fff4ae087443bab91d2acf77e8dfe_286)] [added: [115](#ic5e280ddd1ef46fe9ace2a18e7a582b7_259)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i606fff4ae087443bab91d2acf77e8dfe_292)] [added: Summary](#ic5e280ddd1ef46fe9ace2a18e7a582b7_265)] | | | [removed: [111](#i606fff4ae087443bab91d2acf77e8dfe_292)] [added: [115](#ic5e280ddd1ef46fe9ace2a18e7a582b7_265)] | | |

Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies; future financial results (by product type and [removed: geography) and subscriptions; the effectiveness of our efforts to successfully manage transitions to new markets; expectations for recurring revenue, net revenue retention rate, operating expenses, cash flow, remaining performance obligations, our subscription base,] [added: geography), operational] and [removed: other financial] [added: key metrics] and [removed: operational metrics;] [added: subscriptions;] the effects of global economic and political conditions, including the impact of economic volatility and geopolitical activities in certain [removed: countries;*] [added: countries such as the Russian invasion of Ukraine;*] *the impact of the coronavirus (COVID-19) pandemic on our business and results of operations; the impact of past and planned acquisitions and investment activities; expected market trends and market opportunities; our ability to successfully expand adoption of our products; our ability to gain market acceptance of new businesses and sales initiatives; cybersecurity and privacy issues or incidents; the effect of competition; the effect of unemployment; the availability of credit; the effects of revenue recognition; the effects of newly recently issued accounting standards; expected trends in certain financial metrics, including expenses; expectations regarding our cash needs and expenditures; the effects of fluctuations in exchange rates and our hedging activities on our financial results; the effect of laws and regulations that we are subject to; the timing and amount of purchases under our stock repurchase plan; and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results.

| [PART I](#ic5e280ddd1ef46fe9ace2a18e7a582b7_13) | | | | | | | | |

| [PART II](#ic5e280ddd1ef46fe9ace2a18e7a582b7_34) | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#ic5e280ddd1ef46fe9ace2a18e7a582b7_40) | | | [37](#ic5e280ddd1ef46fe9ace2a18e7a582b7_40) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#ic5e280ddd1ef46fe9ace2a18e7a582b7_2354) | | | [112](#ic5e280ddd1ef46fe9ace2a18e7a582b7_2354) | | |

| [PART III](#ic5e280ddd1ef46fe9ace2a18e7a582b7_238) | | | | | | | | |

| [PART IV](#ic5e280ddd1ef46fe9ace2a18e7a582b7_256) | | | | | | | | |

| | | | | | | | | |

| | | | [Signatures](#ic5e280ddd1ef46fe9ace2a18e7a582b7_271) | | | [118](#ic5e280ddd1ef46fe9ace2a18e7a582b7_271) | | |

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

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

| Item 6. | | | [Selected Financial Data](#i606fff4ae087443bab91d2acf77e8dfe_40) | | | [36](#i606fff4ae087443bab91d2acf77e8dfe_40) | | |

| [PART III](#i606fff4ae087443bab91d2acf77e8dfe_265) | | | | | | | | |

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

| | | | [Signatures](#i606fff4ae087443bab91d2acf77e8dfe_298) | | | [114](#i606fff4ae087443bab91d2acf77e8dfe_298) | | |

We lease approximately [removed: 2,100,000] [added: 1,830,000] square feet of office space in [removed: 100] [added: 101] locations in the United States and internationally through our foreign subsidiaries.

Our San Rafael facilities consist of approximately [removed: 162,000] [added: 116,000] square feet under leases that [removed: have expiration dates ranging from December 2021 to] [added: expire in] December 2024.

See [added: Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and] Note 9, “Leases,” in the Notes to Consolidated Financial Statements for more [removed: information about our lease commitments.][added: information.]

The COVID-19 pandemic has spurred changes in the way we work as we move to a more hybrid workforce resulting in an evaluation of our office space needs.

Accordingly, we are reducing the square footage of our facilities portfolio by approximately 20 percent worldwide and incurred impairments to assets associated with our operating leases for real estate in the fiscal year ended January 31, 2022, and expect to incur impairments over the next several quarters.

Our facilities are operating at capacities averaging 87% occupancy worldwide as of January 31, 2021.

As of January 31, [removed: 2021,] [added: 2022,] the number of common stockholders of record was [removed: 331.][added: 316.]

The following table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, [removed: 2021:][added: 2022:]

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

[removed: These] [added: Such] shares [removed: were] [added: will be] issued in [removed: a] private [removed: placement] [added: placements] exempt from the registration requirements of the Securities Act [removed: 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.

[removed: ][added: ]

(1)Assumes $100 invested on January 31, [removed: 2016,] [added: 2017,] in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S. Software Index, with reinvestment of all dividends.

| November 1 - November 30 | | | 0.3 | | | | | | $ | 279.82 | | | | | 0.3 | | | | | | 10.1 | | |

| December 1 - December 31 | | | 1.3 | | | | | | 272.30 | | | | | | 1.3 | | | | | | 8.8 | | |

| January 1 - January 31 | | | 0.7 | | | | | | 251.00 | | | | | | 0.7 | | | | | | 8.1 | | |

| Total | | | 2.3 | | | | | | $ | 267.22 | | | | | 2.3 | | | | | | | | |

In connection with acquisitions completed in the fourth fiscal quarter of 2022, we issued and entered into agreements to issue up to an estimated 52,000 shares of our common stock (based on the volume weighted average closing price of our common stock as of January 31, 2022) as part of the consideration for the acquisition, contingent upon the achievement of certain events expected in fiscal years 2023, 2024 and 2025.

The exact number of shares will be determined and issued following these events.

The issuance of shares of our common stock in these acquisitions will not be registered under the Securities Act of 1933, as amended (the "Securities Act").

| 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 | | | | | | | | |

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

The following selected consolidated financial data is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K to fully understand factors that may affect the comparability of the information presented below.

The financial data for the fiscal years ended January 31, 2021 and 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, 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, 2019, and the remaining financial data for the fiscal years ended January 31, 2018 and 2017, are derived from audited consolidated financial statements which are not included in this Form 10-K.

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

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

| | | | Fiscal Year Ended January 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 (1) | | | | | | 2019 (2) | | | | | | 2018 | | | | | | 2017 | | |

| | | | (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenue | | | $ | 3,790.4 | | | | | $ | 3,274.3 | | | | | $ | 2,569.8 | | | | | $ | 2,056.6 | | | | | $ | 2,031.0 | |

| Income (loss) from operations | | | 629.1 | | | | | | 343.0 | | | | | | (25.0) | | | | | | (509.1) | | | | | | (499.6) | | |

| Net income (loss) (3) | | | 1,208.2 | | | | | | 214.5 | | | | | | (80.8) | | | | | | (566.9) | | | | | | (582.1) | | |

| Cash flow from operations | | | $ | 1,437.2 | | | | | $ | 1,415.1 | | | | | $ | 377.1 | | | | | $ | 0.9 | | | | | $ | 169.7 | |

| Common stock data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic net income (loss) per share | | | $ | 5.51 | | | | | $ | 0.98 | | | | | $ | (0.37) | | | | | $ | (2.58) | | | | | $ | (2.61) | |

| Diluted net income (loss) per share | | | $ | 5.44 | | | | | $ | 0.96 | | | | | $ | (0.37) | | | | | $ | (2.58) | | | | | $ | (2.61) | |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 7,279.8 | | | | | $ | 6,179.3 | | | | | $ | 4,729.2 | | | | | $ | 4,113.6 | | | | | $ | 4,798.1 | |

| Long-term liabilities | | | 3,059.6 | | | | | | 3,099.2 | | | | | | 2,638.9 | | | | | | 2,246.4 | | | | | | 1,879.1 | | |

| Stockholders’ equity (deficit) | | | $ | 965.5 | | | | | $ | (139.1) | | | | | $ | (210.9) | | | | | $ | (256.0) | | | | | $ | 733.6 | |

____________________

(1)Reflects the impact of the adoption of a new accounting standard in fiscal year 2020, Accounting Standards Codification ("ASC") Topic 842.

Prior periods were not adjusted.

(2)Reflects the impact of the adoption of new accounting standards in fiscal year 2019 related to ASC Topic 606 and ASC Topic 340.

(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.

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

| [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Subscription | | | $ | [removed: 3,478.9] [added: 4,156.4] | | | | | $ | [removed: 2,751.9] [added: 3,478.9] | | | | | $ | [removed: 1,802.3] [added: 2,751.9] | |

| Maintenance | | | [removed: 183.3] [added: 76.3] | | | | | | [removed: 386.6] [added: 183.3] | | | | | | [removed: 635.1] [added: 386.6] | | |

| Total subscription and maintenance revenue | | | [removed: 3,662.2] [added: 4,232.7] | | | | | | [removed: 3,138.5] [added: 3,662.2] | | | | | | [removed: 2,437.4] [added: 3,138.5] | | |

| Other | | | [removed: 128.2] [added: 153.7] | | | | | | [removed: 135.8] [added: 128.2] | | | | | | [removed: 132.4] [added: 135.8] | | |

| Total net revenue | | | [removed: 3,790.4] [added: 4,386.4] | | | | | | [removed: 3,274.3] [added: 3,790.4] | | | | | | [removed: 2,569.8] [added: 3,274.3] | | |

| Cost of subscription and maintenance revenue | | | [removed: 242.1] [added: 299.1] | | | | | | [removed: 223.9] [added: 242.1] | | | | | | [removed: 216.0] [added: 223.9] | | |

| Cost of other revenue | | | [removed: 64.1] [added: 66.6] | | | | | | [removed: 66.5] [added: 64.1] | | | | | | [removed: 54.4] [added: 66.5] | | |

| Amortization of developed technologies | | | [removed: 30.9] [added: 52.8] | | | | | | [removed: 34.5] [added: 30.9] | | | | | | [removed: 15.5] [added: 34.5] | | |

| Total cost of revenue | | | [removed: 337.1] [added: 418.5] | | | | | | [removed: 324.9] [added: 337.1] | | | | | | [removed: 285.9] [added: 324.9] | | |

| Gross profit | | | [removed: 3,453.3] [added: 3,967.9] | | | | | | [removed: 2,949.4] [added: 3,453.3] | | | | | | [removed: 2,283.9] [added: 2,949.4] | | |

| Marketing and sales | | | [removed: 1,440.3] [added: 1,623.1] | | | | | | [removed: 1,310.3] [added: 1,440.3] | | | | | | [removed: 1,183.9] [added: 1,310.3] | | |

| Research and development | | | [removed: 932.5] [added: 1,114.8] | | | | | | [removed: 851.1] [added: 932.5] | | | | | | [removed: 725.0] [added: 851.1] | | |

| General and administrative | | | [removed: 413.9] [added: 571.7] | | | | | | [removed: 405.6] [added: 413.9] | | | | | | [removed: 340.1] [added: 405.6] | | |

| Amortization of purchased intangibles | | | [removed: 37.5] [added: 40.7] | | | | | | [removed: 38.9] [added: 37.5] | | | | | | [removed: 18.0] [added: 38.9] | | |

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

| Total operating expenses | | | [removed: 2,824.2] [added: 3,350.3] | | | | | | [removed: 2,606.4] [added: 2,824.2] | | | | | | [removed: 2,308.9] [added: 2,606.4] | | |

| Income [removed: (loss)] from operations | | | [removed: 629.1] [added: 617.6] | | | | | | [removed: 343.0] [added: 629.1] | | | | | | [removed: (25.0)] [added: 343.0] | | |

| Interest and other expense, net | | | [removed: (82.4)] [added: (52.9)] | | | | | | [removed: (48.2)] [added: (82.4)] | | | | | | [removed: (17.7)] [added: (48.2)] | | |

| Income [removed: (loss)] before income taxes | | | [removed: 546.7] [added: 564.7] | | | | | | [removed: 294.8] [added: 546.7] | | | | | | [removed: (42.7)] [added: 294.8] | | |

| [removed: Benefit (provision)] [added: (Provision) benefit] for income taxes | | | [removed: 661.5] [added: (67.7)] | | | | | | [removed: (80.3)] [added: 661.5] | | | | | | [removed: (38.1)] [added: (80.3)] | | |

| Net income [removed: (loss)] | | | $ | [removed: 1,208.2] [added: 497.0] | | | | | $ | [removed: 214.5] [added: 1,208.2] | | | | | $ | [removed: (80.8)] [added: 214.5] | |

| Basic net income [removed: (loss)] per share | | | $ | [removed: 5.51] [added: 2.26] | | | | | $ | [removed: 0.98] [added: 5.51] | | | | | $ | [removed: (0.37)] [added: 0.98] | |

| Diluted net income [removed: (loss)] per share | | | $ | [removed: 5.44] [added: 2.24] | | | | | $ | [removed: 0.96] [added: 5.44] | | | | | $ | [removed: (0.37)] [added: 0.96] | |

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

| Weighted average shares used in computing diluted net income [removed: (loss)] per share | | | [removed: 222.1] [added: 222.0] | | | | | | [removed: 222.5] [added: 222.1] | | | | | | [removed: 218.9] [added: 222.5] | | |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME (LOSS)][added: INCOME]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net [removed: (loss)] gain [added: (loss)] on derivative instruments (net of tax effect of [added: $(8.3),] $5.0, [removed: ($1.1),] and [removed: ($1.1))] [added: $(1.1))] | | | [removed: (32.5)] [added: 48.3] | | | | | | [removed: (6.6)] [added: (32.5)] | | | | | | [removed: 31.6] [added: (6.6)] | | |

| Change in net unrealized gain on available-for-sale securities (net of tax effect of [added: zero,] $0.1, [removed: ($0.4),] and [removed: $0.0)] [added: $(0.4))] | | | [removed: 1.7] [added: 11.8] | | | | | | [removed: 1.4] [added: 1.7] | | | | | | [removed: 2.0] [added: 1.4] | | |

| Change in defined benefit pension items (net of tax effect of [removed: ($0.3), $1.6,] [added: $(0.7), $(0.3),] and [removed: ($2.0))] [added: $1.6)] | | | [removed: 1.5] [added: 4.7] | | | | | | [removed: (6.5)] [added: 1.5] | | | | | | [removed: 13.0] [added: (6.5)] | | |

| Net change in cumulative foreign currency translation [removed: gain] (loss) [added: gain] (net of tax effect of [removed: ($0.6), $0.1,] [added: $0.3, $(0.6),] and [removed: $0.5)] [added: $0.1)] | | | [removed: 63.7] [added: (62.9)] | | | | | | [removed: (13.6)] [added: 63.7] | | | | | | [removed: (57.8)] [added: (13.6)] | | |

| Total other comprehensive income (loss) | | | [removed: 34.4] [added: 1.9] | | | | | | [removed: (25.3)] [added: 34.4] | | | | | | [removed: (11.2)] [added: (25.3)] | | |

| Total comprehensive income [removed: (loss)] | | | $ | [removed: 1,242.6] [added: 498.9] | | | | | $ | [removed: 189.2] [added: 1,242.6] | | | | | $ | [removed: (92.0)] [added: 189.2] | |

| | | | [added: | | |] January 31, [added: 2022 | | | | | | | | | | | | | | | | | | January 31,] 2021 | | | | | | [added: | | | | | | | | |] January 31, 2020 | | | [added: | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 1,772.2] [added: 1,528.4] | | | | | $ | [removed: 1,774.7] [added: 1,772.2] | |

| Marketable securities | | | [added: $ |] 85.0 | | | | | [added: $] | [removed: 69.0] [added: (81.0)] | | | [added: | | $ | 4.0 | | | | | | | | | | | | | |]

| Accounts receivable, net | | | [removed: 643.1] [added: 716.1] | | | | | | [removed: 652.3] [added: 643.1] | | |

| Prepaid expenses and other current assets | | | [removed: 198.9] [added: 283.6] | | | | | | [removed: 163.3] [added: 206.2] | | |

| Net income | | | $ | 497.0 | | | | | $ | 1,208.2 | | | | | $ | 214.5 | |

| Marketable securities | | | 235.7 | | | | | | 4.0 | | |

| Total current assets | | | 2,763.8 | | | | | | 2,625.5 | | |

| Long-term marketable securities | | | 45.4 | | | | | | — | | |

| Long-term other assets | | | 492.3 | | | | | | 375.9 | | |

| Total assets | | | $ | 8,606.8 | | | | | $ | 7,279.8 | |

| Net income | | | $ | 497.0 | | | | | $ | 1,208.2 | | | | | $ | 214.5 | |

| Lease-related asset impairments | | | 103.7 | | | | | | — | | | | | | — | | |

| Settlement of liability-classified restricted stock units | | | | | | | | | 2.7 | | | | | | | | | | | | — | | | | | | — | | | | | | 2.7 | | |

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

| Net income | | | | | | | | | | | | | | | | | | | | | — | | | | | | 497.0 | | | | | | 497.0 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | 1.9 | | | | | | — | | | | | | 1.9 | | |

| Repurchase and retirement of common stock | | | (4.0) | | | | | | (129.3) | | | | | | | | | | | | — | | | | | | (959.5) | | | | | | (1,088.8) | | |

| Balances, January 31, 2022 | | | 218.2 | | | | | | $ | 2,923.1 | | | | | | | | | | | $ | (124.0) | | | | | $ | (1,950.0) | | | | | $ | 849.1 | |

*Change in presentation and immaterial correction of an error*

Autodesk changed its presentation on the Consolidated Balance Sheet for intangible assets during the fiscal year ended January 31, 2022.

Accordingly, prior period amounts have been reclassified to conform to the current period presentation.

This presentation change did not impact “Total assets” on the Consolidated Balance Sheets and had no impact on the Company's Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, and Consolidated Statements of Cash Flows.

The effects of the change on the Consolidated Balance Sheet as of January 31, 2021, were as follows:

| | | | As Reported January 31, 2021 | | | | | | Effect of Change in Presentation | | | | | | As Adjusted January 31, 2021 | | |

| Intangible assets, net | | | $ | 88.6 | | | | | $ | 110.7 | | | | | $ | 199.3 | |

| Long-term other assets | | | 486.6 | | | | | | (110.7) | | | | | | 375.9 | | |

The Company also changed its presentation on the Consolidated Balance Sheets for investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans, including correcting the classification as current and non-current assets during fiscal year ended January 31, 2022.

Accordingly, prior period amounts have been reclassified to conform to the current period presentation.

These presentation and classification changes did not impact “Total assets” on the Consolidated Balance Sheets and had no impact on the Company's Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Consolidated Statement of Cash Flows.

The effects of the changes on the Consolidated Balance Sheet as of January 31, 2021, were as follows:

| | | | As Reported January 31, 2021 | | | | | | Effect of Changes in Presentation | | | | | | As Adjusted January 31, 2021 | | | | | | | | | | | | | | |

| Prepaid and other current assets | | | 198.9 | | | | | | 7.3 | | | | | | 206.2 | | | | | | | | | | | | | | |

| Total assets | | | 7,279.8 | | | | | | $ | — | | | | | 7,279.8 | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount that should be allocated based on the relative SSP of the various products and services.

Autodesk uses foreign currency contracts not designated as hedging

| | | | 2022 | | | | | | 2021 | | |

During the fiscal year ended January 31, 2022, Autodesk recorded impairment charges to computer equipment, software, furniture, and leasehold improvements related to certain vacated leased office facilities in connection with Autodesk’s move to a more hybrid workforce.

See Note 9, “ Leases” for further discussion.

| | | | 2022 | | | | | | 2021 | | |

Autodesk uses its incremental borrowing rate, if the Company’s leases do not provide an implicit rate, adjusted for

*Business Combinations*

Autodesk records the tangible and intangible assets acquired and liabilities assumed in a business combination based on their estimated fair values at the date of the respective acquisition, with the exception of contract assets and contract liabilities (i.e., deferred revenue) which are recognized and measured on the acquisition date in accordance with Autodesk’s “Revenue Recognition” policy in Note 1 “Business and Summary of Significant Accounting Policies”.

During the measurement period, which may be up to one year from the acquisition date, Autodesk may record adjustments to these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

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

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

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

| Fair value of equity awards assumed (See Note 6) | | | $ | — | | | | | $ | — | | | | | $ | 10.3 | |

| Balances, January 31, 2018 | | | 218.3 | | | | | | $ | 1,952.7 | | | | | | | | | | | $ | (123.8) | | | | | $ | (2,084.9) | | | | | $ | (256.0) | |

| Cumulative effect of adoption of accounting standards | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 177.5 | | | | | | 177.5 | | |

| Net loss | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (80.8) | | | | | | (80.8) | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | | | | | | | (11.2) | | | | | | — | | | | | | (11.2) | | |

| Repurchase and retirement of common stock | | | (2.2) | | | | | | (133.3) | | | | | | | | | | | | — | | | | | | (159.2) | | | | | | (292.5) | | |

____________________

See Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, subsection “Critical Accounting Policies and Estimates,” for details of the judgments made for SSP.

amount (discounted).

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.

Autodesk does not measure an allowance for credit losses on accrued interest receivables on available-for-sale debt securities separately.

Autodesk writes off accrued interest receivables by reversing interest income in the period deemed uncollectible in “Interest and other expense, net” on the Company’s Consolidated Statements of Operations.

remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets are remeasured based on historical exchange rates.

Allowances for uncollectible trade receivables and contract assets are subject to impairment using the expected credit loss model.

Allowances for expected credit losses are measured based upon the lifetime expected credit loss which is based on historical experience, the number of days that billings are past due, reasonable economic forecast, including revised forecast data for the current economic environment, customer payment behavior, credit reports, and other customer-specific information.

Amortization expense for developed technologies, customer relationships, trade names, patents, and user lists was $69.9 million in fiscal 2021, $73.7 million in fiscal 2020, and $33.5 million in fiscal 2019.

| Developed technologies, at cost | | | $ | 698.4 | | | | | $ | 647.1 | |

| Customer relationships, trade names, patents, and user lists, at cost (1) | | | 548.8 | | | | | | 532.2 | | |

| Other intangible assets, at cost (2) | | | 1,247.2 | | | | | | 1,179.3 | | |

| Less: accumulated amortization | | | (1,047.9) | | | | | | (972.2) | | |

The weighted average amortization period for developed technologies, customer relationships, trade names, patents, and user lists during fiscal 2021 was 4.74 years.

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

| 2022 | | | $ | 60.5 | |

| 2023 | | | 48.8 | | |

| 2024 | | | 30.5 | | |

| 2025 | | | 22.7 | | |

| 2026 | | | 18.9 | | |

| Thereafter | | | 17.9 | | |

| Total | | | $ | 199.3 | |

See Note 9, “Leases” for impairment of lease right-of-use assets.

The value of Autodesk’s goodwill could also be impacted by future adverse changes such as:

expected term of the award, and expected dividends.

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

In June 2016, FASB issued ASU No. 2016-13 regarding ASC Topic 326, “Financial Instruments - Credit Losses,” which requires the measurement and recognition of expected credit losses for certain financial instruments using forward-looking information to calculate credit loss estimates.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of January 31, [removed: 2021.][added: 2022.]

Our management assessed the effectiveness of our internal control over financial reporting as of January 31, [removed: 2021.][added: 2022.]

Our management has concluded that, as of January 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the three months ended January 31, [removed: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Storm UK Holdco Limited, the parent of Innovyze, Inc. (“Innovyze”), which we acquired March 31, 2021, as discussed in Note 6, “Acquisitions,” of the Notes to the Consolidated Financial Statements.

The exclusion represents internal control over financial reporting of approximately 1% of consolidated net revenue and less than 1% of consolidated total assets.

We have included the financial results of Innovyze in the consolidated financial statements from the date of acquisition.

PART III

Certain information required by Part III is omitted from this Annual Report because we intend to file a definitive proxy statement pursuant to Regulation 14A for our Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this Annual Report (the “Proxy Statement”) and certain information included therein is incorporated herein by reference.

Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Not Applicable.

PART III

Certain information required by Part III is omitted from this Annual Report because we intend to file a definitive proxy statement pursuant to Regulation 14A for our Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this Annual Report (the “Proxy Statement”) and certain information included therein is incorporated herein by reference.

Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

The following sets forth certain information as of March [removed: 19, 2021,] [added: 14, 2022,] regarding our executive officers.

| Andrew Anagnost | | | [removed: 56] [added: 57] | | | | | | President and Chief Executive Officer | | |

| Deborah L. Clifford | | | [removed: 46] [added: 47] | | | | | | EVP and Chief Financial Officer | | |

| Steve M. Blum | | | [removed: 56] [added: 57] | | | | | | Chief [removed: Revenue] [added: Operating] Officer | | |

| Pascal W. Di Fronzo | | | [removed: 56] [added: 57] | | | | | | EVP, Corporate Affairs, Chief Legal Officer & Secretary | | |

Ms. Clifford previously served as Chief Financial Officer of SVMK Inc. (“SurveyMonkey”), an online survey [removed: development] [added: software] company, since July 2019.

Blum joined Autodesk in January 2003 and has served as [added: Executive Vice President and] Chief [removed: Revenue] [added: Operating] Officer since [removed: August 2020.][added: November 1, 2022.]

Previously, Mr. Di Fronzo served in other business and [removed: legal capacities in our Legal Department.]

He previously served as Executive Vice President and Chief Revenue Officer from December 2020 through January 2022 and as Vice President and Chief Revenue Officer from August 2020 to December 2020.

Mr. Blum served as Executive Vice President, Worldwide Field Operations from December 2020 to November 2021 and as Senior Vice President, Worldwide Field Operations from September 2017 to December 2020.

Mr. Di Fronzo is expected to retire as of May 9, 2022.

legal capacities in our Legal Department.

He previously served as Senior Vice President, Worldwide Field Operations since September 2017.

[removed: *1.Financial] [added: 1.*Financial] Statements*: The information concerning Autodesk’s financial statements, and the Report of Ernst & Young LLP, Independent Registered Public Accounting Firm [added: (PCAOB ID: 42), San Francisco, California,] required by this Item is incorporated by reference herein to the section of this Report in Item 8, entitled “Financial Statements and Supplementary Data.”

[removed: *2.Financial] [added: 2.*Financial] Statement Schedule*: The following financial statement schedule of Autodesk, Inc., for the fiscal years ended January 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Autodesk, Inc.:

[removed: *3.Exhibits*:] [added: 3.*Exhibits*:] See Item 15(b) below.

| Description | | | Balance at Beginning of Fiscal Year | | | | | | Additions Charged to Costs and Expenses or Revenues | | | | | | [removed: Deductions and Write-Offs] [added: Deductions] | | | | | | Balance at End of Fiscal Year | | |

| Fiscal Year Ended January 31, [removed: 2019] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | |

| Partner program reserves (1) | | | $ | 64.0 | | | | | 623.0 | | | | | | 622.8 | | | | | | $ | 64.2 | |

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

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

| Restructuring and other facility exit costs | | | $ | 2.1 | | | | | 0.3 | | | | | | 2.4 | | | | | | $ | — | |

| Partner Program reserves (1) | | | $ | 36.5 | | | | | 294.7 | | | | | | 279.5 | | | | | | $ | 51.7 | |

| Restructuring and other facility exit costs | | | $ | 57.2 | | | | | 41.9 | | | | | | 97.0 | | | | | | $ | 2.1 | |

| 3.2 | | | [Amended and Restated Bylaws of [removed: Registrant](http://www.sec.gov/Archives/edgar/data/769397/000076939718000027/bylawsasamended-2018xjunex.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000119312520082595/d834537dex31.htm)] | | | | | | 8-K | | | 000-14338 | | | 3.1 | | | 3/23/2020 | | |

| [removed: 4.5] [added: 4.6] | | | [Description of Registrant's Capital Stock](https://www.sec.gov/Archives/edgar/data/769397/000076939720000013/ex46autodesk-descripti.htm) | | | | | | 10-K | | | 000-14338 | | | 4.6 | | | 3/19/2020 | | |

| 10.18* | | | [Form of Indemnification Agreement executed by the Registrant and each of its officers and [removed: director](http://www.sec.gov/Archives/edgar/data/769397/000119312505067261/dex108.htm)[s](http://www.sec.gov/Archives/edgar/data/769397/000119312505067261/dex108.htm)] [added: directors](http://www.sec.gov/Archives/edgar/data/769397/000119312505067261/dex108.htm)] | | | | | | 10-K | | | 000-14338 | | | 10.8 | | | 3/31/2005 | | |

| [removed: 10.19*] [added: 10.20*] | | | [Employment Agreement, dated as of June 19, 2017, by and between the Registrant and Andrew Anagnost](http://www.sec.gov/Archives/edgar/data/769397/000119312517207116/d372890dex101.htm) | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | 6/19/2017 | | |

| [removed: 10.21*] [added: 10.23*] | | | [Registrant's 2012 Employee Stock Plan Form of Retirement Restricted Stock Unit Agreement, as amended and restated](https://www.sec.gov/Archives/edgar/data/769397/000076939721000014/adsk01312021ex1021.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 000-14338] | | | [added: 10.21] | | | [added: 3/19/2021] | | |

| [removed: 10.22*] [added: 10.24*] | | | [Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as amended](http://www.sec.gov/Archives/edgar/data/769397/000119312504210314/dex101.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 10/31/2004 | | |

| [removed: 10.23] [added: 10.25] | | | [Fourth Amendment to Lease between Registrant and the J.H.S. Holdings L.P. for 111 McInnis Parkway, San Rafael, CA](http://www.sec.gov/Archives/edgar/data/769397/000119312510061070/dex1030.htm) | | | | | | 10-K | | | 000-14338 | | | 10.30 | | | 3/19/2010 | | |

| [removed: 10.24] [added: 10.26] | | | [Amended and Restated Credit Agreement, dated [removed: December 17, 2018,] [added: September 30, 2021,] by and [removed: among the Registrant,] [added: a](https://www.sec.gov/Archives/edgar/data/769397/000119312521290276/d223051dex101.htm)[mong Autodesk, Inc.,] the lenders from time to time party thereto and Citibank, [removed: N.A. as agent](http://www.sec.gov/Archives/edgar/data/769397/000076939718000055/ex101-amendedandrestatedcr.htm)] [added: N.A., as](https://www.sec.gov/Archives/edgar/data/769397/000119312521290276/d223051dex101.htm) [administrati](https://www.sec.gov/Archives/edgar/data/769397/000119312521290276/d223051dex101.htm)[ve agent, and the other partie](https://www.sec.gov/Archives/edgar/data/769397/000119312521290276/d223051dex101.htm)[s there](https://www.sec.gov/Archives/edgar/data/769397/000119312521290276/d223051dex101.htm)[to](https://www.sec.gov/Archives/edgar/data/769397/000119312521290276/d223051dex101.htm)] | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | [removed: 12/20/2018] [added: 10/4/2021] | | |

| 21.1 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939721000014/adsk01312021ex211.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939722000019/adsk01312022ex211.htm)] | | | X | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939721000014/adsk01312021ex231.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939722000019/adsk01312022ex231.htm)] | | | X | | | | | | | | | | | | | | |

| 24.1 | | | [Power of Attorney (contained in the signature page to this Annual [removed: Report](#i606fff4ae087443bab91d2acf77e8dfe_301) [on] [added: Report on] Form [removed: 10-K](#i606fff4ae087443bab91d2acf77e8dfe_301)[)](#i606fff4ae087443bab91d2acf77e8dfe_301)] [added: 10-K)](#ic5e280ddd1ef46fe9ace2a18e7a582b7_274)] | | | X | | | | | | | | | | | | | | |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939721000014/adsk01312021ex311.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939722000019/adsk01312022ex311.htm)] | | | X | | | | | | | | | | | | | | |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939721000014/adsk01312021ex312.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939722000019/adsk01312022ex312.htm)] | | | X | | | | | | | | | | | | | | |

| 32.1† | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/769397/000076939721000014/adsk01312021ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/769397/000076939722000019/adsk01312022ex321.htm)] | | | X | | | | | | | | | | | | | | |

| Dated: | | | March [removed: 19, 2021] [added: 14, 2022] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of March [removed: 19, 2021.][added: 14, 2022.]

| 4.5 | | | [Fifth Supplemental Indenture, dated October 7, 2021, by and between Autodesk, Inc. and U.S. Bank National Association, including Form of Note for Autodesk, Inc.’s 2.400% Notes due 2031](https://www.sec.gov/Archives/edgar/data/769397/000119312521294288/d221160dex41.htm) | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 10/7/2021 | | |

| 10.19 | | | [Form of Qualified Retirement Agreement under the Autodesk Amended and Restated Severance Plan and Summary Plan Description dated March 25, 2021](https://www.sec.gov/Archives/edgar/data/769397/000076939721000075/exh101formofqualifiedretir.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 9/1/2021 | | |

| 10.21* | | | [Deborah Clifford Offer Letter dated February 12, 2021](https://www.sec.gov/Archives/edgar/data/769397/000076939721000034/exh101cfoofferletterfinal.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 6/3/2021 | | |

| 10.22* | | | [Autodesk, Inc. Amended and Restated Severance Plan and Summary Plan Description dated March 25, 2021](https://www.sec.gov/Archives/edgar/data/769397/000076939721000017/exh991severanceplan.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.2 | | | 6/3/2021 | | |

| 10.20* | | | [Registrant’s Severance Plan dated August 27, 2018](http://www.sec.gov/Archives/edgar/data/769397/000076939718000043/ex991-autodeskseverancepla.htm) | | | | | | 8-K | | | 000-14338 | | | 99.1 | | | 8/30/2018 | | |

| 10.25 | | | [Term Loan Agreement, dated December 17, 2018, by and among the Registrant, the lenders from time to time party thereto and Citibank, N.A. as agent](http://www.sec.gov/Archives/edgar/data/769397/000076939718000055/ex102-termloanagreement.htm) | | | | | | 8-K | | | 000-14338 | | | 10.2 | | | 12/20/2018 | | |