Autodesk (ADSK) 10-K risk factor changes: FY2023 vs FY2022

- Our highly complex software, which may contain undetected errors, defects, or [removed: vulnerabilities.][added: vulnerabilities, and is subject to service disruptions, degradations, outages or other performance problems.]

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

The United States and other countries’ economies have experienced cyclical downturns, in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, decreased government spending, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, [added: inflationary pressures and higher interest rates,] bankruptcies, and overall uncertainty.

For example, [added: current geopolitical and global macro-economic challenges and] the coronavirus (COVID-19) pandemic [removed: has] [added: have] caused [removed: additional] uncertainty in the global economy, and an economic downturn or recession in the United States or in other countries may occur or has already occurred and may continue.

The extent to which [removed: COVID-19] [added: these challenges] will impact our financial condition or results of operations is still uncertain and will continue to depend on developments such as the impact [added: of these challenges] on our customers, vendors, distributors, and resellers, such as the supply chain disruption and resulting inflationary pressures and global labor shortage that we have seen recently, as well as other [removed: factors, including] [added: factors;] the [removed: full duration] [added: ebb] and [removed: the extent] [added: flow] of [removed: the pandemic,] [added: COVID-19,] including [added: in specific geographies and] as a result of outbreaks and variants; actions taken by governments, businesses, and consumers in response to [removed: the pandemic;] [added: these challenges;] speed and timing of economic recovery, including in specific geographies; [removed: 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; [added: the war in Ukraine; foreign exchange rate fluctuations;] and [added: the] effect of [removed: the pandemic] [added: these challenges] on margins and cash flow.

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: 2022.][added: 2022 and the first fiscal quarter in fiscal 2023.]

International net revenue represented [removed: 67% and] 66% [added: and 67%] of our net revenue for fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

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

The escalation of protectionist or retaliatory trade measures in either the United States or any other countries in which we do business, such as 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 [removed: business.][added: business, and could have a material adverse effect on our operations and business outlook.]

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

During [removed: both] fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented [added: 28% and] 29% of our total net [removed: revenue.][added: revenue, respectively.]

As part of our effort to accommodate our customers’ needs and demands and the rapid evolution of technology, from time to time we evolve our business and sales initiatives, such as [added: shifting to annual billing of multi-year contracts,] realigning our development and marketing organizations, offering software as a service, and realigning our internal resources in an effort to improve efficiency.

[removed: Market acceptance of any new business or sales] initiative is dependent on our ability to match our customers’ needs at the right time and price.

[removed: Potential government regulation in the space of AI ethics may also] increase the burden and cost of research and development in this area, subjecting us to brand or reputational harm, competitive harm, or legal liability.

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, [added: our and our customers’ information.]

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 [removed: Ukraine.][added: Ukraine as we and our third-party technology providers and vendors are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Russian actors against U.S.-based companies.]

If any of the foregoing security incidents were to occur or to be perceived to have occurred, our reputation may suffer, our competitive position may be diminished, customers [added: (including government customers)] may stop paying for our solutions and services, we could be required to expend significant capital and other resources to evaluate and alleviate the security incident and to try to prevent further or additional incidents, and we could face regulatory inquiry, lawsuits, and potential liability.

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

[removed: users,] [added: 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.

Inability of such third parties to satisfy our requirements could disrupt our operations or make it more difficult for us to implement our [removed: strategy.]

[added: Unsuccessful implementation of hardware or software updates and improvements] could result in disruption in our business operations, loss of customers, loss of revenue, errors in our accounting and financial reporting, or damage to our reputation, all of which could harm our business.

*Our software [removed: is] [added: solutions are] highly complex and may contain undetected errors, defects, or vulnerabilities, [added: and are subject to service disruptions, degradations, outages or other performance problems,] each of which could harm our business and financial performance.*

Any errors, defects, [added: vulnerabilities, service disruptions, degradations, outages] or [removed: vulnerabilities] [added: other performance problems] could result in the need for corrective releases to our software solutions, damage to our reputation, [added: damage to our customers’ businesses,] loss of revenue, an increase in subscription cancellations, or lack of market acceptance of our offerings, any of which would likely harm our business and financial [removed: performance.][added: performance]

For [added: both] fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] approximately 65% [removed: and 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.

We rely significantly upon major distributors and resellers in both the U.S. and international [removed: regions, including the distributors Tech Data and Ingram Micro.][added: regions.]

[added: Of our distributors,] Tech Data accounted for [removed: 36% and] 37% [added: and 36%] of our total net revenue for fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, and Ingram Micro accounted for 9% [removed: and 10%] of our total net revenue for [added: both] fiscal [removed: 2022] [added: 2023] and [removed: 2021, respectively.][added: 2022.]

[removed: Should any of our agreements with Tech Data or Ingram Micro be terminated,] [added: During the transition period,] we believe the resellers and end users who currently purchase our products through Tech Data [removed: or] [added: and] Ingram Micro [removed: would] [added: will] be able to continue to do [removed: so under substantially] [added: so, and following] the [removed: same terms] [added: transition period, we believe such resellers and end users will be able to continue to purchase our products] from [added: our value-added resellers, our agents or from] one of our many other distributors [added: or directly from Autodesk, in each case under substantially the same terms and] without substantial disruption to our revenue.

[removed: However, if either distributor] were to experience a significant business disruption or if our relationship with either were to significantly deteriorate, it is possible that our ability to sell to end users would, at least temporarily, be negatively impacted.

Over time, we have modified and [added: especially during the transition process noted above, we] will continue to modify aspects of our relationship with our distributors and resellers, such as their incentive programs, pricing to them, and our distribution model to motivate and reward them for aligning their businesses with our strategy and business objectives.

[added: 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.

Our business strategy has historically depended in part on our relationships with third-party developers who provide products that expand the [removed: functionality of our design software.]

[added: The scope of these laws and regulations is rapidly] evolving, subject to differing interpretations, may be inconsistent among jurisdictions, or conflict with other rules and is likely to remain uncertain for the foreseeable future.

In addition, new and emerging state laws in the United States governing privacy, data protection, and information security, such as the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act (“VCDPA”), [removed: and] the Colorado Privacy Act [removed: (“CPA”)] [added: (“CPA”), the Utah Consumer Privacy Act (“UCPA”), and Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring (“CTDPA”)] have been enacted.

[removed: If we elect] [added: We may, in addition] to [removed: rely on the new SCCs for personal data transfers, we may] [added: other impacts,] be required to expend significant time and resources to update our contractual arrangements and to comply with new [removed: obligations.][added: obligations, and we face exposure to regulatory actions, substantial fines and injunctions in connection with transfers of personal data from the EU.]

On February 2, 2022, the UK’s Information Commissioner’s Office issued new standard contractual clauses to support personal data transfers out of the UK (“UK [removed: SCCs”).][added: SCCs”), which became effective March 21, 2022.]

[removed: If approved by the UK Parliament, the UK SCCs will become effective March 21, 2022, and we] [added: We] may, in addition to other impacts, experience additional costs associated with increased compliance burdens and be required to engage in new contract negotiations with third parties that aid in processing personal data on our behalf or localize certain personal data.

[removed: In] [added: For example, in] 2021, China introduced localization requirements for certain data.

If this trend continues, and countries implement more restrictive regulations for cross-border personal data transfers (or do not permit personal data to leave the country of origin), [added: it could affect the manner in which we provide] our [added: services, the geographical location or segregation of our relevant systems and operations, and our] business, financial condition, and results of operations in those jurisdictions could be impacted.

In addition, the new state laws – the CPRA and the VCDPA – that [removed: become] [added: became] effective on January 1, 2023, [removed: and] the CPA [added: and CTDPA] that [removed: becomes] [added: become] effective on July 1, 2023, [added: and the UCPA that becomes effective on December 31, 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 rights.

The CPRA also [removed: creates] [added: created] a new agency to implement and enforce the law.

It is uncertain whether these strategies,

In addition, certain foreign governments, including the Chinese government, have instituted or considered imposing trade sanctions on certain U.S.-manufactured goods.

- shift to named-user plans and annual billing of multi-year contracts;

Market acceptance of any new business or sales

Potential government regulation in the space of AI ethics may also

We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be

strategy.

In addition, we have experienced, and may in the future experience, service disruptions, degradations, outages, and other performance problems in connection with our software solutions.

During October and November 2022, we entered into transition agreements with each of Tech Data and Ingram Micro to provide transition distribution activities for a one-to-two-year period, with potential extensions.

In connection with such transition agreements, we intend to increase our selling efforts with value-added resellers and agents.

However, if during the transition period, Tech Data or Ingram Micro

Also, if any of our assumptions about our end users, value added resellers, distributors, or agents or our direct selling capabilities proves incorrect, these changes could harm our business.

functionality of our design software.

Further, several European data protection authorities recently indicated that the use of Google Analytics by European website operators involves the unlawful transfer of personal data to the United States.

As the enforcement landscape further develops, and depending on the impacts of these rulings and other developments with respect to cross-border data transfer, we could suffer additional costs, complaints and/or regulatory investigations or fines, have to stop using certain tools and vendors, and make other operational changes.

Furthermore, from time to time we may introduce or

Signed into law on August 16, 2022, the Inflation Reduction Act contains many provisions that may impact Autodesk, including the adjusted book minimum tax and excise tax on stock buybacks.

We are assessing these impacts on our consolidated financial statements.

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

We are continuing to conduct business during the COVID-19 pandemic with substantial modifications to employee travel and work locations, as well as virtualization, postponement, or cancellation of certain sales and marketing events, among other changes.

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

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 stockholders, including in response to outbreaks and variants.

The extent of the impact of any such modifications on our business, including the effects on our customers and prospects, and on our financial results, remains uncertain.

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

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

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.

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

our and our customers’ information.

Some open source software licenses require end-

Unsuccessful implementation of hardware or software updates and improvements

Consequently, we believe our business is not substantially dependent on either Tech Data or Ingram Micro.

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 July 2021, Platinum Equity, a global investment firm, acquired Ingram Micro from HNA Technology Co., Ltd. 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.

While we have internal processes to

The scope of these laws and regulations is rapidly

If we are unable to implement a valid mechanism for personal data transfers from the EU, we will face increased exposure to regulatory actions, substantial fines and injunctions against processing personal data from the EU.

For example, in 2015, Russia introduced data localization laws.

Additionally, in addition to government activity, privacy advocacy

Furthermore,

not subject to the same disclosure regulations as U.S. publicly traded companies and, as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies.

The failure of our systems or hosted computer

reserves, allowances for credit losses, asset retirement obligations, legal contingencies, and operating lease liabilities.

Our strategy is to build enduring [removed: relationships with customers,] [added: customer relationships,] delivering innovative technology that provides valuable automation and insight into their design and make [removed: process.][added: processes.]

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

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

Our subscription plans [removed: currently] represent a hybrid of desktop software and cloud functionality, which provides a device-independent, collaborative design workflow for designers and their stakeholders.

Our cloud offerings, for example, BIM 360, [added: Autodesk Build,] 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 [removed: re-imagining] [added: digital transformation in] Architecture, Engineering, and Construction (“AEC”), we are strengthening [removed: the foundation of] our AEC [removed: solutions] [added: solutions’ foundation] with both organic and inorganic investments.

We continue to attract [removed: both] global manufacturing leaders and disruptive startups with our generative design and cloud-based Fusion 360 that converges the [removed: process of] design [added: process] with manufacturing.

We [removed: currently] anticipate that we will continue to acquire products, technology, and businesses as compelling opportunities become available.

Our indirect channels include value added resellers, direct market resellers, distributors, [removed: computer manufacturers,] and other software developers.

Our direct channels include internal sales resources [removed: dedicated to] [added: focused on] selling in our largest accounts, our highly specialized solutions, and business transacted through our online Autodesk branded store.

See [added: Part II, Item 8,] 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: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

[removed: However, we] [added: We] expect our indirect channel will continue to transact and support [removed: the majority] [added: a considerable portion] of our [removed: customers and revenue.][added: customers.]

One of our key strategies is to maintain an [removed: open-architecture design] [added: API based architecture] of our software products to facilitate third-party development of complementary products and industry-specific software solutions.

[removed: For example, we have established the Autodesk Forge developer 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 [removed: used as well as support ideas that push the boundaries of 3D printing.][added: used.]

This network of partners and relationships provides us with a broad and deep reach into volume markets [removed: around the world.][added: worldwide.]

[added: 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.

We realize these opportunities [removed: in our business] through [added: powering] our [added: business with] 100% renewable [removed: and net-zero] [added: energy, neutralizing] greenhouse gas [removed: operations] [added: emissions] and [added: developing an] inclusive culture.

We advance these opportunities with industry innovators through collaboration, [removed: grants,] [added: philanthropic capital,] software donations, and training.

The purpose of the Foundation is twofold: to support employees to make a better world by matching employees’ volunteer time and/or donations to nonprofit organizations; and to support organizations [removed: and individuals] using design to drive positive social and environmental impact.

Additional information about our environmental, social, and governance program [removed: are] [added: is] available in our annual impact report on our website at www.autodesk.com.

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

Our significant accounting policies are described in Part II, Item 8, [added: “Financial Statements and Supplementary Data,”] Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements.

[removed: An] accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements.

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

*Business Combinations.* The assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values at the acquisition 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 [added: Part II, Item 8, “Financial Statements and Supplementary Data,”] Note 1 “Business and Summary of Significant Accounting Policies”.

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

As described in Part I, Item 3, “Legal Proceedings” and Part II, Item 8, [added: “Financial Statements and Supplementary Data,] Note [removed: 10,] [added: 11,] “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements, we are periodically involved in various legal claims and proceedings.

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

See Part II, Item 8, [added: “Financial Statements and Supplementary Data,”] Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition.

OVERVIEW OF FISCAL [removed: 2022][added: 2023]

- Total net revenue was [removed: $4.39] [added: $5.01] billion during fiscal [removed: 2022,] [added: 2023,] an increase of [removed: 16%] [added: 14%] compared to the prior fiscal year.

- Net revenue retention rate (“NR3”) was within the range of 100% and 110% as of both January 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

- Deferred revenue was [removed: $3.79] [added: $4.58] billion, an increase of [removed: 13%] [added: 21%] compared to the prior fiscal year.

- Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was [removed: $4.74] [added: $5.62] billion, an increase of [removed: 12%] [added: 19%] compared to the fourth quarter in the prior fiscal year.

- Current remaining performance obligations were [removed: $3.14] [added: $3.52] billion, an increase of [removed: 15%] [added: 12%] compared to the prior fiscal year.

During fiscal [removed: 2022,] [added: 2023,] net revenue increased [removed: 16%,] [added: 14%,] as compared to the prior fiscal year, primarily due to a [removed: 19%] [added: 15%] increase in subscription revenue, partially offset by a [removed: 58%] [added: 14%] decrease in maintenance revenue.

Total sales to Tech Data accounted for [added: 37%,] 36%, [removed: 37%] and [removed: 35%] [added: 37%] of Autodesk’s total net revenue during fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Ingram Micro accounted for [removed: 9% of Autodesk's total net revenue during fiscal 2022] [added: 9%, 9%,] and 10% of Autodesk's total net revenue during [removed: both] fiscal [removed: 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021, respectively.]

Please refer to the “Glossary of Terms” for the definitions of these metrics in Part I, Item [removed: 1 Business.][added: 1, “Business”.]

The following table outlines our recurring revenue metric for the fiscal years ended January 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020:][added: 2021:]

To drive the execution of our strategy, we are focused on three strategic priorities: deliver a world-class customer experience, catalyze our customers’ digital transformation, and establish an industry-leading platform for Design and Make.

In fiscal 2023, we acquired a cloud-connected, extended reality (XR) platform enabling AEC professionals to present, collaborate and review projects in immersive and interactive experiences, from anywhere and at any time.

This acquisition enables Autodesk to meet increasing needs for augmented reality (AR) and virtual reality (VR) technology advancements within the AEC industry and further support AEC customers throughout the project delivery lifecycle.

Additionally, in fiscal 2022, we launched Autodesk Tandem, a cloud-based digital twin technology platform that extends digital project delivery by providing owner/operators with an easy to use, accurate, digital as-built model of a newly built or renovated facility.

For owner/operators, this accelerates operational readiness and extends the value of BIM downstream into the owner/operator segment.

In the first fiscal quarter of 2023, we acquired a maker of software for optimizing manufacturing processes with automation and digitization from the shop floor upward that provides a real-time system of record for data collection, management, and analysis.

We entered into transition agreements with each of our distributors Tech Data and Ingram Micro to provide transition distribution activities for a one-to-two-year period, with potential extensions.

In connection with the transition agreements, Autodesk intends to increase its selling efforts with value-added resellers and agents.

Additionally, as part of the continued growth of our online Autodesk branded store and the transition to annual billings for multi-year contracts and our new token-based Flex model, we are planning to expand our transactions with value-added resellers and transact directly with more end customers without substantial disruption to our revenue.

We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections.

For example, we have established the Autodesk Platform Services to support

An

For our quarterly impairment assessment of privately held debt and equity securities, the analysis encompasses an assessment of the severity and duration of the impairment and qualitative and quantitative analysis of other key factors

- Recurring revenue as a percentage of net revenue was 98% for both fiscal years ending January 31, 2023 and 2022.

We entered into transition agreements with each of our distributors Tech Data and Ingram Micro to provide transition distribution activities for a one-to-two-year period, with potential extensions.

In connection with the transition agreements, Autodesk intends to increase our selling efforts with value-added resellers and agents.

| Recurring Revenue *(in millions)* (1) (2) | | | $ | 4,907 | | | | | $ | 612 | | | | | 14 | | % | | | | $ | 4,295 | | | | | $ | 564 | | | | | 15 | | % | | | | $ | 3,731 | |

(2) The prior period amount has been adjusted to conform to current period presentation for a change in presentation of certain subscription plan offerings.

See Part II, Item 8, “Financial Statements and Supplementary Data,” Note 1, “Business and Summary of Significant Accounting Policies” for further detail.

| Deferred revenue | | | $ | 4,580 | | | | | $ | 3,790 | |

| RPO | | | $ | 5,623 | | | | | $ | 4,739 | |

| Current RPO | | | | | | | | | | | | | | | | | | | | | $ | 3,518 | | | | | $ | 3,141 | |

| RPO | | | | | | | | | | | | | | | | | | | | | $ | 5,623 | | | | | $ | 4,739 | |

*Overview*

We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections.

The extent of the impact of these risks on our business in fiscal 2024 and beyond will depend on several factors, some of which are out of our control.

Accordingly, we reduced our facilities portfolio worldwide and incurred charges associated with our operating leases for real estate during the fiscal years ended January 31, 2023 and 2022.

| Maintenance | | | 65 | | | | | | (11) | | | | | | (14) | | % | | | | 76 | | | | | | | | |

| Other | | | 289 | | | | | | 39 | | | | | | 16 | | % | | | | 250 | | | | | | | | |

| | | | $ | 5,005 | | | | | $ | 619 | | | | | 14 | | % | | | | $ | 4,386 | | | | | | | |

| Maintenance | | | 76 | | | | | | (107) | | | | | | (58) | | % | 183 | | | | | | | | |

| Other | | | 250 | | | | | | 24 | | | | | | 11 | | % | 226 | | | | | | | | |

| | | | $ | 4,386 | | | | | $ | 596 | | | | | 16 | | % | $ | 3,790 | | | | | | | |

(1) Prior periods amounts have been reclassified to conform to the current period presentation in all material respects.

See Part II, Item 8, “Financial Statements and Supplementary Data,” Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements for the change in presentation of certain subscription plan offerings in our Consolidated Statement of Operations.

| Other | | | 71 | | | | | | 33 | | | | | | 87 | | % | | | | 38 | | | | | | | | |

| | | | $ | 5,005 | | | | | $ | 619 | | | | | 14 | | % | | | | $ | 4,386 | | | | | | | |

| Other | | | 38 | | | | | | 14 | | | | | | 58 | | % | | | | 24 | | | | | | | | |

| | | | $ | 4,386 | | | | | $ | 596 | | | | | 16 | | % | | | | $ | 3,790 | | | | | | | |

(1) During the fiscal year ended January 31, 2023, we corrected an immaterial classification error and reclassified certain revenue amounts between Architecture, Engineering and Construction and AutoCAD and AutoCAD LT.

To drive execution of our strategy, we are focused on three strategic priorities: delivering on the promise of subscription, digitizing the company, and reimagining construction, manufacturing, and production.

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

urban designers, and real estate developers make faster and more informed early-stage design decisions which can help maximize the long-term sustainability and return from property investments.

Other acquisitions in fiscal 2021 included solutions that use artificial intelligence and machine learning to extract and process data from project plans and specifications allowing general contractors, subcontractors, and owners to automate workflows such as submittals and project closeout.

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

In addition, we have a worldwide user group organization and we have created online user communities dedicated to the exchange of information related to the use of our products.

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

amount recorded.

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

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

| Recurring Revenue *(in millions)* (1) | | | $4,232.7 | | | | | | $ | 570.5 | | | | | 16 | | % | | | | $ | 3,662.2 | | | | | $ | 523.7 | | | | | 17 | | % | | | | $ | 3,138.5 | |

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

| Deferred revenue | | | $ | 3,789.8 | | | | | $ | 3,360.2 | |

| RPO | | | $ | 4,739.0 | | | | | $ | 4,240.7 | |

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

| Current RPO | | | | | | | | | | | | | | | | | | | | | $ | 3,140.5 | | | | | $ | 2,738.0 | |

| RPO | | | | | | | | | | | | | | | | | | | | | $ | 4,739.0 | | | | | $ | 4,240.7 | |

*Impacts of COVID-19 to Autodesk’s Business*

We are continuing to conduct business during the COVID-19 pandemic with substantial modifications to employee travel, employee work locations, and virtualization, postponement or cancellation of certain sales and marketing events, among other modifications.

We will continue to invest in critical areas such as research and development, construction, and digitizing the company to ensure our future success as we come out of the pandemic.

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

While government authorities in some geographies are removing or adding COVID-19 related business operations restrictions, we continue to actively monitor the situation and may take further actions that 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 stockholders, including in response to outbreaks and variants.

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.

The extent of the impact on our business in fiscal 2023 and beyond will depend on several factors, including the full duration and the extent of the 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 recovery, including in specific geographies; speed of continued 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.

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

| 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 | | | | | | | | |

| Other | | | 128.2 | | | | | | (7.6) | | | | | | (6) | | % | 135.8 | | | | | | | | |

| | | | $ | 3,790.4 | | | | | $ | 516.1 | | | | | 16 | | % | $ | 3,274.3 | | | | | | | |

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

| Other | | | 24.4 | | | | | | 0.7 | | | | | | 3 | | % | | | | 23.7 | | | | | | | | |

| | | | $ | 3,790.4 | | | | | $ | 516.1 | | | | | 16 | | % | | | | $ | 3,274.3 | | | | | | | |

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

| U.S. | | | $ | 1,456.5 | | | | | $ | 174.7 | | | | | 14 | | % | | | | * | | | | | | $ | 1,281.8 | | | | | $ | 172.9 | | | | | 16 | | % | | | | * | | | | | | $ | 1,108.9 | |

| Other Americas | | | 308.6 | | | | | | 48.0 | | | | | | 18 | | % | | | | * | | | | | | 260.6 | | | | | | 33.7 | | | | | | 15 | | % | | | | * | | | | | | 226.9 | | |

| Total Americas | | | 1,765.1 | | | | | | 222.7 | | | | | | 14 | | % | | | | 14 | | % | | | | 1,542.4 | | | | | | 206.6 | | | | | | 15 | | % | | | | 16 | | % | | | | 1,335.8 | | |

| EMEA | | | 1,700.4 | | | | | | 227.8 | | | | | | 15 | | % | | | | 12 | | % | | | | 1,472.6 | | | | | | 169.1 | | | | | | 13 | | % | | | | 15 | | % | | | | 1,303.5 | | |

| APAC | | | 920.9 | | | | | | 145.5 | | | | | | 19 | | % | | | | 17 | | % | | | | 775.4 | | | | | | 140.4 | | | | | | 22 | | % | | | | 22 | | % | | | | 635.0 | | |

As of January 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 months.

Contracts were primarily denominated in euros, Japanese yen, British pounds, [added: Indian rupees,] Canadian dollars, Australian dollars, Singapore dollars, Swiss francs, Swedish krona, and Czech koruna.

| | | | January 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | January 31, [removed: 2021] [added: 2022] | | | | | | | | |

A sensitivity analysis performed on our hedging portfolio as of January 31, [removed: 2022,] [added: 2023,] indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] would increase the fair value of our foreign currency contracts by [removed: $217.8] [added: $149] million and [removed: $118.6] [added: $218] million, respectively.

A hypothetical 10% depreciation of the dollar from its value at January 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] would decrease the fair value of our foreign currency contracts by [removed: $138.1] [added: $191] million and [removed: $149.2] [added: $138] million, respectively.

At January 31, [removed: 2022,] [added: 2023,] we had [removed: $708.2 million] [added: $1.19 billion] of cash equivalents and marketable securities, including [removed: $235.7] [added: $125] million classified as short-term marketable [added: securities and $102 million classified as long-term marketable] securities.

| Purchased | | | $ | 711 | | | | | $ | 13 | | | | | $ | 852 | | | | | $ | (10) | |

| Sold | | | 1,755 | | | | | | (11) | | | | | | 1,612 | | | | | | 7 | | |

| Purchased | | | 904 | | | | | | 5 | | | | | | 1,273 | | | | | | 18 | | |

| Sold | | | 974 | | | | | | (23) | | | | | | 1,322 | | | | | | (8) | | |

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

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

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

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

We [removed: serve customers] [added: are a global leader] in [added: 3D design, engineering and entertainment technology solutions, spanning] architecture, engineering, [removed: and construction;] [added: construction,] product [removed: design and manufacturing; and digital media] [added: design, manufacturing, media,] and [removed: entertainment industries.][added: entertainment.]

Our professional software products are sold [removed: globally, both directly to customers and] [added: globally] through a [removed: network] [added: combination] of [removed: resellers] [added: indirect] and [removed: distributors.][added: direct channels.]

A summary of our revenue by geographic area and product family is found in [added: Part II, Item 8,] Note 2, “Revenue Recognition,” in the Notes to Consolidated Financial Statements.

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 [removed: on-premises] [added: on-premise] products to subscriptions and cloud-enabled technologies.

Subscription plan offerings are designed to give our customers increased flexibility with how they use our products and service offerings and to attract a broader range of customers such as [removed: project-based users and small businesses.][added: project-]

The majority of our research and product development is performed in the United States, China, [removed: Singapore,] Canada, [added: India, Singapore,] and the United Kingdom.

We generally localize and translate our products into German, French, Italian, Spanish, [removed: Russian,] Japanese, Korean, and simplified and traditional Chinese.

We believe that our ability to conduct research and development at various locations throughout the world allows us to [added: tap into a diverse global talent pool,] optimize [removed: product development, lower] costs, and integrate local market knowledge into our development activities.

We continually assess [removed: the significant costs and] [added: costs, hiring] challenges, [removed: including] [added: and] intellectual property protection, against the benefits of our international development activities.

We sell our products and services globally, [removed: primarily] through [removed: indirect channels consisting] [added: a combination] of [removed: distributors] [added: indirect] and [removed: resellers.][added: direct channels.]

We also transact directly with our enterprise and named account [removed: customers] [added: customers,] and with customers through our online Autodesk branded store.

For fiscal [removed: 2022,] [added: 2023,] approximately 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: 36%,] 37%, [added: 36%,] and [removed: 35%] [added: 37%] of our net revenue for the fiscal years ended January 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Ingram Micro Inc. (“Ingram Micro”), our second-largest distributor, accounted for [removed: 9% of Autodesk's total net revenue for fiscal year ended January 31, 2022] [added: 9%, 9%,] and 10% of [added: Autodesk's] total net revenue for [added: the] fiscal years ended January 31, [removed: 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021, respectively.]

This seasonality may also affect the relative value of our billings, [removed: RPO,] [added: Remaining Performance Obligations (“RPO”),] and collections in the fourth and first fiscal quarters.

We realize these opportunities in our business through [added: neutralizing] our [removed: 100% renewable and net-zero] greenhouse gas [added: emissions, powering our] operations [added: with 100% renewable energy] and [added: promoting an] inclusive culture.

We offer free educational licenses of Autodesk’s [added: complete portfolio of] professional software to [added: verified] students, educators, and accredited educational institutions worldwide.

Our intention is to make Autodesk software [removed: ubiquitous and] the [removed: design and making software of] [added: preferred] choice for those poised to become the next generation of [removed: professional users.][added: design, engineering, and construction professionals.]

In fiscal year 2022, we deployed a new sustainability financing framework to accelerate new and existing efforts in these [removed: areas.][added: areas, including issuing a $1 billion sustainability bond to support eligible projects and initiatives.]

[removed: In] [added: Additionally, in] fiscal [removed: year 2021,] [added: 2022,] we [removed: attained our ongoing commitment to being net-zero emissions, and before carbon offsets,] were responsible for [removed: 126,000] [added: 103,000] metric tons of carbon dioxide equivalent [added: emissions] across our operational, market-based, boundary.

This represents a [removed: 45%] [added: 55%] reduction compared to our fiscal year 2020 base line.

More information about our sustainability [added: financing and] commitment can be found in our annual [removed: impact reports,] [added: Impact Reports,] which we have published on our website since 2008.

Our fiscal [removed: 2022 impact report] [added: 2023 Impact Report] will be published in the second quarter of fiscal [removed: 2023.][added: 2024.]

The purpose of the Foundation is twofold: to support employees to create a better world at work, at home, and in the community by matching employees’ volunteer time and/or donations to nonprofit organizations; and to support organizations [removed: and individuals] using design to drive positive social and environmental impact.

In the latter case, we use [removed: grant funding,] [added: philanthropic capital,] software donations, and training to accomplish this goal, selecting the most impactful and innovative organizations around the world, thus leading to a better future for our planet.

One of our key strategies is to maintain an [removed: open-architecture design] [added: Application Programming Interface (“API”) based architecture] of our software products to facilitate third-party development of complementary products and industry-specific software solutions.

For example, we created [removed: a web services platform,] Autodesk [removed: Forge,] [added: Platform Services] which includes web services that enable software developers to rapidly develop the next generation of applications and experiences that will power the future of making things.

[removed: Forge] [added: Autodesk Platform Services] facilitates the development of a single connected ecosystem for integrating Autodesk applications with other enterprise, web, and mobile solutions.

Our primary global competitors include Adobe Systems Incorporated, [removed: AVEVA Group plc,] Bentley Systems, Inc., Dassault Systèmes S.A. and its subsidiary Dassault Systèmes SolidWorks Corp., Intergraph Corporation, a wholly owned subsidiary of Hexagon AB, MSC Software Corporation, Nemetschek AG, Oracle Corporation, Procore Technologies, Inc., PTC Inc., 3D Systems Corporation, Siemens PLM, and Trimble Navigation Limited, among others.

As of January 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 12,600] [added: 13,700] people, an increase from approximately [removed: 11,500] [added: 12,600] employees as of the end of fiscal year [removed: 2021.][added: 2022.]

In certain foreign countries, our employees are represented by trade unions or [removed: work] [added: works] councils.

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

We provide a variety of scholarships, internship programs, [added: sponsorship agreements,] mentoring and development partnerships, and program support to organizations focused on women and underrepresented groups.

[removed: In addition, we] [added: We] provide ongoing development opportunities, such as the Autodesk Mentorship Program, which provides one-on-one mentorship relationships.

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

We believe career development plays an important role in keeping our employees engaged and [removed: to provide] [added: in providing] additional opportunities [added: for them] to grow and build their careers.

To attract, retain, and support our [removed: highly qualified] employees, we offer competitive compensation and [removed: benefits,] [added: benefits programs, several of] which include an element of choice to meet the needs of our diverse and global population.

[removed: In addition to] [added: We also have] comprehensive health [removed: insurance] and wellness benefits, [removed: we have] a generous time off program, [removed: including sabbatical,] [added: an employee stock purchase plan, sabbaticals, retirement plans,] financial [added: support programs, financial] tools and education, and an employee assistance program.

For the fiscal years ended January 31, [added: 2023,] 2022 and 2021, we acquired companies accounted for as business combinations.

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

*•Building Connected*

BuildingConnected is a SaaS preconstruction solution that combines the largest real-time, construction network with an easy-to-use tool that helps general contractors and owners streamline subcontractor qualification, and the bid and risk management process.

based users and small businesses.

Additionally, as part of the continued growth of our online Autodesk branded store and the transition to annual billings for multi-year contracts and our new token-based Flex model, we are planning to expand our transactions with value-added resellers and transact directly with more end customers without substantial disruption to our revenue.

We expect our indirect channel will continue to transact and support a considerable portion of our customers.

We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections.

We entered into transition agreements with two of our distributors Tech Data and Ingram Micro to provide transition distribution activities for a one-to-two-year period, with potential extensions.

In connection with the transition agreements, Autodesk intends to increase our selling efforts with value-added resellers and agents.

Autodesk is committed to helping students gain the in-demand skills and certifications needed to demonstrate they are prepared for current and emerging roles in the industries we serve.

Additionally, we offer self-paced, modular learning and curriculum for K-12, post-secondary students, and educators.

Our FY23 Enterprise Risk Management process considered how climate impacts could affect and potentially amplify the overall significance of each identified risk and opportunity.

In addition, our residual 103,000 metric tons of CO2e emissions were neutralized through the procurement of high quality carbon offsets.

*Impact Reports*

Our D&B strategy includes a variety of activities, such as inclusive leadership training for

In addition to competitive base pay and opportunities to receive short-term incentives, all our employees are eligible to participate in our long-term plans.

The acquisitions during fiscal 2023 were not individually significant.

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

*•BIM 360*

BIM 360 construction management cloud-based software enables almost anytime, anywhere access to project data throughout the building construction lifecycle.

BIM 360 empowers those in the field to better anticipate and act, and those in the back office to optimize and manage all aspects of construction performance.

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

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 February 2024.

Importantly, we expect that the majority of our revenue will continue to be derived from indirect channel sales in the near future.

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

Autodesk is committed to helping fuel a lifelong passion for design and making among students of all ages, both within and outside the classroom.

We inspire and support beginners with Tinkercad, a simple online 3D design and 3D printing tool.

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

Autodesk Design Academy curricula is also syndicated on iTunes U and Udemy, where millions of students go to learn online.

Classes and projects are available on our Instructables website for anyone looking to expand their “making” skills.

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

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

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

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

Our assured results for fiscal year 2022 and our ongoing commitments will be published in our fiscal year 2022 impact report.

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.

The purchase of media and the transfer of the software programs onto media for distribution to customers are performed by us and by licensed subcontractors.

Packaging materials are produced to our specifications by outside sources.

Production is performed in leased facilities operated by independent third-party contractors.

To date, we have not experienced any material difficulties or delays in the production of our software and documentation.

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

In addition to base pay and opportunities to receive short- and long-term incentives, we have an employee stock purchase plan, and retirement and other financial support.

In fiscal 2021, we made changes to our equity strategy, expanding our grant program eligibility for new hires and existing employees.

As part of this strategy, we made a one-time equity grant to all regular employees with no unvested equity to align all employees to the long-term success of the company and encourage an owner mindset.

*COVID-19*

In response to the COVID-19 pandemic, we supported our employees by adopting remote work and providing reimbursements to employees to equip their home offices, unlimited videoconferencing access to gather virtually with friends and family, and additional company holidays in recognition of the unusual demands of the working environment during the pandemic.

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

For the fiscal year ended January 31, [removed: 2022][added: 2023]

As of July [removed: 30, 2021,] [added: 29, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately [removed: 219.7] [added: 215.8] 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: 30, 2021)] [added: 29, 2022)] was approximately [removed: $70.6] [added: $47.0] billion.

[removed: Shares of the registrant’s] common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates.

As of March [removed: 10, 2022,] [added: 7, 2023,] the registrant had outstanding [removed: 217,307,974] [added: 214,782,702] shares of common stock.

The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, [removed: 2022.][added: 2023.]

| Item 1. | | | [removed: [Business](#ic5e280ddd1ef46fe9ace2a18e7a582b7_16)] [added: [Business](#i40d393b948284d2e98a3631b94e836fd_16)] | | | [removed: [5](#ic5e280ddd1ef46fe9ace2a18e7a582b7_16)] [added: [5](#i40d393b948284d2e98a3631b94e836fd_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic5e280ddd1ef46fe9ace2a18e7a582b7_19)] [added: Factors](#i40d393b948284d2e98a3631b94e836fd_19)] | | | [removed: [16](#ic5e280ddd1ef46fe9ace2a18e7a582b7_19)] [added: [15](#i40d393b948284d2e98a3631b94e836fd_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic5e280ddd1ef46fe9ace2a18e7a582b7_22)] [added: Comments](#i40d393b948284d2e98a3631b94e836fd_22)] | | | [removed: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_22)] [added: [33](#i40d393b948284d2e98a3631b94e836fd_22)] | | |

| Item 2. | | | [removed: [Properties](#ic5e280ddd1ef46fe9ace2a18e7a582b7_25)] [added: [Properties](#i40d393b948284d2e98a3631b94e836fd_25)] | | | [removed: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_25)] [added: [33](#i40d393b948284d2e98a3631b94e836fd_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic5e280ddd1ef46fe9ace2a18e7a582b7_28)] [added: Proceedings](#i40d393b948284d2e98a3631b94e836fd_28)] | | | [removed: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_28)] [added: [33](#i40d393b948284d2e98a3631b94e836fd_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ic5e280ddd1ef46fe9ace2a18e7a582b7_31)] [added: Disclosures](#i40d393b948284d2e98a3631b94e836fd_31)] | | | [removed: [34](#ic5e280ddd1ef46fe9ace2a18e7a582b7_31)] [added: [34](#i40d393b948284d2e98a3631b94e836fd_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic5e280ddd1ef46fe9ace2a18e7a582b7_37)] [added: Securities](#i40d393b948284d2e98a3631b94e836fd_37)] | | | [removed: [35](#ic5e280ddd1ef46fe9ace2a18e7a582b7_37)] [added: [35](#i40d393b948284d2e98a3631b94e836fd_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ic5e280ddd1ef46fe9ace2a18e7a582b7_40)] [added: [\[Reserved\]](#i40d393b948284d2e98a3631b94e836fd_40)] | | | [removed: [37](#ic5e280ddd1ef46fe9ace2a18e7a582b7_40)] [added: [37](#i40d393b948284d2e98a3631b94e836fd_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic5e280ddd1ef46fe9ace2a18e7a582b7_43)] [added: Operations](#i40d393b948284d2e98a3631b94e836fd_43)] | | | [removed: [38](#ic5e280ddd1ef46fe9ace2a18e7a582b7_43)] [added: [38](#i40d393b948284d2e98a3631b94e836fd_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic5e280ddd1ef46fe9ace2a18e7a582b7_85)] [added: Risk](#i40d393b948284d2e98a3631b94e836fd_91)] | | | [removed: [64](#ic5e280ddd1ef46fe9ace2a18e7a582b7_85)] [added: [63](#i40d393b948284d2e98a3631b94e836fd_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic5e280ddd1ef46fe9ace2a18e7a582b7_88)] [added: Data](#i40d393b948284d2e98a3631b94e836fd_94)] | | | [removed: [65](#ic5e280ddd1ef46fe9ace2a18e7a582b7_88)] [added: [64](#i40d393b948284d2e98a3631b94e836fd_94)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic5e280ddd1ef46fe9ace2a18e7a582b7_229)] [added: Disclosure](#i40d393b948284d2e98a3631b94e836fd_235)] | | | [removed: [111](#ic5e280ddd1ef46fe9ace2a18e7a582b7_229)] [added: [112](#i40d393b948284d2e98a3631b94e836fd_235)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic5e280ddd1ef46fe9ace2a18e7a582b7_232)] [added: Procedures](#i40d393b948284d2e98a3631b94e836fd_238)] | | | [removed: [111](#ic5e280ddd1ef46fe9ace2a18e7a582b7_232)] [added: [112](#i40d393b948284d2e98a3631b94e836fd_238)] | | |

| Item 9B. | | | [Other [removed: Information](#ic5e280ddd1ef46fe9ace2a18e7a582b7_235)] [added: Information](#i40d393b948284d2e98a3631b94e836fd_241)] | | | [removed: [111](#ic5e280ddd1ef46fe9ace2a18e7a582b7_235)] [added: [112](#i40d393b948284d2e98a3631b94e836fd_241)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#ic5e280ddd1ef46fe9ace2a18e7a582b7_2354)] [added: Inspections.](#i40d393b948284d2e98a3631b94e836fd_244)] | | | [removed: [112](#ic5e280ddd1ef46fe9ace2a18e7a582b7_2354)] [added: [112](#i40d393b948284d2e98a3631b94e836fd_244)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic5e280ddd1ef46fe9ace2a18e7a582b7_241)] [added: Governance](#i40d393b948284d2e98a3631b94e836fd_250)] | | | [removed: [113](#ic5e280ddd1ef46fe9ace2a18e7a582b7_241)] [added: [113](#i40d393b948284d2e98a3631b94e836fd_250)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ic5e280ddd1ef46fe9ace2a18e7a582b7_244)] [added: Compensation](#i40d393b948284d2e98a3631b94e836fd_253)] | | | [removed: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_244)] [added: [114](#i40d393b948284d2e98a3631b94e836fd_253)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic5e280ddd1ef46fe9ace2a18e7a582b7_247)] [added: Matters](#i40d393b948284d2e98a3631b94e836fd_256)] | | | [removed: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_247)] [added: [114](#i40d393b948284d2e98a3631b94e836fd_256)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic5e280ddd1ef46fe9ace2a18e7a582b7_250)] [added: Independence](#i40d393b948284d2e98a3631b94e836fd_259)] | | | [removed: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_250)] [added: [114](#i40d393b948284d2e98a3631b94e836fd_259)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ic5e280ddd1ef46fe9ace2a18e7a582b7_253)] [added: Services](#i40d393b948284d2e98a3631b94e836fd_262)] | | | [removed: [114](#ic5e280ddd1ef46fe9ace2a18e7a582b7_253)] [added: [114](#i40d393b948284d2e98a3631b94e836fd_262)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic5e280ddd1ef46fe9ace2a18e7a582b7_259)] [added: Schedules](#i40d393b948284d2e98a3631b94e836fd_268)] | | | [removed: [115](#ic5e280ddd1ef46fe9ace2a18e7a582b7_259)] [added: [115](#i40d393b948284d2e98a3631b94e836fd_268)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ic5e280ddd1ef46fe9ace2a18e7a582b7_265)] [added: Summary](#i40d393b948284d2e98a3631b94e836fd_274)] | | | [removed: [115](#ic5e280ddd1ef46fe9ace2a18e7a582b7_265)] [added: [115](#i40d393b948284d2e98a3631b94e836fd_274)] | | |

| One Market Street, Ste. 400 | | | | | | | | | | | |

| San Francisco, | | | California | | | | | | 94105 | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Shares of the registrant’s

| [PART I](#i40d393b948284d2e98a3631b94e836fd_13) | | | | | | | | |

| [PART II](#i40d393b948284d2e98a3631b94e836fd_34) | | | | | | | | |

| [PART III](#i40d393b948284d2e98a3631b94e836fd_247) | | | | | | | | |

| [PART IV](#i40d393b948284d2e98a3631b94e836fd_265) | | | | | | | | |

| | | | [Signatures](#i40d393b948284d2e98a3631b94e836fd_280) | | | [118](#i40d393b948284d2e98a3631b94e836fd_280) | | |

| 111 McInnis Parkway, | | | | | | | | | | | |

| San Rafael, | | | California | | | | | | 94903 | | |

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

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

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

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

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

We lease approximately [removed: 1,830,000] [added: 1,500,000] square feet of office space in [removed: 101] [added: 93] locations in the United States and internationally through our foreign subsidiaries.

Our executive offices [removed: are in leased office space in San Francisco, California,] and [removed: our] corporate headquarters are in leased office space in San [removed: Rafael,] [added: Francisco,] California.

Our San [removed: Rafael] [added: Francisco] facilities consist of approximately [removed: 116,000] [added: 211,000] square feet under leases that [removed: expire in] [added: have expiration dates ranging from] December [removed: 2024.][added: 2023 to December 2027.]

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

Accordingly, we [removed: are reducing] [added: reduced] the square footage of our facilities portfolio [removed: by approximately 20 percent] worldwide and incurred impairments to assets associated with our operating leases for real estate in the fiscal [removed: year] [added: years] ended January 31, [removed: 2022,] [added: 2023] and [removed: expect to incur impairments over the next several quarters.][added: 2022.]

See Part II, Item 7, [removed: “Management's Discussion and Analysis of Financial Condition and Results] [added: “Results] of Operations” and [added: Part II, Item 8,] Note 9, “Leases,” in the Notes to Consolidated Financial Statements for more information.

Our San Francisco facilities consist of approximately 284,000 square feet under leases that have expiration dates ranging from December 2022 to June 2026.

As of January 31, [removed: 2022,] [added: 2023,] the number of common stockholders of record was [removed: 316.][added: 312.]

Autodesk’s stock repurchase [removed: program provides] [added: programs provide] Autodesk with the ability to offset the dilution from the issuance of stock under our employee stock plans and reduce shares outstanding over time, and has the effect of returning excess cash generated from our business to stockholders.

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

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

The following table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, [removed: 2022:][added: 2023:]

| *(Shares in [removed: millions)*] [added: thousands)*] | | | 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) | | |

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

(2)These amounts correspond to the [removed: plan] [added: plans] publicly announced and approved by the Board of Directors in September 2016 [added: and November 2022] that [removed: authorizes] [added: authorize] the repurchase of [removed: 30.0] [added: 30] million [removed: shares.][added: shares and $5 billion, respectively.]

The [removed: plan does] [added: plans do] not have a fixed expiration date.

The following graph shows a five-year comparison of cumulative total return (equal to dividends plus stock appreciation) for our common stock, the Standard & Poor’s 500 Stock Index, [added: the Standard & Poor’s 500 North American Technology Software Index, which we have added this fiscal year as it is a software index] and [added: includes companies in our similar line of business, and] the Dow Jones U.S. Software Index.

[removed: ][added: ]

(1)Assumes $100 invested on January 31, [removed: 2017,] [added: 2018,] in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, [added: Standard & Poor’s 500 North American Technology Software Index,] and the Dow Jones U.S. Software [removed: Index,] [added: Index] with reinvestment of all dividends.

In November 2022, the Board of Directors authorized the repurchase of $5 billion of the Company's common stock, in addition to the shares remaining under previously announced share repurchase programs.

| November 1 - November 30 | | | 259 | | | | | | $ | 196.34 | | | | | 259 | | | | | | 3,496 | | |

| December 1 - December 31 | | | 575 | | | | | | 191.72 | | | | | | 575 | | | | | | 2,921 | | |

| January 1 - January 31 | | | 253 | | | | | | 193.43 | | | | | | 253 | | | | | | 2,668 | | |

| Total | | | 1,087 | | | | | | $ | 193.21 | | | | | 1,087 | | | | | | | | |

At January 31, 2023, 3 million shares and $5 billion remained available for repurchase under the September 2016 and November 2022 repurchase programs approved by the Board of Directors, respectively.

There were no sales of unregistered securities during the three months ended January 31, 2023.

| 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").

Such shares will be issued in private placements exempt from the registration requirements of 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: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Total subscription and maintenance revenue | | | [removed: 4,232.7] [added: 4,716] | | | | | | [removed: 3,662.2] [added: 4,136] | | | | | | [removed: 3,138.5] [added: 3,564] | | |

| Cost of subscription and maintenance revenue | | | [removed: 299.1] [added: $] | [added: 34] | | | | | [removed: 242.1] [added: $] | [added: 25] | | | | | [removed: 223.9] [added: $] | [added: 17] | |

| Cost of other revenue | | | [removed: 66.6] [added: 79] | | | | | | [removed: 64.1] [added: 67] | | | | | | [removed: 66.5] [added: 64] | | |

| Amortization of developed technologies | | | [removed: 52.8] [added: 58] | | | | | | [removed: 30.9] [added: 52] | | | | | | [removed: 34.5] [added: 31] | | |

| General and administrative | | | [removed: 571.7] [added: 85] | | | | | | [removed: 413.9] [added: 70] | | | | | | [removed: 405.6] [added: 53] | | |

| Amortization of purchased intangibles | | | [removed: 40.7] [added: 40] | | | | | | [removed: 37.5] [added: 40] | | | | | | [removed: 38.9] [added: 38] | | |

| Interest and other expense, net | | | [removed: (52.9)] [added: (43)] | | | | | | [removed: (82.4)] [added: (53)] | | | | | | [removed: (48.2)] [added: (82)] | | |

| [removed: (Provision)] [added: (Provision for)] benefit [removed: for] [added: from] income taxes | | | [removed: (67.7)] [added: (123)] | | | | | | [removed: 661.5] [added: (68)] | | | | | | [removed: (80.3)] [added: 661] | | |

| Basic net income per share | | | $ | [removed: 2.26] [added: 3.81] | | | | | $ | [removed: 5.51] [added: 2.26] | | | | | $ | [removed: 0.98] [added: 5.52] | |

| Diluted net income per share | | | $ | [removed: 2.24] [added: 3.78] | | | | | $ | [removed: 5.44] [added: 2.24] | | | | | $ | [removed: 0.96] [added: 5.44] | |

| Weighted average shares used in computing basic net income per share | | | [removed: 219.7] [added: 216] | | | | | | [removed: 219.4] [added: 220] | | | | | | [removed: 219.7] [added: 219] | | |

| Weighted average shares used in computing diluted net income per share | | | [removed: 222.0] [added: 218] | | | | | | [removed: 222.1] [added: 222] | | | | | | [removed: 222.5] [added: 222] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

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

| Net gain (loss) on derivative instruments (net of tax effect of [removed: $(8.3), $5.0,] [added: $(7), $(8),] and [removed: $(1.1))] [added: $5)] | | | [removed: 48.3] [added: 40] | | | | | | [removed: (32.5)] [added: 48] | | | | | | [removed: (6.6)] [added: (33)] | | |

| Change in net unrealized gain on available-for-sale securities (net of tax effect of [removed: zero, $0.1, and $(0.4))] [added: zero for all periods presented)] | | | [removed: 11.8] [added: —] | | | | | | [removed: 1.7] [added: 12] | | | | | | [removed: 1.4] [added: 2] | | |

| Change in defined benefit pension items (net of tax effect of [removed: $(0.7), $(0.3),] [added: $1, $(1),] and [removed: $1.6)] [added: zero)] | | | [removed: 4.7] [added: (3)] | | | | | | [removed: 1.5] [added: 5] | | | | | | [removed: (6.5)] [added: 1] | | |

| Net change in cumulative foreign currency translation (loss) gain (net of tax effect of [removed: $0.3, $(0.6),] [added: zero, zero,] and [removed: $0.1)] [added: $(1))] | | | [removed: (62.9)] [added: (98)] | | | | | | [removed: 63.7] [added: (63)] | | | | | | [removed: (13.6)] [added: 64] | | |

| Total other comprehensive [removed: income] (loss) [added: income] | | | [removed: 1.9] [added: (61)] | | | | | | [removed: 34.4] [added: 2] | | | | | | [removed: (25.3)] [added: 34] | | |

| | | | [added: | | |] January 31, [added: 2023 | | | | | | | | | | | | | | | | | | January 31,] 2022 | | | | | | [added: | | | | | | | | |] January 31, 2021 | | | [added: | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 1,528.4] [added: 1,947] | | | | | $ | [removed: 1,772.2] [added: 1,528] | |

| Marketable [removed: securities] [added: securities:] | | | [removed: 235.7] | | | | | | [removed: 4.0] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Accounts receivable, net | | | [removed: 716.1] [added: 961] | | | | | | [removed: 643.1] [added: 716] | | |

| Prepaid expenses and other current assets | | | [removed: 283.6] [added: 308] | | | | | | [removed: 206.2] [added: 284] | | |

| Total current assets | | | [removed: 2,763.8] [added: 3,341] | | | | | | [removed: 2,625.5] [added: 2,764] | | |

| Long-term marketable securities | | | [removed: 45.4] [added: 102] | | | | | | [removed: —] [added: 45] | | |

| Computer equipment, software, furniture, and leasehold improvements, net | | | [removed: 162.5] [added: 144] | | | | | | [removed: 192.8] [added: 162] | | |

| Operating lease right-of-use assets | | | [removed: 304.5] [added: 245] | | | | | | [removed: 416.7] [added: 305] | | |

| Intangible assets, net | | | [removed: 493.8] [added: 407] | | | | | | [removed: 199.3] [added: 494] | | |

| Deferred income taxes, net | | | [removed: 740.7] [added: 1,014] | | | | | | [removed: 763.1] [added: 741] | | |

| Long-term other [removed: assets] [added: assets:] | | | [removed: 492.3] | | | | | | [removed: 375.9] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Accrued income taxes | | | [removed: 29.7] [added: 33] | | | | | | [removed: 42.6] [added: 30] | | |

| Operating lease liabilities | | | [removed: 86.6] [added: 85] | | | | | | [removed: 71.4] [added: 87] | | |

| Current portion of long-term notes payable, net | | | [removed: 349.7] [added: —] | | | | | | [removed: —] [added: 350] | | |

| Other accrued liabilities | | | [removed: 218.0] [added: 219] | | | | | | [removed: 194.7] [added: 217] | | |

| Total current liabilities | | | [removed: 4,009.4] [added: 4,000] | | | | | | [removed: 3,254.7] [added: 4,009] | | |

| [removed: Long-term] [added: Deferred revenue and long-term] deferred revenue | | | [removed: 926.5] | | | [removed: | | | 859.3] [added: (2)] | | |

| Long-term operating lease liabilities | | | [removed: 345.8] [added: 300] | | | | | | [removed: 396.0] [added: 346] | | |

| Long-term income taxes payable | | | [removed: 19.8] [added: 164] | | | | | | [removed: 15.9] [added: 20] | | |

| Subscription | | | $ | 4,651 | | | | | $ | 4,060 | | | | | $ | 3,381 | |

| Maintenance | | | 65 | | | | | | 76 | | | | | | 183 | | |

| Other | | | 289 | | | | | | 250 | | | | | | 226 | | |

| Total net revenue | | | 5,005 | | | | | | 4,386 | | | | | | 3,790 | | |

| Total cost of revenue | | | 480 | | | | | | 418 | | | | | | 337 | | |

| Gross profit | | | 4,525 | | | | | | 3,968 | | | | | | 3,453 | | |

| Marketing and sales | | | 1,745 | | | | | | 1,623 | | | | | | 1,440 | | |

| Research and development | | | 1,219 | | | | | | 1,115 | | | | | | 932 | | |

| General and administrative | | | 532 | | | | | | 572 | | | | | | 414 | | |

| Total operating expenses | | | 3,536 | | | | | | 3,350 | | | | | | 2,824 | | |

| Income from operations | | | 989 | | | | | | 618 | | | | | | 629 | | |

| Income before income taxes | | | 946 | | | | | | 565 | | | | | | 547 | | |

| Net income | | | $ | 823 | | | | | $ | 497 | | | | | $ | 1,208 | |

| Net income | | | $ | 823 | | | | | $ | 497 | | | | | $ | 1,208 | |

| Total comprehensive income | | | $ | 762 | | | | | $ | 499 | | | | | $ | 1,242 | |

| Marketable securities | | | 125 | | | | | | 236 | | |

| Goodwill | | | 3,625 | | | | | | 3,604 | | |

| Accounts payable | | | $ | 102 | | | | | $ | 121 | |

| Accrued compensation | | | 358 | | | | | | 341 | | |

| Deferred revenue | | | 3,203 | | | | | | 2,863 | | |

| Long-term deferred revenue | | | 1,377 | | | | | | 927 | | |

| Accumulated deficit | | | (1,995) | | | | | | (1,950) | | |

| Net income | | | $ | 823 | | | | | $ | 497 | | | | | $ | 1,208 | |

| Stock-based compensation expense | | | 657 | | | | | | 555 | | | | | | 398 | | |

| Deferred income taxes | | | (277) | | | | | | (8) | | | | | | (779) | | |

| Accounts receivable | | | (247) | | | | | | (66) | | | | | | 13 | | |

| Deferred revenue | | | 798 | | | | | | 419 | | | | | | 344 | | |

| Purchases of marketable securities | | | (397) | | | | | | (311) | | | | | | (21) | | |

| Repayments of debt | | | (350) | | | | | | — | | | | | | (450) | | |

| Balances, January 31, 2020 | | | 219 | | | | | | $ | 2,317 | | | | | $ | (160) | | | | | $ | (2,296) | | | | | $ | (139) | |

| Shares issued as consideration for business combination | | | — | | | | | | 38 | | | | | | — | | | | | | — | | | | | | 38 | | |

| Repurchase and retirement of common shares | | | (2) | | | | | | (150) | | | | | | — | | | | | | (400) | | | | | | (550) | | |

| Balances, January 31, 2021 | | | 220 | | | | | | 2,579 | | | | | | (126) | | | | | | (1,488) | | | | | | 965 | | |

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

| Repurchase and retirement of common shares | | | (4) | | | | | | (131) | | | | | | — | | | | | | (959) | | | | | | (1,090) | | |

| Balances, January 31, 2022 | | | 218 | | | | | | 2,923 | | | | | | (124) | | | | | | (1,950) | | | | | | 849 | | |

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

| Repurchase and retirement of common shares | | | (5) | | | | | | (214) | | | | | | — | | | | | | (868) | | | | | | (1,082) | | |

| Balances, January 31, 2023 | | | 215 | | | | | | $ | 3,325 | | | | | $ | (185) | | | | | $ | (1,995) | | | | | $ | 1,145 | |

January 31, 2023

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

| Subscription | | | $ | 4,156.4 | | | | | $ | 3,478.9 | | | | | $ | 2,751.9 | |

| Maintenance | | | 76.3 | | | | | | 183.3 | | | | | | 386.6 | | |

| Other | | | 153.7 | | | | | | 128.2 | | | | | | 135.8 | | |

| Total net revenue | | | 4,386.4 | | | | | | 3,790.4 | | | | | | 3,274.3 | | |

| Total cost of revenue | | | 418.5 | | | | | | 337.1 | | | | | | 324.9 | | |

| Gross profit | | | 3,967.9 | | | | | | 3,453.3 | | | | | | 2,949.4 | | |

| Marketing and sales | | | 1,623.1 | | | | | | 1,440.3 | | | | | | 1,310.3 | | |

| Research and development | | | 1,114.8 | | | | | | 932.5 | | | | | | 851.1 | | |

| Restructuring and other exit costs, net | | | — | | | | | | — | | | | | | 0.5 | | |

| Total operating expenses | | | 3,350.3 | | | | | | 2,824.2 | | | | | | 2,606.4 | | |

| Income from operations | | | 617.6 | | | | | | 629.1 | | | | | | 343.0 | | |

| Income before income taxes | | | 564.7 | | | | | | 546.7 | | | | | | 294.8 | | |

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

| Total comprehensive income | | | $ | 498.9 | | | | | $ | 1,242.6 | | | | | $ | 189.2 | |

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

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

| Goodwill | | | 3,603.8 | | | | | | 2,706.5 | | |

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

| Accounts payable | | | $ | 120.8 | | | | | $ | 122.5 | |

| Accrued compensation | | | 341.3 | | | | | | 322.6 | | |

| Deferred revenue | | | 2,863.3 | | | | | | 2,500.9 | | |

| Accumulated deficit | | | (1,950.0) | | | | | | (1,487.5) | | |

| Deferred income taxes | | | (7.8) | | | | | | (778.6) | | | | | | 10.3 | | |

| Accounts receivable | | | (66.2) | | | | | | 12.6 | | | | | | (178.5) | | |

| Deferred revenue | | | 419.4 | | | | | | 344.4 | | | | | | 916.7 | | |

| Purchases of marketable securities | | | (311.1) | | | | | | (21.0) | | | | | | (19.9) | | |

| Repayments of debt | | | — | | | | | | (450.0) | | | | | | (500.0) | | |

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

| Balances, January 31, 2019 | | | 219.4 | | | | | | $ | 2,071.5 | | | | | | | | | | | $ | (135.0) | | | | | $ | (2,147.4) | | | | | $ | (210.9) | |

| Pre-combination expense related to equity awards assumed | | | — | | | | | | 1.2 | | | | | | | | | | | | — | | | | | | — | | | | | | 1.2 | | |

| Cumulative effect of adoption of accounting standards | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (0.7) | | | | | | (0.7) | | |

| Repurchase and retirement of common stock | | | (2.7) | | | | | | (93.3) | | | | | | | | | | | | — | | | | | | (362.2) | | | | | | (455.5) | | |

| Balances, January 31, 2020 | | | 219.4 | | | | | | 2,317.0 | | | | | | | | | | | | (160.3) | | | | | | (2,295.8) | | | | | | (139.1) | | |

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

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

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

| Post-combination expense related to equity awards assumed | | | | | | | | | 0.1 | | | | | | | | | | | | — | | | | | | — | | | | | | 0.1 | | |

| 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 | |

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: 2022.][added: 2023.]

Our management assessed the effectiveness of our internal control over financial reporting as of January 31, [removed: 2022.][added: 2023.]

Our management has concluded that, as of January 31, [removed: 2022,] [added: 2023,] 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.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which is included in [added: Part II,] Item 8 herein.

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: 2022,] [added: 2023,] 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.

The information required by this Item is incorporated herein by reference to the sections entitled “Proposal [removed: One—Election] [added: One: Election] of Directors,” [removed: “Section 16(a) Beneficial] [added: “Security] Ownership [removed: Reporting Compliance,”] [added: of Certain Beneficial Owners] and [added: Management,” “Governance and our Board of Directors,” and] “Corporate [removed: Governance”] [added: Governance Guidelines”] in our Proxy Statement.

The following sets forth certain information as of March 14, [removed: 2022,] [added: 2023,] regarding our executive officers.

| Andrew Anagnost | | | [removed: 57] [added: 58] | | | | | | President and Chief Executive Officer | | |

| Deborah L. Clifford | | | [removed: 47] [added: 48] | | | | | | EVP and Chief Financial Officer | | |

| Steve M. Blum | | | [removed: 57] [added: 58] | | | | | | Chief Operating Officer | | |

| [removed: Pascal W. Di Fronzo] [added: Ruth Ann Keene] | | | [removed: 57] [added: 54] | | | | | | EVP, [removed: Corporate Affairs,] Chief Legal Officer & Secretary | | |

Clifford joined Autodesk [added: in March 2021 and serves] as Executive Vice President and Chief Financial [removed: Officer in March 2021.][added: Officer.]

[removed: Di Fronzo] [added: Ruth Ann Keene] joined Autodesk in [removed: June 1998] [added: January 2022] and has served as Executive Vice President, Corporate Affairs, Chief Legal Officer & Secretary since [removed: December 2016.][added: June 2022.]

| Rebecca Pearce | | | 45 | | | | | | EVP, Chief People Officer | | |

Ms. Keene previously served as Senior Vice President, Chief Legal Officer, General Counsel & Corporate Secretary of Unity Technologies (“Unity”) from September 2016 to January 2022.

Prior to joining Unity, Ms. Keene served as Vice President, Assistant General Counsel and Assistant Secretary of Autodesk from 2012

to 2016, and had served in various legal positions at Autodesk since August 2005.

Before joining Autodesk, Ms. Keene was a technology transactions attorney at Morrison & Foerster, LLP.

Rebecca Pearce joined Autodesk in October 2015 and has served as Executive Vice President, Chief People Officer since January 2022.

Ms. Pearce previously served as Vice President, People & Places from June 2020 to December 2021 and as Senior HR Director - Digital Platforms and Corporate Functions from September 2018 through May 2020.

Ms. Pearce served as HR Director Global Territory Sales from February 2018 to September 2018 and as Asia Pacific and Japan HR Director from October 2015 through January 2018.

Prior to joining Autodesk, Ms. Pearce was the HR Director Global Operations, R&D and Engineering for Dyson Limited from December 2011 to September 2015.

Ms. Pearce also previously held leadership positions at Microsoft Corporation, including most recently as the Asia Pacific HR Leader for Microsoft Consumer and Online.

Pascal W.

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

Mr. Di Fronzo served as Senior Vice President, General Counsel and Secretary from March 2007 to December 2016.

From March 2006 to March 2007, Mr. Di Fronzo served as Vice President, General Counsel and Secretary, and served as Vice President, Assistant General Counsel and Assistant Secretary from March 2005 through March 2006.

Previously, Mr. Di Fronzo served in other business and

legal capacities in our Legal Department.

Prior to joining Autodesk, he advised high technology and emerging growth companies on business and intellectual property transactions and litigation while in private practice.

The information required by this Item is incorporated herein by reference to the sections entitled [removed: “Corporate Governance”] [added: “Governance] and [added: our Board of Directors” and] “Executive Compensation” in our Proxy Statement.

The information required by this Item is incorporated herein by reference to the sections entitled “Certain Relationships and Related Party Transactions” and [removed: “Corporate Governance—Independence] [added: “Governance and our Board] of [added: Directors —Independence of] the Board” in our Proxy Statement.

[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 (PCAOB ID: 42), San Francisco, California, required by this Item is incorporated by reference herein to the section of this Report in [added: Part II,] Item 8, entitled “Financial Statements and Supplementary Data.”

2.*Financial Statement Schedule*: The following financial statement schedule of Autodesk, Inc., for the fiscal years ended January 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Autodesk, Inc.:

| Fiscal Year Ended January 31, [removed: 2020] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | |

| Partner program reserves (1) | | | $ | 64 | | | | | 928 | | | | | | 902 | | | | | | $ | 90 | |

| Partner program reserves (1) | | | $ | 64 | | | | | 623 | | | | | | 623 | | | | | | $ | 64 | |

| Partner Program reserves (1) | | | $ | 60 | | | | | 492 | | | | | | 488 | | | | | | $ | 64 | |

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

| Partner program reserves (1) | | | $ | 60.4 | | | | | 491.9 | | | | | | 488.3 | | | | | | $ | 64.0 | |

| Partner Program reserves (1) | | | $ | 51.7 | | | | | 453.7 | | | | | | 445.0 | | | | | | $ | 60.4 | |

| 3.2 | | | [Amended and Restated Bylaws of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000119312520082595/d834537dex31.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000076939722000153/autodeskbylaws.htm)] | | | | | | 8-K | | | 000-14338 | | | 3.1 | | | [removed: 3/23/2020] [added: 12/15/2022] | | |

| 4.5 | | | [Fifth Supplemental Indenture, dated October 7, 2021, by and [removed: between Autodesk, Inc. and] [added: between](https://www.sec.gov/Archives/edgar/data/769397/000119312521294288/d221160dex41.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/769397/000119312521294288/d221160dex41.htm) [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 | | |

| 10.2* | | | [removed: [Registrant’s 1998] [added: [Registrant's 2012] Employee [removed: Qualified] Stock [removed: Purchase] Plan, as amended and restated effective as of June 12, [removed: 2018](http://www.sec.gov/Archives/edgar/data/769397/000076939718000042/ex103-autodeskxespp199.htm)] [added: 2018](http://www.sec.gov/Archives/edgar/data/769397/000076939718000042/ex102-2012employeestoc.htm)] | | | | | | 10-Q | | | 000-14338 | | | [removed: 10.3] [added: 10.2] | | | 8/30/2018 | | |

| 10.3* | | | [removed: [Registrant’s 1998] [added: [Registrant's 2012] Employee [removed: Qualified] Stock [removed: Purchase] Plan [removed: Forms] [added: Form] of [removed: Subscription] [added: Restricted Stock Unit] Agreement, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/769397/000076939716000087/adsk07312016ex105.htm)] [added: restated](http://www.sec.gov/Archives/edgar/data/769397/000076939716000087/adsk07312016ex102.htm)] | | | | | | 10-Q | | | 000-14338 | | | [removed: 10.5] [added: 10.2] | | | 8/30/2016 | | |

| 10.4* | | | [Registrant's 2012 Employee Stock [removed: Plan,] [added: Plan Form of Severance Restricted Stock Unit Agreement,] as amended and [removed: restated effective as of June 12, 2018](http://www.sec.gov/Archives/edgar/data/769397/000076939718000042/ex102-2012employeestoc.htm)] [added: restated](http://www.sec.gov/Archives/edgar/data/769397/000076939716000087/adsk07312016ex103.htm)] | | | | | | 10-Q | | | 000-14338 | | | [removed: 10.2] [added: 10.3] | | | [removed: 8/30/2018] [added: 8/30/2016] | | |

| 10.5* | | | [Registrant's 2012 Employee Stock Plan Form of [removed: Restricted] Stock [removed: Unit Agreement, as amended and restated](http://www.sec.gov/Archives/edgar/data/769397/000076939716000087/adsk07312016ex102.htm)] [added: Option Agreement](http://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex102.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | 000-14338 | | | 10.2 | | | [removed: 8/30/2016] [added: 3/13/2012] | | |

| [removed: 10.6*] [added: 10.20*] | | | [Registrant's 2012 Employee Stock Plan Form of [removed: Severance] [added: Retirement] Restricted Stock Unit Agreement, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/769397/000076939716000087/adsk07312016ex103.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/769397/000076939721000014/adsk01312021ex1021.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | 000-14338 | | | [removed: 10.3] [added: 10.21] | | | [removed: 8/30/2016] [added: 3/19/2021] | | |

| [removed: 10.7*] [added: 10.6*] | | | [Registrant's 2012 Employee Stock Plan Form of Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex102.htm)] [added: Agreement (non-U.S. Employees)](http://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex104.htm)] | | | | | | 8-K | | | 000-14338 | | | [removed: 10.2] [added: 10.4] | | | 3/13/2012 | | |

| [removed: 10.8*] [added: 10.10*] | | | [Registrant's 2012 [removed: Employee] [added: Outside Directors'] Stock Plan Form of [added: Restricted] Stock [removed: Option Agreement (non-U.S. Employees)](http://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex104.htm)] [added: Unit Agreement](http://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex105.htm)] | | | | | | 8-K | | | 000-14338 | | | [removed: 10.4] [added: 10.5] | | | 3/13/2012 | | |

| [removed: 10.9*] [added: 10.7*] | | | [PlanGrid, Inc. 2012 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/769397/000076939718000057/plangrid2012equityincentiv.htm) | | | | | | S-8 | | | 333-228934 | | | 99.1 | | | 12/21/2018 | | |

| [removed: 10.10*] [added: 10.8*] | | | [Amended and Restated BuildingConnected, Inc. 2013 Stock Plan](http://www.sec.gov/Archives/edgar/data/769397/000076939719000002/ex991buildingconnected2013.htm) | | | | | | S-8 | | | 333-229346 | | | 99.1 | | | 1/24/2019 | | |

| [removed: 10.11*] [added: 10.9*] | | | [Registrant's 2012 Outside Directors' Stock Plan, as amended and restated](http://www.sec.gov/Archives/edgar/data/769397/000076939717000014/adsk01312017ex1018.htm) | | | | | | 10-K | | | 000-14338 | | | 10.18 | | | 3/21/2017 | | |

| [removed: 10.12*] [added: 10.11*] | | | [Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex105.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/769397/000076939719000030/exhibit101-directordef.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | 000-14338 | | | [removed: 10.5] [added: 10.1] | | | [removed: 3/13/2012] [added: 6/4/2019] | | |

| [removed: 10.14*] [added: 10.12*] | | | [Registrant’s Executive Incentive Plan, as amended and restated](http://www.sec.gov/Archives/edgar/data/769397/000076939716000067/adsk01312016ex1023.htm) | | | | | | 10-K | | | 000-14338 | | | 10.23 | | | 3/23/2016 | | |

| [removed: 10.15*] [added: 10.13*] | | | [Registrant’s 2005 Non-Qualified Deferred Compensation Plan, as amended and restated, effective as of January 1, 2010](http://www.sec.gov/Archives/edgar/data/769397/000119312509249297/dex101.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 12/8/2009 | | |

| [removed: 10.16*] [added: 10.14*] | | | [Executive Change in Control Program, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/769397/000076939716000100/ex101executivechangeincont.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/769397/000076939722000051/exhibit101amendedandrestat.htm)] | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | [removed: 12/21/2016] [added: 4/27/2022] | | |

| [removed: 10.18*] [added: 10.15*] | | | [Form of Indemnification Agreement executed by the Registrant and each of its officers and 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: 10.16] | | | [Form of Qualified Retirement Agreement under [removed: the Autodesk Amended] [added: the](https://www.sec.gov/Archives/edgar/data/769397/000076939721000075/exh101formofqualifiedretir.htm) [Registr](https://www.sec.gov/Archives/edgar/data/769397/000076939721000075/exh101formofqualifiedretir.htm)[ant](https://www.sec.gov/Archives/edgar/data/769397/000076939721000075/exh101formofqualifiedretir.htm) [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 | | |

| [removed: 10.20*] [added: 10.17.1*] | | | [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: 10.18*] | | | [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 | | |

| [removed: 10.22*] [added: 10.19*] | | | [removed: [Autodesk, Inc. Amended] [added: [Registr](https://www.sec.gov/Archives/edgar/data/769397/000076939721000017/exh991severanceplan.htm)[ant](https://www.sec.gov/Archives/edgar/data/769397/000076939721000017/exh991severanceplan.htm) [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 | | |

| 21.1 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939722000019/adsk01312022ex211.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/adsk01312023ex211.htm)] | | | X | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939722000019/adsk01312022ex231.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/adsk01312023ex231.htm)] | | | X | | | | | | | | | | | | | | |

| 24.1 | | | [Power of Attorney (contained in the signature page to this Annual Report on Form [removed: 10-K)](#ic5e280ddd1ef46fe9ace2a18e7a582b7_274)] [added: 10-K)](#i40d393b948284d2e98a3631b94e836fd_283)] | | | 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/769397/000076939722000019/adsk01312022ex311.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/adsk01312023ex311.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/769397/000076939722000019/adsk01312022ex312.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/adsk01312023ex312.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/769397/000076939722000019/adsk01312022ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/adsk01312023ex321.htm)] | | | X | | | | | | | | | | | | | | |

| Dated: | | | March 14, [removed: 2022] [added: 2023] | | | | | | | | |

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 14, [removed: 2022.][added: 2023.]

| 10.17.2 | | | [First Amendment to Andrew Anagnost Employment Agreement, dated as of April 27, 2022, by and between the Registrant and Andrew Anagnost](https://www.sec.gov/Archives/edgar/data/769397/000076939722000051/exhibit102firstamendmentto.htm) | | | | | | 8-K | | | 000-14338 | | | 10.2 | | | 4/27/2022 | | |

| 10.21 | | | [Amendment No. 1 to Amended and Restated Credit Agreement dated November 21, 2022](https://www.sec.gov/Archives/edgar/data/769397/000076939722000148/amendmentno1tothecredita.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 12/16/22 | | |

| 10.22 | | | [Autodesk, Inc. 2022 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/769397/000076939722000079/exhibit101autodeskinc2022e.htm) | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | 06/21/2022 | | |

| 10.23 | | | [Autodesk, Inc. 2022 Equity Incentive Plan Form of Global RSU Agreement](https://www.sec.gov/Archives/edgar/data/769397/000076939722000079/exhibit102globalrsuagreeme.htm) | | | | | | 8-K | | | 000-14338 | | | 10.2 | | | 06/21/2022 | | |

| 10.24 | | | [Autodesk, Inc. 2022 Director Compensation Policy](https://www.sec.gov/Archives/edgar/data/769397/000076939722000110/directorcompensationpolicy.htm) | | | | | | 8-K | | | 000-14338 | | | 99.1 | | | 08/23/2022 | | |

| 10.25 | | | [Autodesk, Inc. 2022 Equity Incentive Plan Form of Director RSU Agreement](https://www.sec.gov/Archives/edgar/data/769397/000076939722000110/formofdirectorrsu.htm) | | | | | | 8-K | | | 000-14338 | | | 99.2 | | | 08/23/2022 | | |

| 10.26 | | | [Registrant’s 1998 Employee Qualified Stock Purchase Plan, as amended and restated effective as of December 14, 2022, its Forms of Subscription Agreement and International Sub-Plan](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/registrant1998esppasamende.htm) | | | X | | | | | | | | | | | | | | |

| | | | | | | | | |

| /s/ RAMI RAHIM | | | | | | Director | | |

| Rami Rahim | | | | | | | | |

| 10.13* | | | [Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/769397/000076939719000030/exhibit101-directordef.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 6/4/2019 | | |

| 10.17* | | | [Sub-Plan of the Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, as amended and restated](http://www.sec.gov/Archives/edgar/data/769397/000076939719000016/adsk01312019ex1017.htm) | | | | | | 10-K | | | 000-14338 | | | 10.17 | | | 3/25/2019 | | |

| 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) | | | | | | 10-K | | | 000-14338 | | | 10.21 | | | 3/19/2021 | | |

| 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 | | |

| 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 | | |

| 10.26 | | | [Amended and Restated Credit Agreement, dated September 30, 2021, by and 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, 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 | | | 10/4/2021 | | |