Autodesk (ADSK) 10-K risk factor changes: FY2024 vs FY2023

In addition to the other information contained in this [added: Annual Report on] Form 10-K, the following discussion highlights some of these risks and the possible impact of these factors on our business, financial condition, and future results of operations.

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

- Our strategy to develop and introduce new products and services, exposing us to risks such as limited customer [removed: acceptance,] [added: acceptance (both with new and existing customers),] costs related to product defects, and large expenditures.

- [removed: Social and ethical issues] [added: Challenges] relating to the [added: proper management and governance of our] use of [removed: artificial intelligence] [added: AI] in our offerings.

- Increasing regulatory focus on [removed: privacy] [added: privacy, data protection, and information security] issues and expanding laws.

*Our strategy to develop and introduce new products and services exposes us to risks such as limited customer [removed: acceptance,] [added: acceptance (both with new and existing customers),] costs related to product defects, and large expenditures, each of which may result in no additional net revenue or decreased net revenue.*

[removed: Customers] [added: Both new and existing customers] are also reconsidering how they purchase software products, which requires us to constantly evaluate our business model and strategy.

[added: 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.

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

For example, current geopolitical and global macro-economic challenges [removed: and the coronavirus (COVID-19) pandemic] have caused 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 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 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, [added: material scarcity,] as well as other factors; [removed: the ebb and flow of COVID-19, including in specific geographies and as a result of outbreaks and variants;] actions taken by governments, businesses, and consumers in response to these challenges; speed and timing of economic recovery, including in specific geographies; 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: wars and armed conflicts, including] the [removed: war in Ukraine;] [added: ongoing wars between the Ukraine and Russia and between Israel and Hamas;] foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow.

[removed: Our customers include government entities, including the U.S. federal] government, and if spending cuts impede the ability of governments to purchase our products and services, our revenue could decline.

War, including the [removed: significant military action against] [added: ongoing wars between the] Ukraine [removed: launched by] [added: and] Russia and [added: between Israel and Hamas, and] any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business.

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: 2023] and [removed: the first fiscal quarter in fiscal 2023.][added: 2024.]

- potential additional exposure to economic, tax, currency, political, legal, and regulatory risks [added: and liabilities, including risks] associated with specific countries; and

International net revenue represented [removed: 66%] [added: 64%] and [removed: 67%] [added: 66%] of our net revenue for fiscal [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Our international revenue, some of which comes from emerging economies, is subject to economic and political conditions in foreign markets, including those resulting from economic and political conditions in the United [removed: States, as well as country-specific conditions related to COVID-19, such as varied speed of recovery in different geographies.][added: States.]

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

- tariffs, quotas, and other trade barriers and [removed: restrictions ,] [added: restrictions,] including any political or economic responses and counter-responses or otherwise by various global actors to the [removed: significant military action against] [added: ongoing wars between the] Ukraine [removed: launched by Russia;][added: and Russia and between Israel and Hamas;]

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

More recently, the United States and other global actors have imposed sanctions as a result of the [removed: significant military action] [added: war] against Ukraine launched by [removed: Russia.][added: Russia, and the ongoing war between Israel and Hamas.]

[removed: 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 business, and could have a material adverse effect on our operations and business outlook.

Customer renewal rates may decline or fluctuate due to a number of factors, including offering pricing; competitive offerings; customer satisfaction; and reductions in customer spending levels, customer activity, or number of users due to economic [removed: downturns, including as a result of the current COVID-19 pandemic,] [added: downturns] or financial markets uncertainty.

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

- failure to produce sufficient revenue, billings, subscription, profitability, and cash flow [removed: growth, including as a result of the COVID-19 pandemic;][added: growth;]

- shift to named-user plans and annual billing of multi-year [removed: contracts;][added: contracts, which impacted the timing of our billings and cash collections in fiscal year 2024 and which is expected to continue into fiscal year 2025;]

In particular, our financial [removed: results] [added: results, key metrics, or other operating metrics] in Europe during our third quarter are usually affected by a slower summer period, and our APAC operations typically experience seasonal slowing in our [removed: third and] fourth [removed: quarters.][added: quarter.]

During fiscal [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented [removed: 28%] [added: 27%] and [removed: 29%] [added: 28%] of our total net 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 shifting to annual billing of multi-year contracts, [added: introducing and expanding new business models such as the new transaction model and FLEX,] realigning our development and marketing organizations, offering software as a service, and realigning our internal resources in an effort to improve efficiency.

[added: 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.

- shortfalls in our expected financial results, including net revenue, billings, earnings, and cash flow or key performance metrics, such as subscriptions, [removed: including as a result of the current COVID-19 pandemic,] and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed, or significantly exceed securities analyst expectations;

[removed: *Social] [added: Social] and ethical issues relating to the use of [removed: artificial intelligence] [added: new and evolving technologies such as AI] in our [removed: offerings] [added: offerings,] may result in reputational harm [removed: or liability.*][added: and liability, and may cause us to incur additional research and development costs to resolve such issues.]

[added: 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.

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

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

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

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

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

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

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

If we are unable to provide new features, enhancements to user experience, and modifications in a timely and cost-effective manner that achieve market acceptance, align with customer expectations, and that keep pace with rapid technological developments and changing regulatory landscapes, our business and operating results could be adversely affected.

For example, AI and machine learning are propelling advancements in technology, but if they are not widely adopted and accepted or fail to operate as expected, our business and reputation may be harmed.

Our customers include government entities, including the U.S. federal

- the potential that acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation;

For example, we have

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

We are dependent on attracting new customers as well as renewing and expanding our business with existing customers.

Our competitors may also be able to develop and market new technologies that render our existing or future products less competitive.

For example, disruptive technologies such as machine learning and other AI technologies may significantly alter the market for our products in unpredictable ways and reduce customer demand.

- our ability to successfully introduce and expand new transaction models such as FLEX;

War, including the ongoing wars between the Ukraine and Russia and between Israel and Hamas, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business.

*We incorporate AI into our offerings, and challenges with properly managing its use could result in competitive harm, reputational harm, or liability, and adversely affect our results of operations.*

We expect to rely on AI technologies to help drive future growth in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AI or at all.

We may also fail to properly implement or market our AI offerings.

Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, our offerings based on AI may expose us to additional lawsuits and regulatory investigations and subject us to legal liability as well as brand and reputational harm.

For example, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected.

The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications.

Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.

*The Audit Committee internal investigation has been time-consuming and expensive, has resulted in the filing of a class action lawsuit, and may result in additional expense and/or litigation.*

As previously disclosed on April 1, 2024, the Audit Committee commenced an internal investigation with the assistance of outside counsel and advisors, regarding Autodesk’s free cash flow and non-GAAP operating margin practices.

The results of that investigation were announced on May 31, 2024.

We have incurred significant expenses, including audit, legal, consulting and other professional fees, in connection with the investigation, and we could be forced to incur additional time and expense as a result of the investigation.

The incurrence of significant additional expense, or the requirement that management devote significant time that could reduce the time available to execute on our business strategies, could have an adverse effect on our business, results of operations and financial condition.

Autodesk voluntarily contacted the Securities and Exchange Commission (the “SEC”) to advise it that an internal investigation was ongoing.

The Company intends to cooperate with the SEC’s investigation.

Furthermore, if the SEC commences legal action, we could be required to pay significant penalties and become subject to injunctions, a cease and desist order and other equitable remedies.

The completion of the Audit Committee investigation and filing of any delinquent periodic reports will not automatically resolve the SEC investigation.

In addition, the United States Attorney’s Office for the Northern District of California contacted us regarding the Audit Committee investigation.

We cannot guarantee that we will not receive inquiries from other regulatory authorities regarding the investigation, or that we will not be subject to future claims, investigations or proceedings.

Any future inquiries from the SEC or other regulatory authorities, or future claims or proceedings or any related regulatory investigation will, regardless of the outcome, likely consume a significant amount of our internal resources and result in additional legal and accounting costs.

We can provide no assurances as to the outcome of any governmental investigation.

In addition, we and certain of our officers and directors have been named in a purported shareholder class action arising out of our announcement of the investigation.

For additional discussion, see Item 3.

Legal Proceedings and Note 11 to our Consolidated Financial Statements.

The pending litigation, and any future litigation, investigation or other actions that may be filed or initiated against us or our officers or directors, may be time consuming and expensive.

We cannot predict what losses we may incur in these litigation matters, and contingencies related to our obligations under the federal and state securities laws, or in other legal proceedings or governmental investigations or proceedings related to these matters.

Any legal proceedings, if decided adversely to us, could result in significant monetary damages, penalties and reputational harm, and will likely involve significant defense and other costs.

We have entered into indemnification agreements with each of our directors and certain of our officers, and our bylaws require us to indemnify each of our directors and officers.

Further, our insurance may not cover all claims that have been or may be brought against us, and insurance coverage may not continue to be available to us at a reasonable cost.

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

It is uncertain whether these strategies,

Due to our subscription-based business model, the effect of COVID-19 may not be fully reflected in our results of operations until future periods, if at all.

Market acceptance of any new business or sales

Social and ethical issues relating to the use of new and evolving technologies such as artificial intelligence (“AI”) in our offerings, may result in reputational harm and liability, and may cause us to incur additional research and development costs to resolve such issues.

Potential government regulation in the space of AI ethics may also

We also provide annual information security training to our employees.

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 (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.

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.

strategy.

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

functionality of our design software.

Furthermore, from time to time we may introduce or

To drive the execution of our strategy, we are focused on three strategic priorities: [removed: deliver a world-class customer experience, catalyze our customers’ digital transformation, and establish an industry-leading] [added: build the] platform [added: of choice] for Design and [removed: Make.][added: Make, accelerate adoption of Fusion, Forma, and Flow, and transform how customers experience Autodesk.]

Our cloud offerings, for example, [removed: BIM 360,] Autodesk [added: Construction Cloud, Autodesk] Build, [removed: Fusion 360, ShotGrid,] [added: Fusion, Flow Production Tracking,] 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.

[removed: For owner/operators, this] [added: This] accelerates operational readiness and extends the value of BIM downstream into the owner/operator segment.

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

In [removed: the first] fiscal [removed: 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 sell our products and services globally, through a combination of [removed: indirect and] direct [added: and indirect] channels.

Our indirect channels [added: primarily] include value added [added: distributors, value added] resellers, direct market resellers, [removed: distributors,] [added: volume channel partners,] and [removed: other software developers.][added: product-specific resellers.]

[removed: We] [added: During fiscal 2023, we] entered into transition agreements with [removed: each] [added: certain] of our [removed: distributors Tech Data] [added: distributors, including TD Synnex] and Ingram [removed: Micro] [added: 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 [removed: agents.][added: Solution Providers.]

Our direct channels [removed: include] [added: include, but are not limited to,] internal sales resources focused on selling [added: our highly specialized solutions] in our largest accounts, [added: Solution Providers focused on serving certain Flex and subscription customers through] our [removed: highly specialized solutions,] [added: new transaction model,] and business transacted through our online Autodesk branded store.

See 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: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

[removed: Additionally, as part of] [added: With] the continued growth of our online Autodesk branded [removed: store and] [added: store,] the transition to annual billings for multi-year contracts and our new token-based Flex model, [added: and the introduction of our new transaction model,] we are [removed: planning to expand our transactions with value-added resellers and transact] [added: transacting] directly with more end [removed: customers] [added: customers, rather than through distributors,] without substantial disruption to our revenue.

[added: For example, we have established the Autodesk Platform Services to support] innovators that build solutions to facilitate the development of a single connected ecosystem for the future of how things are designed, made, and used.

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

Our [removed: distributor and] [added: distributor,] reseller [added: and Solution Provider] network is extensive and provides our customers with the resources to purchase, deploy, learn, and support our solutions quickly and easily.

We have a significant number of registered third-party developers who create products that work well with our solutions and extend them [removed: for] [added: to] a variety of specialized applications.

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

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

On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, social and environmental entrepreneurs, and others who are developing design solutions that will [added: transform industries and help] shape a [removed: more sustainable future.][added: better world for all.]

[added: 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.

In these instances, we use relevant information such as the [added: product type or] sales channel to determine the SSP.

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

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 [added: including: the investee’s financial metrics, the investee’s products and technologies meeting or exceeding predefined milestones, market acceptance of the product or technology, other competitive products or technology in the market, general market conditions, management and governance structure of the investee, the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash.]

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to intangible [removed: assets and deferred revenue obligations.][added: assets.]

*Realizability of [removed: Long-Lived] [added: Intangible] Assets.* We assess the realizability of our [removed: long-lived assets and related] intangible assets, other than goodwill, quarterly, or sooner should events or changes in circumstances indicate the carrying values of such assets may not be recoverable.

If impairment indicators were present based on our undiscounted cash flow models, which include assumptions regarding projected cash flows, we would perform a discounted cash flow analysis to assess impairments on [removed: long-lived] [added: intangible] assets.

We also make judgments about the remaining useful lives of acquired intangible assets and other [removed: long-lived] [added: intangible] assets that have finite lives.

[removed: Under this method, deferred tax assets, including those related to tax loss carryforwards and credits, and deferred tax liabilities are determined based on the] differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Significant judgment is required in determining whether the valuation allowance [removed: should be recorded against deferred tax assets.]

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

OVERVIEW OF FISCAL [removed: 2023][added: 2024]

- Total net revenue was [removed: $5.01] [added: $5.50] billion during fiscal [removed: 2023,] [added: 2024,] an increase of [removed: 14%] [added: 10%] compared to the prior fiscal year.

- Recurring revenue as a percentage of net revenue was 98% for both fiscal years ending January 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

- Net revenue retention rate (“NR3”) was within the range of 100% and [removed: 110%] [added: 110%, on a constant currency basis,] as of both January 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

- Deferred revenue was [removed: $4.58] [added: $4.26] billion, [removed: an increase] [added: a decrease] of [removed: 21%] [added: 7%] compared to the prior fiscal year.

- Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was [removed: $5.62] [added: $6.11] billion, an increase of [removed: 19%] [added: 9%] compared to the fourth quarter in the prior fiscal year.

- Current remaining performance obligations were [removed: $3.52] [added: $3.98] billion, an increase of [removed: 12%] [added: 13%] compared to the prior fiscal year.

During fiscal [removed: 2023,] [added: 2024,] net revenue increased [removed: 14%,] [added: 10%,] as compared to the prior fiscal year, primarily due to a [removed: 15%] [added: 10%] increase in subscription [removed: revenue, partially offset by a 14% decrease in maintenance] revenue.

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

Total [removed: sales to Tech Data] [added: revenue from TD Synnex] accounted for [added: 39%,] 37%, [removed: 36%,] and [removed: 37%] [added: 36%] of Autodesk’s total net revenue during fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Our strategy is to deliver a trusted design and make platform that connects people through automation, data, and insights to help them achieve better outcomes for their businesses and the world.

In fiscal 2024, we launched the first set of capabilities in Autodesk Forma, an industry cloud that unifies workflows across the teams that design, build, and operate the built environment.

Autodesk Forma’s initial capabilities enable the early-stage planning and design process with automation and AI-powered insights that simplify the exploration of design concepts, offload repetitive tasks, and help evaluate environmental qualities surrounding a building site.

In fiscal 2024, we acquired a provider of simulation technology that enables factory and logistics center operators to optimize their processes.

We introduced a new transaction model for our token-based Flex offering in North America, and certain countries in EMEA and APAC, and for most of our subscription offerings in Australia during fiscal 2024, whereby channel partners provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer.

Dependent upon successful implementation in Australia, we intend to transition our indirect business to the new transaction model in our major markets globally in fiscal 2025 and fiscal 2026.

We expect the change in accounting recognition of sales incentives to indirect channels from contra revenue to operating expenses under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.

We anticipate that our channel mix will continue to change as we scale our business.

*Platform Capabilities*

We are building a trusted, outcome-focused platform for critical customer workflows that enables end-to-end digital transformation for our customers and partners within and between the industries we serve.

We aim to accelerate these customer workloads by providing granular, interoperable and accessible data.

We plan to do this by focusing on building the next generation of technology and services as trusted, shared capabilities.

We aim to centralize critical and duplicative capabilities across key offerings.

These include foundational capabilities to make our offers safer, faster, easier, and globally scalable, as well as capabilities that can accelerate new sources of value for our customers.

One example of these shared capabilities is Autodesk AI.

We have been investing in AI for over a decade.

Our focus is on building AI capabilities that add value to our customers’ workloads through augmentation, automation and analysis.

*Recent Developments*

On February 20, 2024, Autodesk acquired Payapps Limited (“Payapps”), a leading cloud-based software platform for managing construction-related payments.

This acquisition will deepen Autodesk Construction Cloud’s footprint and provide a robust payment management offering to serve the needs of general contractors and trade contractors.

Through automating the application of the payment process, Payapps’ solution provides greater transparency, reduces risk and helps accelerate time-to-payment.

On March 15, 2024, Autodesk acquired the PIX business of X2X, LLC (“PIX”), a production management solution for secure review and content collaboration in the media and entertainment industry.

The acquisition will help foster broader collaboration and communication, as well as help drive greater efficiencies in the production process.

We establish SSP for most of our products and services based on observable prices when sold separately in similar circumstances to similar customers.

other expense, net” on the Company’s Consolidated Statements of Operations.

Under this method, deferred tax assets, including those related to tax loss carryforwards and credits, and deferred tax liabilities are determined based on the

2022, respectively.

During fiscal 2023, we entered into transition agreements with certain of our distributors, including TD Synnex and Ingram Micro, to provide transition distribution activities for a one-to-two-year period, with potential extensions.

recognized.

| *(in millions)* | | | | | | | | | | | | | | | January 31, 2024 | | | | | | January 31, 2023 | | | | | | | | |

As customers transition from multi-year subscription contracts billed upfront to annual billing installments, some customers may choose annual contracts instead.

If this were to occur, we would expect it to proportionately reduce the unbilled portion of our total remaining performance obligations and would expect it to impact total RPO growth rates negatively.

Deferred revenue, billings, current RPO, revenue, Non-GAAP operating margin, and free cash flow would remain broadly unchanged in this scenario.

We introduced a new transaction model for our token-based Flex offering in North America, and certain countries in EMEA, and APAC, and for most of our subscription offerings in Australia during fiscal 2024.

In this new transaction model, solution providers provide customers with a quote, however, the actual transaction occurs directly between Autodesk and the customer.

Dependent upon successful implementation in Australia, we intend to transition our indirect business to the new transaction model in our major markets globally in fiscal 2025 and fiscal 2026.

Our sales incentives to Solution Providers will be recorded as operating expense under the new transaction model as we will contract directly with end customers.

Accordingly, we expect sales incentives paid to resellers recorded as a reduction of transaction price and subsequently recognized as a reduction to subscription revenue over the contract period will decrease as we transition to the new transaction model.

Most of the sales incentives payments to Solution Providers in our new transaction model, will be considered incremental and recoverable costs of obtaining a contract with a customer and will be capitalized and included in “Prepaid expenses and other current assets” and “Long-term other assets” on the Consolidated Balance Sheets.

The deferred costs will then be amortized over the period of benefit and recorded to “Sales and Marketing” on the Consolidated Statement of Operations.

Our strategy is to build enduring customer relationships, delivering innovative technology that provides valuable automation and insight into their design and make processes.

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

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

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

We anticipate that our channel mix will continue to change as we scale our online Autodesk branded store business and our largest accounts shift towards direct-only business models.

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

An

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.

(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.

| *(in millions)* | | | | | | | | | | | | | | | January 31, 2022 | | | | | | January 31, 2021 | | | | | | | | |

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

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.

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

However, there is no guarantee that we will realize any anticipated benefits to our business, including any cost savings or operational efficiencies.

| 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.

| M&E | | | 259 | | | | | | 40 | | | | | | 18 | | % | | | | 219 | | | | | | Increase due to growth in revenue from EBAs, Maya, and M&E Collections. | | |

| | | | $ | 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.

The fiscal year ended January 31, 2022 has been adjusted to conform to the current period presentation.

There was no impact to the fiscal year ended January 31, 2021.

These reclassifications did not impact total net revenue.

| Indirect | | | $ | 3,250 | | | | | $ | 401 | | | | | 14 | | % | | | | $ | 2,849 | | | | | Increase due to growth in subscription revenue, led by product subscription renewal revenue from a growing subscriber base. | | | | | | | | | | | | | | | | | | | | | | | |

| Direct | | | 1,755 | | | | | | 218 | | | | | | 14 | | % | | | | 1,537 | | | | | | Increase due to revenues from our online Autodesk branded store and EBAs. | | | | | | | | | | | | | | | | | | | | | | | |

| Indirect | | | $ | 2,849 | | | | | $ | 249 | | | | | 10 | | % | | | | $ | 2,600 | | | | | Increase due to growth in subscription revenue. | | | | | | | | | | | | | | | | | | | | | | | |

| Direct | | | 1,537 | | | | | | 347 | | | | | | 29 | | % | | | | 1,190 | | | | | | Increase due to an increase in EBAs and our online Autodesk branded store. | | | | | | | | | | | | | | | | | | | | | | | |

| Total net revenue | | | $ | 4,386 | | | | | $ | 596 | | | | | 16 | | % | | | | $ | 3,790 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Make | | | 364 | | | | | | 68 | | | | | | 23 | | % | | | | | | | | | | | | | | | | 296 | | | | | | Increase primarily due to growth in revenue from BIM Family, PlanGrid, and Fusion products. | | |

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

| Total Net Revenue | | | $ | 4,386 | | | | | $ | 596 | | | | | 16 | | % | | | | | | | | | | | | | | | | $ | 3,790 | | | | | | | |

___________________

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

| Other | | | 67 | | | | | | 3 | | | | | | 5 | | % | | | | 64 | | | | | | Increase primarily due to stock-based compensation expense. | | |

| Amortization of developed technologies | | | 52 | | | | | | 21 | | | | | | 68 | | % | | | | 31 | | | | | | Increase due to growth in amortization expense from acquired developed technologies as a result of our acquisitions in the fourth quarter of fiscal 2021 and in fiscal 2022. | | |

| Amortization of purchased intangibles | | | 40 | | | | | | 2 | | | | | | 5 | | % | | | | 38 | | | | | | Increase due to growth in amortization expense from acquired intangibles as a result of our acquisitions in the fourth quarter of fiscal 2021 and in fiscal 2022. | | |

As of January 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 months.

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

| | | | January 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | January 31, [removed: 2022] [added: 2023] | | | | | | | | |

| Purchased | | | $ | [removed: 711] [added: 1,430] | | | | | $ | [removed: 13] [added: (5)] | | | | | $ | [removed: 852] [added: 711] | | | | | $ | [removed: (10)] [added: 13] | |

| Sold | | | [removed: 1,755] [added: 1,789] | | | | | | [removed: (11)] [added: 11] | | | | | | [removed: 1,612] [added: 1,755] | | | | | | [removed: 7] [added: (11)] | | |

| Purchased | | | [removed: 904] [added: 1,048] | | | | | | [removed: 5] [added: 8] | | | | | | [removed: 1,273] [added: 904] | | | | | | [removed: 18] [added: 5] | | |

| Sold | | | [removed: 974] [added: 1,118] | | | | | | [removed: (23)] [added: (8)] | | | | | | [removed: 1,322] [added: 974] | | | | | | [removed: (8)] [added: (23)] | | |

A sensitivity analysis performed on our hedging portfolio as of January 31, [removed: 2023,] [added: 2024,] indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] would increase the fair value of our foreign currency contracts by [removed: $149] [added: $121] million and [removed: $218] [added: $149] million, respectively.

A hypothetical 10% depreciation of the dollar from its value at January 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] would decrease the fair value of our foreign currency contracts by [removed: $191] [added: $99] million and [removed: $138] [added: $191] million, respectively.

At January 31, [removed: 2023,] [added: 2024,] we had [removed: $1.19] [added: $1.71] billion of cash equivalents and marketable securities, including [removed: $125] [added: $354] million classified as short-term marketable securities and [removed: $102] [added: $234] million classified as long-term marketable securities.

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

*•Fusion [removed: 360*][added: (Formerly Fusion 360)*]

Fusion [removed: 360] is the first 3D CAD, CAM, and computer-aided engineering (“CAE”) tool of its kind.

The collection offers access to a wide range of our products, including AutoCAD, [removed: Fusion 360,] [added: Fusion,] Vault, and Inventor.

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

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

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-][added: project-based users and small businesses.]

We dedicate considerable technical and financial resources to research and development to deliver additional automation and insights to our customers through artificial [removed: intelligence,] [added: intelligence (“AI”),] machine learning, and generative design, which increase efficiency and sustainability and reduce waste.

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

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

We [removed: also] transact directly with our enterprise and named account customers, [removed: and] with customers through our online Autodesk branded [removed: store.][added: store, and with certain customers through our new transaction model whereby channel partners provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer.]

We have a network of approximately [removed: 1,500] [added: 1,450] resellers and distributors worldwide.

For fiscal [removed: 2023,] [added: 2024,] approximately [removed: 65%] [added: 63%] of our revenue was derived from indirect channel sales through distributors and resellers.

[removed: Additionally, as part of] [added: With] the continued growth of our online Autodesk branded [removed: store and] [added: store,] the transition to annual billings for multi-year contracts and [added: the introduction of] our new [removed: token-based Flex] [added: transaction] model, we [removed: are planning to expand] [added: will be decreasing] our [removed: transactions with] [added: sales through] value-added resellers and [removed: transact] [added: distributors and transacting] 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 [removed: customers.][added: customers, particularly in emerging regions and with federal governments.]

[removed: We also expect our] [added: The] transition to annual billings for multi-year contracts [removed: to impact] [added: impacted] the timing of our billings and cash [removed: collections.][added: collections in fiscal year 2024 and we expect this impact to continue into fiscal year 2025.]

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

[removed: Our ability to] effectively distribute our products depends in part upon the financial and business condition of our [removed: distributor and] [added: distributor,] reseller [added: and Solution Provider] networks.

The loss of, or a significant reduction in, business with any one of our major [removed: distributors or] [added: distributors,] large resellers [added: or Solution Providers] could harm our business.

[removed: Sales] [added: Revenue] through our largest distributor, [removed: Tech Data] [added: TD Synnex] Corporation and its global affiliates (collectively, [removed: “Tech Data”),] [added: “TD Synnex”),] accounted for [added: 39%,] 37%, [removed: 36%,] and [removed: 37%] [added: 36%] of our net revenue for the fiscal years ended January 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Ingram Micro Inc. (“Ingram Micro”), our second-largest distributor, accounted for [removed: 9%,] [added: 7%,] 9%, and [removed: 10%] [added: 9%] of Autodesk's total net revenue for the fiscal years ended January 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: We] [added: During fiscal 2023, we] entered into transition agreements with [removed: two] [added: certain] of our [removed: distributors Tech Data] [added: distributors, including TD Synnex] and Ingram [removed: Micro] [added: Micro,] to provide transition distribution activities for a one-to-two-year period, with potential extensions.

In connection with the transition agreements, [removed: Autodesk intends] [added: we intend] to increase our selling efforts with value-added resellers and [removed: agents.][added: Solution Providers in connection with our new transaction model.]

[removed: We] [added: Consequently, we] believe our business is not substantially dependent on [removed: either Tech Data] [added: TD Synnex] or Ingram Micro.

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

We also work directly with [removed: reseller] [added: reseller, distributor,] and [removed: distributor sales] [added: Solution Provider partner] organizations, computer manufacturers, other software developers, and peripherals manufacturers in cooperative advertising, promotions, and trade-show presentations.

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

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

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

We [removed: realize] [added: support and amplify] these opportunities [removed: in our business] through [removed: neutralizing our greenhouse gas emissions,] powering our [removed: operations] [added: business] with 100% renewable [removed: energy and promoting] [added: energy, neutralizing greenhouse gas emissions associated with our operations, developing] an inclusive [removed: culture.][added: culture and supporting students and educators with tools and training to equip the next generation of innovators.]

We advance these opportunities with industry innovators through [removed: collaboration, grants,] [added: collaboration with our customers and partners, deploying philanthropic capital to changemakers, and providing] software donations, and [removed: training.][added: training to our wider ecosystem.]

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

To continue to grow this market, we [added: invest in our tools to meet customer’s demand as well as] provide software and support to early-stage entrepreneurs, nonprofit organizations, and start-up companies who are designing clean technologies.

In fiscal year [removed: 2022,] [added: 2023,] we [removed: launched] [added: made progress on] our [removed: second] science-based GHG reduction target, to reduce Scope 1 and Scope 2 GHGs 50%, and reduce Scope 3 GHGs per dollar of gross profit [removed: 25%,] [added: 55%,] by fiscal year 2031, compared to fiscal year 2020.

Additionally, in fiscal [removed: 2022,] [added: 2023,] we were responsible for [removed: 103,000] [added: 115,000] metric tons of carbon dioxide equivalent emissions across our [removed: operational, market-based,] [added: market-based operational] boundary.

This represents a [removed: 55%] [added: 50%] reduction compared to our fiscal year 2020 base line.

In addition, our residual [removed: 103,000] [added: 115,000] metric tons of CO2e emissions were neutralized through the procurement of high quality carbon [removed: offsets.][added: offsets and removals.]

Our fiscal [removed: 2023] [added: 2024] Impact Report will be published in the second quarter of fiscal [removed: 2024.][added: 2025.]

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 [removed: and/or] [added: and] donations to nonprofit organizations; and to support organizations using design [added: and make solutions] to drive positive social and environmental impact.

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

*•BIM Collaborate Pro*

Autodesk BIM Collaborate Pro is cloud-based design collaboration and design management software that enables teams to: organize project data, democratize access, and connect; improve project visibility to deliver on time; and work together on increasingly complex projects.

*•Flow Production Tracking (currently ShotGrid)*

With the new transaction model, we are approaching the final phase of modernizing our go-to-market motion, which includes building more durable and direct relationships with our customers, updating our data infrastructure, and retiring old

information systems and business models.

We are undertaking a multi-year process to develop lifecycle solutions within and between our industry clouds, powered by shared platform services, and with our data model at its core.

Together, these will help enable Autodesk, its customers, and partners, to create more valuable, data-driven, and connected products and services.

We introduced this new transaction model for our token-based Flex offering in certain countries globally, and for most of our subscription offerings in Australia during fiscal 2024.

Dependent upon successful implementation in Australia, we intend to transition our indirect business to the new transaction model more broadly for most of our subscription offerings in North America and certain countries in Europe, Middle East, and Africa (“EMEA”) and Asia Pacific (“APAC”) during fiscal 2025 and fiscal 2026.

The new transaction model is anticipated to help customers with enhanced control and time savings through self-service, consistent pricing, and a more personalized buying experience.

Also, it will give partners and Autodesk access to essential data to improve our offerings and the customers’ buying experience.

We anticipate that our channel mix will continue to change as we scale our business.

Our ability to

See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” for further discussion.

Autodesk committed to target 1% of annual operating profit for the long-term support of our impact programs, which includes our philanthropic work and our climate commitments.

We regularly assess the evolving issues around climate and inequality and respond accordingly.

For example, we have established the Autodesk Platform Services to support innovators that build solutions to facilitate the development of a single connected ecosystem for the future of how things are designed, made, and used.

Competition is increasingly enhanced by consolidation of companies with complementary products

In addition to competitive base pay

*Flex:* A pay-as-you-go consumption option to pre-purchase tokens to access any product available with Flex for a daily rate.

*Solution Provider*: Solution Provider is the name of our channel partners who primarily serve our new transaction model customers worldwide.

Solution Providers may also be resellers in relation to Autodesk solutions.

*•CAM Solutions*

Our computer-aided manufacturing (“CAM”) software offers industry-leading solutions for computer numerical control (“CNC”) machining, inspection, and modeling for manufacturing.

A comprehensive line-up of expert products, including PowerMill, FeatureCAM, PowerInspect, PowerShare, and others, help our customers manufacture complex, innovative products and components with maximum quality, control, and production efficiency.

*•ShotGrid*

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

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

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

based users and small businesses.

We anticipate that our channel mix will continue to change, particularly as we scale our online Autodesk branded store business and our largest accounts shift towards direct-only business models.

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

For example, we created Autodesk 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.

Enforcement of intellectual

all people managers and senior employees, and hiring manager and interview classes that include training on mitigating bias and inclusive practices.

| November 2020 | | | | | | Spacemaker AS ("Spacemaker") | | | | | | The acquisition of Spacemaker strengthened and enabled Autodesk’s early-stage design and outcome-based design capabilities. | | |

In early March 2024, the Audit Committee of Autodesk’s Board of Directors commenced an internal investigation with the assistance of outside counsel and advisors regarding the Company’s free cash flow and non-GAAP operating margin practices (the “Internal Investigation”).

On March 8, 2024, the Company voluntarily contacted the U.S. Securities and Exchange Commission (“SEC”) to inform it of the Internal Investigation.

On April 3, 2024, the United States Attorney’s Office for the Northern District of California (“USAO”) contacted the Company regarding the Internal Investigation.

The Company voluntarily provided the SEC and USAO with certain documents relating to the Internal Investigation and will continue to

cooperate with the SEC and USAO.

At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.

On April 24, 2024, plaintiff Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against the Company, our Chief Executive Officer Andrew Anagnost, and our former Chief Financial Officer, Deborah L.

Clifford.

The action is captioned Michael Barkasi v.

Autodesk, Inc. et al., 3:24-cv-02431.

The complaint, which was filed shortly after the Company’s announcement of the Audit Committee of the Board of Directors’ internal investigation regarding the Company’s free cash flow and non-GAAP operating margin practices, generally alleges that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder.

The action purports to be brought on behalf of those who purchased or otherwise acquired the Company’s publicly traded securities between June 1, 2023 and April 16, 2024, and seeks unspecified damages and other relief.

The case is in its early stages and a lead plaintiff has yet to be appointed.

At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.

In addition, on June 7, 2024, a purported stockholder derivative complaint was filed in the United States District Court for the Northern District of California, naming our current directors and our Chief Strategy Officer as defendants and our company as a nominal defendant.

The complaint generally alleges violations of Section 14(a) of the Exchange Act and breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, abuse of control, and waste of corporate assets, based on similar underlying allegations contained in the purported federal securities class action complaint described above.

For the fiscal year ended January 31, [removed: 2023][added: 2024]

Yes [removed: ☒ No] ☐ [added: No ☒]

As of July [removed: 29, 2022,] [added: 31, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately [removed: 215.8] [added: 213.5] 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: 29, 2022)] [added: 31, 2023)] was approximately [removed: $47.0] [added: $45.3] billion.

As of March [removed: 7, 2023,] [added: 31, 2024,] the registrant had outstanding [removed: 214,782,702] [added: 215,446,979] shares of common stock.

| Item 1. | | | [removed: [Business](#i40d393b948284d2e98a3631b94e836fd_16)] [added: [Business](#i2ee5749ae14144388ce5d5acf3dd9401_16)] | | | [removed: [5](#i40d393b948284d2e98a3631b94e836fd_16)] [added: [5](#i2ee5749ae14144388ce5d5acf3dd9401_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i40d393b948284d2e98a3631b94e836fd_19)] [added: Factors](#i2ee5749ae14144388ce5d5acf3dd9401_19)] | | | [removed: [15](#i40d393b948284d2e98a3631b94e836fd_19)] [added: [16](#i2ee5749ae14144388ce5d5acf3dd9401_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i40d393b948284d2e98a3631b94e836fd_22)] [added: Comments](#i2ee5749ae14144388ce5d5acf3dd9401_22)] | | | [removed: [33](#i40d393b948284d2e98a3631b94e836fd_22)] [added: [35](#i2ee5749ae14144388ce5d5acf3dd9401_22)] | | |

| Item 2. | | | [removed: [Properties](#i40d393b948284d2e98a3631b94e836fd_25)] [added: [Properties](#i2ee5749ae14144388ce5d5acf3dd9401_25)] | | | [removed: [33](#i40d393b948284d2e98a3631b94e836fd_25)] [added: [36](#i2ee5749ae14144388ce5d5acf3dd9401_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i40d393b948284d2e98a3631b94e836fd_28)] [added: Proceedings](#i2ee5749ae14144388ce5d5acf3dd9401_28)] | | | [removed: [33](#i40d393b948284d2e98a3631b94e836fd_28)] [added: [36](#i2ee5749ae14144388ce5d5acf3dd9401_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i40d393b948284d2e98a3631b94e836fd_31)] [added: Disclosures](#i2ee5749ae14144388ce5d5acf3dd9401_31)] | | | [removed: [34](#i40d393b948284d2e98a3631b94e836fd_31)] [added: [37](#i2ee5749ae14144388ce5d5acf3dd9401_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i40d393b948284d2e98a3631b94e836fd_37)] [added: Securities](#i2ee5749ae14144388ce5d5acf3dd9401_37)] | | | [removed: [35](#i40d393b948284d2e98a3631b94e836fd_37)] [added: [38](#i2ee5749ae14144388ce5d5acf3dd9401_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i40d393b948284d2e98a3631b94e836fd_40)] [added: [\[Reserved\]](#i2ee5749ae14144388ce5d5acf3dd9401_40)] | | | [removed: [37](#i40d393b948284d2e98a3631b94e836fd_40)] [added: [40](#i2ee5749ae14144388ce5d5acf3dd9401_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i40d393b948284d2e98a3631b94e836fd_43)] [added: Operations](#i2ee5749ae14144388ce5d5acf3dd9401_43)] | | | [removed: [38](#i40d393b948284d2e98a3631b94e836fd_43)] [added: [41](#i2ee5749ae14144388ce5d5acf3dd9401_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i40d393b948284d2e98a3631b94e836fd_91)] [added: Risk](#i2ee5749ae14144388ce5d5acf3dd9401_91)] | | | [removed: [63](#i40d393b948284d2e98a3631b94e836fd_91)] [added: [67](#i2ee5749ae14144388ce5d5acf3dd9401_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i40d393b948284d2e98a3631b94e836fd_94)] [added: Data](#i2ee5749ae14144388ce5d5acf3dd9401_94)] | | | [removed: [64](#i40d393b948284d2e98a3631b94e836fd_94)] [added: [68](#i2ee5749ae14144388ce5d5acf3dd9401_94)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i40d393b948284d2e98a3631b94e836fd_235)] [added: Disclosure](#i2ee5749ae14144388ce5d5acf3dd9401_238)] | | | [removed: [112](#i40d393b948284d2e98a3631b94e836fd_235)] [added: [114](#i2ee5749ae14144388ce5d5acf3dd9401_238)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i40d393b948284d2e98a3631b94e836fd_238)] [added: Procedures](#i2ee5749ae14144388ce5d5acf3dd9401_241)] | | | [removed: [112](#i40d393b948284d2e98a3631b94e836fd_238)] [added: [114](#i2ee5749ae14144388ce5d5acf3dd9401_241)] | | |

| Item 9B. | | | [Other [removed: Information](#i40d393b948284d2e98a3631b94e836fd_241)] [added: Information](#i2ee5749ae14144388ce5d5acf3dd9401_244)] | | | [removed: [112](#i40d393b948284d2e98a3631b94e836fd_241)] [added: [114](#i2ee5749ae14144388ce5d5acf3dd9401_244)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i40d393b948284d2e98a3631b94e836fd_244)] [added: Inspections.](#i2ee5749ae14144388ce5d5acf3dd9401_247)] | | | [removed: [112](#i40d393b948284d2e98a3631b94e836fd_244)] [added: [115](#i2ee5749ae14144388ce5d5acf3dd9401_247)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i40d393b948284d2e98a3631b94e836fd_250)] [added: Governance](#i2ee5749ae14144388ce5d5acf3dd9401_253)] | | | [removed: [113](#i40d393b948284d2e98a3631b94e836fd_250)] [added: [116](#i2ee5749ae14144388ce5d5acf3dd9401_253)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i40d393b948284d2e98a3631b94e836fd_253)] [added: Compensation](#i2ee5749ae14144388ce5d5acf3dd9401_256)] | | | [removed: [114](#i40d393b948284d2e98a3631b94e836fd_253)] [added: [125](#i2ee5749ae14144388ce5d5acf3dd9401_256)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i40d393b948284d2e98a3631b94e836fd_256)] [added: Matters](#i2ee5749ae14144388ce5d5acf3dd9401_259)] | | | [removed: [114](#i40d393b948284d2e98a3631b94e836fd_256)] [added: [156](#i2ee5749ae14144388ce5d5acf3dd9401_259)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i40d393b948284d2e98a3631b94e836fd_259)] [added: Independence](#i2ee5749ae14144388ce5d5acf3dd9401_262)] | | | [removed: [114](#i40d393b948284d2e98a3631b94e836fd_259)] [added: [157](#i2ee5749ae14144388ce5d5acf3dd9401_262)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i40d393b948284d2e98a3631b94e836fd_262)] [added: Services](#i2ee5749ae14144388ce5d5acf3dd9401_265)] | | | [removed: [114](#i40d393b948284d2e98a3631b94e836fd_262)] [added: [158](#i2ee5749ae14144388ce5d5acf3dd9401_265)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i40d393b948284d2e98a3631b94e836fd_268)] [added: Schedules](#i2ee5749ae14144388ce5d5acf3dd9401_271)] | | | [removed: [115](#i40d393b948284d2e98a3631b94e836fd_268)] [added: [160](#i2ee5749ae14144388ce5d5acf3dd9401_271)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i40d393b948284d2e98a3631b94e836fd_274)] [added: Summary](#i2ee5749ae14144388ce5d5acf3dd9401_277)] | | | [removed: [115](#i40d393b948284d2e98a3631b94e836fd_274)] [added: [160](#i2ee5749ae14144388ce5d5acf3dd9401_277)] | | |

Forward-looking statements may appear throughout this [added: Annual Report on] Form 10-K, including the following sections: “Business” (Part I, Item 1), “Risk Factors” (Part I, Item 1A), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7).

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

EXPLANATORY NOTE

As previously announced on April 1, 2024, the Audit Committee of the Board of Directors (the “Committee”), assisted by outside counsel and advisors, initiated an internal investigation regarding the Company’s free cash flow and non-GAAP operating margin practices (the “Investigation”).

The Committee has completed its planned procedures with respect to the Investigation.

The Company’s management has determined that there will be no restatement or adjustment of any audited or unaudited, filed or previously announced, GAAP or non-GAAP financial statements, or any change to the information in the Company’s earnings release on February 29, 2024 or the Company’s previously issued guidance.

The relevant time period for the Investigation was fiscal years 2022, 2023, and 2024.

A summary of the principal findings of the Committee are set forth below:

- The Company has historically relied on multiyear contracts with its enterprise and product subscription customers, billed upfront, to help meet its free cash flow targets.

During the relevant period, the Company engaged in programs designed to incentivize customers to accept multiyear upfront billing, renew early, and/or pay before the end of the fiscal year.

- The Company has disclosed its practice of incentivizing customers to adopt multiyear upfront billing arrangements.

It has also acknowledged that discounted multiyear upfront contracts reduce revenue and lower billings in out years.

Though prior to fiscal year 2024, the Company did not quantify free cash flow attributable to multiyear upfront billings, it has noted the contribution of upfront collections to fluctuations in the Company’s quarterly reported long-term deferred revenue.

- During fiscal year 2022, the Company announced that it had begun to shift enterprise customers to contracts billed annually, and that it had assumed fiscal 2023 enterprise contracts would be billed annually.

The Company subsequently determined, however, to pursue multiyear upfront contracts with enterprise customers to help meet its fiscal year 2023 free cash flow goal.

Upfront billings of enterprise customers in fiscal year 2023 substantially exceeded historical levels, helping the Company to meet its lowered annual free cash flow target.

- In addition, during the relevant period, certain decisions regarding discretionary spending, collections, and accounts payable were informed by their anticipated effects on the Company’s external free cash flow and/or non-GAAP operating margin targets.

The resulting actions generally served to reduce reported free cash flow and/or lower reported margin in the current period.

Though free cash flow was one factor in the Company’s executive compensation program, these decisions were not calculated to influence compensation outcomes.

The Committee proposed certain remedial measures including: reviewing certain processes around financial communications and disclosures; assessing certain Company organizational functions and responsibilities; and adopting and enhancing policies, processes, and controls related to the matters investigated.

The Company separately notes that multiyear upfront billings of enterprise customers in fiscal year 2024 was substantially lower than fiscal years 2022 and 2023.

Elizabeth (Betsy) Rafael has been appointed by the Board as Interim Chief Financial Officer (Principal Financial Officer), effective May 31, 2024.

As Interim Chief Financial Officer, she is not currently an “independent director” for purposes of the Nasdaq Stock Market and has stepped down from the Committee.

She remains a director of the Company.

Deborah L.

Clifford has been appointed as the Company’s Chief Strategy Officer, reporting to the Chief Executive Officer, effective May 31, 2024.

Her responsibilities will include, among other things, corporate development, new vertical businesses that are outside our existing product groups, and the company’s Social Impact and Sustainability efforts.

| [PART I](#i2ee5749ae14144388ce5d5acf3dd9401_13) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#i2ee5749ae14144388ce5d5acf3dd9401_2290) | | | [34](#i2ee5749ae14144388ce5d5acf3dd9401_2290) | | |

| [PART II](#i2ee5749ae14144388ce5d5acf3dd9401_34) | | | | | | | | |

| [PART III](#i2ee5749ae14144388ce5d5acf3dd9401_250) | | | | | | | | |

| [PART IV](#i2ee5749ae14144388ce5d5acf3dd9401_268) | | | | | | | | |

| | | | | | | | | |

| | | | [Signatures](#i2ee5749ae14144388ce5d5acf3dd9401_283) | | | [163](#i2ee5749ae14144388ce5d5acf3dd9401_283) | | |

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for registrant’s Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference in Part III of this Form 10-K to the extent stated herein.

The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, 2023.

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

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

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

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

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

*Risk Management and Strategy*

Autodesk has established policies and processes for assessing, treating, and managing material risk from cybersecurity threats based on relevant industry standards.

These policies and processes are reviewed and updated at least annually.

We have integrated these processes into our overall risk management systems and processes.

We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may adversely affect the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct risk assessments, penetration tests, and other security assessments to identify cybersecurity threats regularly, and in the event of a material change in our business practices that may affect information systems potentially vulnerable to such cybersecurity threats.

These assessments include the identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Risks are then assigned to the appropriate owners for tracking and mitigation.

Following these assessments, we re-design, implement, and maintain reasonable safeguards, when appropriate, to minimize identified risks; reasonably address any identified gaps in existing safeguards; and continually monitor the effectiveness of our safeguards.

We devote significant resources and designate high-level personnel, including our Chief Trust Officer, who reports to our Chief Technology Officer, to manage the risk assessment and mitigation processes.

As part of our overall risk management system, we monitor and test our safeguards.

We train our workforce on these safeguards.

Personnel at all levels and departments are made aware of our cybersecurity policies through required trainings.

Cybersecurity tabletop exercises are regularly conducted for our executives and for incident response professionals.

Improvements identified at these tabletop exercises are implemented into our processes.

We engage assessors, consultants, and auditors in connection with our risk assessment processes.

These outside advisors assist us to design and implement our cybersecurity policies and procedures, as well as to monitor and test our safeguards.

We require Autodesk’s third-party service providers and suppliers to implement and maintain appropriate security measures consistent with applicable laws in connection with their work with us and to promptly report any suspected breach of their security measures that may affect our Company.

For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factors entitled “Risks Relating to Our Operations”.

*Governance*

One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.

Our board of directors is responsible for monitoring and assessing strategic risk exposure.

The board’s Audit Committee oversees the management of cybersecurity risks relating to financial, accounting, and internal control matters.

The full board receives regular updates from our senior management and outside advisors regarding cybersecurity risks Autodesk faces.

Our Enterprise Risk Management function is responsible for identifying, prioritizing, and mitigating risks that could limit Autodesk's achievement of its strategic and operational priorities.

Our executive officers are responsible for the day-to-day assessment and management of these risks.

Our Chief Trust Officer is responsible for assessing and managing material risks from cybersecurity threats.

Our Chief Trust Officer has more than twenty years of cybersecurity leadership experience, including serving in similar roles leading cybersecurity programs at other public companies.

Our Chief Trust Officer oversees our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.

The processes by which our Chief Trust Officer is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents include the following: leading Autodesk’s Trust program which implements data protection measures and processes across the organization; strategic planning of the company’s cybersecurity initiatives and objectives; cybersecurity risk mitigation efforts; managing tools and processes that support security incident monitoring and alerting; overseeing security incident response planning; managing exercises that test management’s response plans and procedures; and managing our response to suspected or actual security incidents.

Our Chief Trust Officer provides quarterly briefings to the Audit Committee regarding our cybersecurity risks and state of our Trust program, including recent cybersecurity incidents and related responses, cybersecurity systems testing, and data protection initiatives and metrics.

Our Audit Committee regularly updates the board of directors on such reports.

In addition, our Chief Trust Officer provides briefings on cybersecurity risks and activities to the board of directors at least annually.

Our Chief Trust Officer may also brief the board of directors regarding significant cybersecurity incidents.

We lease approximately [removed: 1,500,000] [added: 1,400,000] square feet of office space in [removed: 93] [added: 88] locations in the United States and internationally through our foreign subsidiaries.

Our San Francisco facilities consist of approximately 211,000 square feet under leases that have expiration dates ranging from [removed: December 2023] [added: June 2026] to December [removed: 2027.][added: 2028.]

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

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

Accordingly, we reduced the square footage of our facilities portfolio worldwide and incurred impairments to assets associated with our operating leases for real estate in the fiscal years ended January 31, 2023 and 2022.

As of January 31, [removed: 2023,] [added: 2024,] the number of common stockholders of record was [removed: 312.][added: 286.]

Autodesk’s stock repurchase [removed: programs provide] [added: program provides] 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: programs,] [added: program,] 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: programs do] [added: program does] not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, available surplus, the volume of employee stock plan activity, remaining shares available in the authorized pool, cash requirements for acquisitions, economic and market conditions, stock 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: 2023:][added: 2024:]

| *(Shares in 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) | | | | | | [removed: Maximum Number] [added: | | | | | | Approximate Dollar Value] of Shares that May Yet Be Purchased Under the Plans [removed: or Programs(2)] [added: of Program (in millions) (2)] | | |

(1)Represents shares purchased in open-market transactions under the stock repurchase [removed: programs] [added: program] approved by the Board of [removed: Directors.][added: Directors in November 2022.]

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

At January 31, [removed: 2023, 3 million shares and $5] [added: 2024, $4.74] billion remained available for repurchase under the [removed: September 2016 and] November 2022 repurchase [removed: programs approved by the Board of Directors, respectively.][added: program.]

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

There were no sales of unregistered securities during the three months ended January 31, [removed: 2023.][added: 2024.]

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, the Standard & Poor’s [removed: 500] North American Technology Software Index, [removed: which we have added this fiscal year as it is a software index] and [removed: 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: 2018,] [added: 2019,] in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, Standard & Poor’s [removed: 500] North American Technology Software Index, and the Dow Jones U.S. Software Index with reinvestment of all dividends.

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

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

| November 1 - November 30 | | | 156 | | | | | | $ | 205.50 | | | | | 156 | | | | | | | | | | | | $4,769 | | |

| December 1 - December 31 | | | 49 | | | | | | 224.39 | | | | | | 49 | | | | | | | | | | | | 4,758 | | |

| January 1 - January 31 | | | 84 | | | | | | 232.59 | | | | | | 84 | | | | | | | | | | | | 4,739 | | |

| Total | | | 289 | | | | | | $ | 216.55 | | | | | 289 | | | | | | | | | | | | | | |

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 | | | | | | | | |

| [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Subscription | | | $ | [removed: 4,651] [added: 5,116] | | | | | $ | [removed: 4,060] [added: 4,651] | | | | | $ | [removed: 3,381] [added: 4,060] | |

| Maintenance | | | [removed: 65] [added: 54] | | | | | | [removed: 76] [added: 65] | | | | | | [removed: 183] [added: 76] | | |

| Total subscription and maintenance revenue | | | [removed: 4,716] [added: 5,170] | | | | | | [removed: 4,136] [added: 4,716] | | | | | | [removed: 3,564] [added: 4,136] | | |

| Other | | | [removed: 289] [added: 327] | | | | | | [removed: 250] [added: 289] | | | | | | [removed: 226] [added: 250] | | |

| Total net revenue | | | [removed: 5,005] [added: 5,497] | | | | | | [removed: 4,386] [added: 5,005] | | | | | | [removed: 3,790] [added: 4,386] | | |

| Cost of subscription and maintenance revenue | | | [removed: 343] [added: 381] | | | | | | [removed: 299] [added: 343] | | | | | | [removed: 242] [added: 299] | | |

| Cost of other revenue | | | [removed: 79] [added: 82] | | | | | | [removed: 67] [added: 79] | | | | | | [removed: 64] [added: 67] | | |

| Amortization of developed technologies | | | [removed: 58] [added: 48] | | | | | | [removed: 52] [added: 58] | | | | | | [removed: 31] [added: 52] | | |

| Total cost of revenue | | | [removed: 480] [added: 511] | | | | | | [removed: 418] [added: 480] | | | | | | [removed: 337] [added: 418] | | |

| Gross profit | | | [removed: 4,525] [added: 4,986] | | | | | | [removed: 3,968] [added: 4,525] | | | | | | [removed: 3,453] [added: 3,968] | | |

| Marketing and sales | | | [removed: 1,745] [added: 1,823] | | | | | | [removed: 1,623] [added: 1,745] | | | | | | [removed: 1,440] [added: 1,623] | | |

| Research and development | | | [removed: 1,219] [added: 1,373] | | | | | | [removed: 1,115] [added: 1,219] | | | | | | [removed: 932] [added: 1,115] | | |

| General and administrative | | | [removed: 532] [added: 620] | | | | | | [removed: 572] [added: 532] | | | | | | [removed: 414] [added: 572] | | |

| Amortization of purchased intangibles | | | [removed: 40] [added: 42] | | | | | | 40 | | | | | | [removed: 38] [added: 40] | | |

| Total operating expenses | | | [removed: 3,536] [added: 3,858] | | | | | | [removed: 3,350] [added: 3,536] | | | | | | [removed: 2,824] [added: 3,350] | | |

| Income from operations | | | [removed: 989] [added: 1,128] | | | | | | [removed: 618] [added: 989] | | | | | | [removed: 629] [added: 618] | | |

| Interest and other [removed: expense,] [added: income (expense),] net | | | [removed: (43)] [added: 8] | | | | | | [removed: (53)] [added: (43)] | | | | | | [removed: (82)] [added: (53)] | | |

| Income before income taxes | | | [removed: 946] [added: 1,136] | | | | | | [removed: 565] [added: 946] | | | | | | [removed: 547] [added: 565] | | |

| [removed: (Provision for) benefit from] [added: Provision for] income taxes | | | [removed: (123)] [added: (230)] | | | | | | [removed: (68)] [added: (123)] | | | | | | [removed: 661] [added: (68)] | | |

| Net income | | | $ | [removed: 823] [added: 906] | | | | | $ | [removed: 497] [added: 823] | | | | | $ | [removed: 1,208] [added: 497] | |

| Basic net income per share | | | $ | [removed: 3.81] [added: 4.23] | | | | | $ | [removed: 2.26] [added: 3.81] | | | | | $ | [removed: 5.52] [added: 2.26] | |

| Diluted net income per share | | | $ | [removed: 3.78] [added: 4.19] | | | | | $ | [removed: 2.24] [added: 3.78] | | | | | $ | [removed: 5.44] [added: 2.24] | |

| Weighted average shares used in computing basic net income per share | | | [removed: 216] [added: 214] | | | | | | [removed: 220] [added: 216] | | | | | | [removed: 219] [added: 220] | | |

| Weighted average shares used in computing diluted net income per share | | | [removed: 218] [added: 216] | | | | | | [removed: 222] [added: 218] | | | | | | 222 | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net [removed: gain] (loss) [added: gain] on derivative instruments (net of tax effect of [added: $6,] $(7), [removed: $(8),] and [removed: $5)] [added: $(8))] | | | [removed: 40] [added: (41)] | | | | | | [removed: 48] [added: 40] | | | | | | [removed: (33)] [added: 48] | | |

| Change in net unrealized gain on available-for-sale securities (net of tax effect of zero for all periods presented) | | | [removed: —] [added: 2] | | | | | | [removed: 12] [added: —] | | | | | | [removed: 2] [added: 12] | | |

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

| Net change in cumulative foreign currency translation [removed: (loss) gain] [added: loss] (net of tax effect of [removed: zero,] [added: $4,] zero, and [removed: $(1))] [added: zero)] | | | [removed: (98)] [added: (5)] | | | | | | [removed: (63)] [added: (98)] | | | | | | [removed: 64] [added: (63)] | | |

| Total other comprehensive (loss) income | | | [removed: (61)] [added: (49)] | | | | | | [removed: 2] [added: (61)] | | | | | | [removed: 34] [added: 2] | | |

| Total comprehensive income | | | $ | [removed: 762] [added: 857] | | | | | $ | [removed: 499] [added: 762] | | | | | $ | [removed: 1,242] [added: 499] | |

| | | | [added: | | |] January 31, [added: 2024 | | | | | | | | | | | | | | | | | | January 31,] 2023 | | | | | | [added: | | | | | | | | |] January 31, 2022 | | | [added: | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 1,947] [added: 1,892] | | | | | $ | [removed: 1,528] [added: 1,947] | |

| Marketable securities | | | [removed: 125] [added: 354] | | | | | | [removed: 236] [added: 125] | | |

| Accounts receivable, net | | | [removed: 961] [added: 876] | | | | | | [removed: 716] [added: 961] | | |

| Prepaid expenses and other current assets | | | [removed: 308] [added: 457] | | | | | | [removed: 284] [added: 308] | | |

| Total current assets | | | [removed: 3,341] [added: 3,579] | | | | | | [removed: 2,764] [added: 3,341] | | |

| Long-term marketable securities | | | [removed: 102] [added: 234] | | | | | | [removed: 45] [added: 102] | | |

| Computer equipment, software, furniture, and leasehold improvements, net | | | [removed: 144] [added: 121] | | | | | | [removed: 162] [added: 144] | | |

| Net income | | | $ | 906 | | | | | $ | 823 | | | | | $ | 497 | |

| Net income | | | $ | 906 | | | | | $ | 823 | | | | | $ | 497 | |

| Balances, January 31, 2024 | | | 214 | | | | | | $ | 3,802 | | | | | $ | (234) | | | | | $ | (1,713) | | | | | $ | 1,855 | |

We establish SSP for most of our products and services based on observable prices when sold separately in similar circumstances to similar customers.

In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that includes market conditions and other observable inputs.

We typically have more than one SSP for individual products and services due to the stratification of those products and services by customer and circumstance.

In these instances, we use relevant information such as the product type or sales channel to determine the SSP.

Commissions paid to our solution providers that are related to contract renewals may either be commensurate or non-commensurate with commissions earned on the initial contract, depending on the commissions program.

Costs for initial contracts that are non-commensurate with commissions on renewal contracts are amortized on a straight-line basis over the period of benefit.

Autodesk’s Level 2

value below the amortized cost basis is due to credit-related factors.

| Customer relationships | | | $ | 664 | | | | | $ | (436) | | | | | $ | 228 | | | | | | | | | | | | | | | | |

| Developed technologies | | | 933 | | | | | | (765) | | | | | | 168 | | | | | | | | | | | | | | | | | |

| Total intangible assets | | | $ | 1,721 | | | | | $ | (1,315) | | | | | $ | 406 | | | | | | | | | | | | | | | | |

| Thereafter | | | 107 | | |

| | | | 622 | | | | | | 632 | | |

| Net Goodwill, beginning of the year | | | 3,625 | | | | | | 3,604 | | |

Autodesk adopted ASU 2022-03 as of February 1, 2023.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which are intended to improve reportable segment disclosure requirements.

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment.

ASU 2023-07 is effective for Autodesk’s fiscal year beginning February 1, 2024, and interim periods for Autodesk’s fiscal year beginning February 1, 2025, and should be applied on a retrospective basis to all periods presented.

Autodesk is currently evaluating the effect of adopting ASU 2023-07 on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures” (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes.

ASU 2023-09 is effective for Autodesk’s fiscal year beginning February 1, 2025 on a prospective basis.

Early adoption is permitted.

Autodesk is currently evaluating the effect of adopting ASU 2023-09 on its disclosures.

| Total net revenue | | | $ | 5,497 | | | | | $ | 5,005 | | | | | $ | 4,386 | |

| Other | | | 327 | | | | | | 289 | | | | | | 250 | | |

| Total net revenue | | | $ | 5,497 | | | | | $ | 5,005 | | | | | $ | 4,386 | |

| | | | | | | | | | January 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Agency mortgage-backed securities | | | 36 | | | | | | — | | | | | | — | | | | | | 36 | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Total | | | $ | 1,797 | | | | | $ | 13 | | | | | $ | (1) | | | | | $ | 1,809 | | | | | | | | | | | | | | | | | | | | | | |

(2)Consists primarily of mortgage-backed securities and corporate debt securities.

(3)Consists primarily of agency discount bonds, U.S. government securities, mortgage-backed securities, certificates of deposit, and agency bonds.

(4)Consists primarily of agency bonds, agency collateralized mortgage obligations, and mortgage-backed securities.

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

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

| Long-term notes payable, net | | | 2,281 | | | | | | 2,278 | | |

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

| Shares issued related to business combination | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | 6 | | |

*Change in presentation*

In the current fiscal year, the Company changed its presentation of certain subscription plan offerings in our Consolidated Statements of Operations.

Revenue from subscription plan offerings in which the customer does not utilize the cloud functionality or that do not incorporate substantial cloud functionality, previously recorded in “Subscription” have been reclassified to “Other” and “Maintenance,” as applicable.

Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects.

These reclassifications did not impact total net revenue.

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

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

| | | | As Reported | | | | | | Effect of Change in Presentation | | | | | | As Adjusted | | | | | | As Reported | | | | | | Effect of Change in Presentation | | | | | | As Adjusted | | |

| Subscription | | | $ | 4,156 | | | | | $ | (96) | | | | | $ | 4,060 | | | | | $ | 3,479 | | | | | $ | (98) | | | | | $ | 3,381 | |

| Other | | | 154 | | | | | | 96 | | | | | | 250 | | | | | | 128 | | | | | | 98 | | | | | | 226 | | |

In the current fiscal year, the Company changed its rounding presentation to the nearest whole number in millions of reported amounts, except per share data or as otherwise noted.

The current year rounding presentation has been applied to all prior year amounts presented and, in certain circumstances, this change may adjust previously reported balances.

____________________

Judgment is required to determine the SSP for each distinct performance obligation.

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

Autodesk uses foreign currency contracts not designated as

Ingram Micro Inc. (“Ingram Micro”), our second largest distributor, accounted for 9%, 9%, and 10% of Autodesk’s total net revenue for the fiscal years ended January 31, 2023, 2022 and 2021, respectively.

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

_______________

| Total intangible assets | | | $ | 1,630 | | | | | $ | (1,136) | | | | | $ | 494 | | | | | | | |

| Computer software, hardware, leasehold improvements, furniture, and equipment, net | | | $ | 144 | | | | | $ | 162 | |

Impairment charges in the fiscal year ended January 31, 2021 were not material.

When goodwill is assessed for impairment, Autodesk has the option to perform an assessment of qualitative factors of impairment (“optional assessment”) prior to necessitating a quantitative impairment test.

Should the optional assessment be used for any given fiscal year, qualitative factors to consider include cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity-specific factors; and industry and market considerations, macroeconomic conditions, and other relevant events and factors affecting the reporting unit.

If, after assessing the totality of events or circumstances, it is more likely than not that the fair value of the reporting unit is greater than its carrying value, then performing the quantitative impairment test is unnecessary.

Autodesk estimates the expected life of stock-based awards using both exercise behavior and post-vesting termination behavior as well as consideration of outstanding options.

actuarial assumptions may result in a change in the defined benefit obligation and the corresponding change to other comprehensive loss.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU No. 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

In December 2022, the FASB issued ASU No. 2022-06, “Deferral of the Sunset Date of Topic 848” which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024.

Autodesk applied the expedients in ASU No. 2020-04 through December 31, 2022.

Autodesk does not believe ASU No. 2022-03 will have a material impact on its consolidated financial statements.

___________________

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

The year ended January 31, 2022 has been adjusted to conform to the current period presentation.

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

See Note 1, “Business and Summary of Significant Accounting Policies” for further detail.

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: 2023.][added: 2024.]

Our management assessed the effectiveness of our internal control over financial reporting as of January 31, [removed: 2023.][added: 2024.]

Our management has concluded that, as of January 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the three months ended January 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

For information regarding our recent principal financial officer change, please see the Explanatory Note and Item 10, “Information About Our Executive Officers,” which are hereby incorporated by reference.

SECURITIES TRADING PLANS OF DIRECTORS AND EXECUTIVE OFFICERS

During our last fiscal quarter, the following director(s) and officer(s), as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

On December 19, 2023, Steve Blum, our Chief Operating Officer, on behalf of the BLUM FAM DECL.

TR UAD 4/20/06, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 66,740 shares of our common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until November 29, 2024, or earlier if all transactions under the trading arrangement are completed.

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a "non-10b5-1 trading arrangement” or a "non-10b5-1 trading arrangement” as defined in Regulation S-K Item 408, during the last fiscal quarter.

None.

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

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

The following sets forth certain information as of [removed: March 14, 2023,] [added: May 31, 2024,] regarding our executive officers.

| Andrew Anagnost | | | [removed: 58] [added: 59] | | | | | | President and Chief Executive Officer | | |

| Steve M. Blum | | | [removed: 58] [added: 59] | | | | | | [added: Executive Vice President and] Chief Operating Officer | | |

| Ruth Ann Keene | | | [removed: 54] [added: 55] | | | | | | [removed: EVP,] [added: Executive Vice President, Corporate Affairs,] Chief Legal Officer & [added: Corporate] Secretary | | |

| Rebecca Pearce | | | [removed: 45] [added: 46] | | | | | | [removed: EVP,] [added: Executive Vice President,] Chief People Officer | | |

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

Prior to joining Unity, Ms. Keene served as Vice President, Assistant General Counsel and Assistant Secretary of Autodesk from 2012 [added: to 2016, and had served in various legal positions at Autodesk since August 2005.]

INFORMATION ABOUT OUR DIRECTORS

The below biographies provide the name, age and certain biographical information as of March 31, 2024, about each director, and the directors’ unique qualifications to serve on the Board.

| | | | | | |

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

|  | | | Andrew Anagnost | | |

| President and Chief Executive Officer | | | | | |

| Age: 59 \| Director since 2017 | | | | |

| | | | | | |

| Dr. Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017, and Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was our Vice President, Product Suites and Web Services. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for our manufacturing division from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at Autodesk. Prior to joining Autodesk, Dr. Anagnost held various engineering, sales, marketing, and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames Research Center. Dr. Anagnost holds a Bachelor of Science degree in Mechanical Engineering from California State University, Northridge, and holds both an MS in Engineering Science and a PhD in Aeronautical Engineering and Computer Science from Stanford University. Dr. Anagnost joined the board of directors of HubSpot, Inc. in September 2023. Qualifications and Contributions Dr. Anagnost brings to the Board extensive experience in the technology industry, and has spent two decades in management roles within Autodesk. As our President and Chief Executive Officer, Dr. Anagnost possesses a deep knowledge and understanding of Autodesk’s business, operations, and employees; the opportunities and risks we face; and management’s strategy and plans for accomplishing Autodesk’s goals. Pursuant to Dr. Anagnost’s employment agreement, Autodesk has agreed to nominate Dr. Anagnost to serve as a member of the Board for as long as he is employed by Autodesk as CEO. | | | | | |

| | | | | | |

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

|  | | | Stacy J. Smith | | |

| Non-Executive Chair of the Board of Directors | | | | | |

| Age: 61 \| Director since 2011 \| Independent | | | |

| Autodesk Committees: Corporate Governance and Nominating | | | | | |

| | | | | | |

| | | | | | |

| Mr. Smith currently serves as the non-executive Chair of the Board of Directors, and as the executive chairman of Kioxia Corporation (formerly Toshiba Memory Corporation), a leading flash memory company. Mr. Smith previously served as Group President of Sales, Manufacturing and Operations at Intel Corporation from February 2017 to January 2018. He served as the Executive Vice President, Manufacturing, Operations and Sales of Intel Corporation from October 2016 to February 2017. From November 2012 to October 2016, he served as Executive Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior Vice President, Chief Financial Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from 2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served as Vice President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith has served on the board of directors of Kioxia Corporation since October 2018 and on the board of Wolfspeed, Inc. since January 2023. In March 2024, he joined the board of directors of Intel Corporation. Mr. Smith also serves on The California Chapter of The Nature Conservancy Board of Trustees and the University of Texas McCombs School of Business Advisory Board. Mr. Smith previously served on the boards of directors of Metromile, Inc., from July 2018 to February 2021, Virgin America from February 2014 until it was acquired by Alaska Air Group in December 2016, and Gevo, Inc. from June 2010 to June 2014. Qualifications and Contributions Mr. Smith is independent and his more than two decades of experience in the technology industry provide him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His management positions with Intel, including his finance and executive roles, and his time spent overseas, provide him with critical insight into the operational requirements of a global company and the management and consensus-building skills required to lead our Board as non-executive Chair and to serve on our Corporate Governance and Nominating Committee. | | | | | |

| | | | | | |

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

|  | | | Karen Blasing | | |

| Age: 67 \| Director since 2018 \| Independent | | | |

| Autodesk Committees: Audit | | | | | |

| | | | | | |

| Ms. Blasing has over 25 years of executive operational and financial leadership experience in the technology industry. Ms. Blasing served as the Chief Financial Officer of Guidewire Software, Inc., an insurance software company, from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the Chief Financial Officer for Force 10 Networks and Senior Vice President of Finance for salesforce.com, Inc. Ms. Blasing also served as Chief Financial Officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc., and held senior finance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing has also served on the boards of directors of Zscaler, Inc. since January 2017 and GitLab, Inc., since August 2019. Ms. Blasing previously served on the board of directors of Ellie Mae, Inc., from June 2015 to May 2019. Qualifications and Contributions Ms. Blasing is independent and has more than 25 years of executive operational and financial experience in the technology industry. Ms. Blasing’s experience at Guidewire Software, Force 10 Networks, salesforce.com, and Nuance Communications provides her with a strong understanding of Autodesk’s business and international operational challenges. Her experience as a chief financial officer provides her with the financial acumen necessary to serve on our Audit Committee. | | | | | |

| | | | | | |

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

|  | | | Reid French | | |

| Age: 52 \| Director since 2017 \| Independent | | | |

| Autodesk Committees: Compensation and Human Resources | | | | | |

| | | | | | |

| Mr. French has over 20 years of executive leadership experience in the software industry. Mr. French served as Chief Executive Officer of Applied Systems, Inc., a leading cloud software provider to the insurance industry, from September 2011 to June 2019, and as a member of its Board of Directors from September 2011 to January 2020. Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computer-aided design software company, from April 2005 until October 2010, when Intergraph was acquired by Hexagon AB. From October 2003 to April 2005, Mr. French was Executive Vice President of Strategic Planning and Corporate Development at Intergraph. Mr. French holds a bachelor’s degree in economics from Davidson College, where he serves on the College’s board of trustees. He also holds an M.B.A. from the Harvard Business School. He sits on the board of directors of Verint Systems Inc., JSSI, Inc. and NetDocuments Software, Inc. Qualifications and Contributions Mr. French is independent and his executive operational and strategic leadership experience in the technology industry provide him with a deep understanding of Autodesk’s technology and business. Mr. French’s years of service as an executive officer and his service on the board of directors of Applied Systems provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee. | | | | | |

| | | | | | |

| | | | | | |

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

|  | | | Dr. Ayanna Howard | | |

| Age: 52 \| Director since 2019 \| Independent | | | |

| Autodesk Committees: Audit | | | | | |

| | | | | | |

| Dr. Howard is an entrepreneur and expert in robotics, human-computer interaction, and artificial intelligence. Since March 2021, Dr. Howard has served as Dean of the College of Engineering at The Ohio State University. She is also a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering. In addition, Dr. Howard is the Founder and Chief Technology Officer of Zyrobotics, a startup that designs AI-powered STEM tools for early childhood education. Dr. Howard previously served as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering, at Georgia Institute of Technology from August 2015 to February 2021, and Chair of the School of Interactive Computing at Georgia Tech from January 2018 to February 2021. Prior to Georgia Tech, Dr. Howard served as Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist with NASA’s Jet Propulsion Laboratory. Dr. Howard serves on the board of Motorola Solutions, Inc. and serves on the advisory boards for numerous robotics and AI-based organizations. Dr. Howard holds a degree from Brown University, an M.S. and Ph.D. in Electrical Engineering from the University of Southern California, as well as an M.B.A. from the Drucker Graduate School of Management. Qualifications and Contributions Dr. Howard is independent and her executive, operational, academic, and strategic leadership experience in the technology industry provide her with a deep understanding of Autodesk’s technology and business. Her experience as an entrepreneur and founder and her business degree provide her with the financial acumen necessary to serve on our Audit Committee. | | | | | |

The information required by this Item is incorporated herein by reference to the sections entitled “Proposal One: Election of Directors,” “Security Ownership of Certain Beneficial Owners and Management,” “Governance and our Board of Directors,” and “Corporate Governance Guidelines” in our Proxy Statement.

| Deborah L. Clifford | | | 48 | | | | | | EVP and Chief Financial Officer | | |

He also served as Interim Chief Financial Officer from January 2021 to March 2021.

Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017 and as the Company’s Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017.

From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company.

Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division of the Company from March 2007 to December 2009.

Previously, Dr. Anagnost held other senior management positions at the Company.

Prior to joining the Company, Dr. Anagnost held various engineering, sales, marketing and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation.

He also served as an NRC post-doctoral fellow at NASA Ames Research Center.

Deborah L.

Clifford joined Autodesk in March 2021 and serves as Executive Vice President and Chief Financial Officer.

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

Prior to joining SurveyMonkey, Ms. Clifford served as Vice President of Financial Planning and Analysis at Autodesk from January 2018 to July 2019, and had served in various finance positions at Autodesk since September 2005, including as Vice President, Division Finance from July 2014 to December 2017.

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

Compensation Discussion and Analysis

Throughout this annual report, the individuals included in the Summary Compensation Table beginning on page 141 are referred to as our “named executive officers” or “NEOs.” For fiscal year 2024, our NEOs were:

- Andrew Anagnost, Chief Executive Officer and President;

- Deborah L.

Clifford, former Executive Vice President and Chief Financial Officer and current Chief Strategy Officer;

- Steven M.

Blum, Executive Vice President and Chief Operating Officer;

- Ruth Ann Keene, Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary;

- Rebecca Pearce, Executive Vice President and Chief People Officer.

The information in this discussion provides perspective and narrative analysis relating to, and should be read along with, the executive compensation tables beginning on page 141.

Our Compensation Discussion and Analysis provides an overview of our business performance in fiscal year 2024, highlights the key components and structure of our executive compensation program, discusses the principles underlying our compensation policies and practices, and addresses other matters we believe explain and demonstrate our performance-based compensation philosophy.

Executive Summary

Fiscal Year 2024 Strategic Priorities and Performance Highlights

Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, businesses, and the world.

In fiscal year 2024, we delivered record revenue and operating income while maintaining healthy free cash flow through the first year of our transition from up-front to annual billings for multi-year contracts.

The most significant free cash flow headwinds from this transition are now behind us which means our free cash flow reached its trough during fiscal 2024 and will mechanically rebuild over the next few years.

We achieved strong financial and competitive performance in fiscal 2024 despite macroeconomic, policy and geopolitical related headwinds.

Several factors contributed to our performance, including strong renewal rates, resilient new business growth, and expansion from a large renewal cohort of enterprise business agreements which included up-front revenue.

Our resilience comes from our subscription business model and our product and customer diversification, which balances growth across different regions and industries.

Disciplined and focused execution and strategic deployment of capital through the economic cycle will drive even greater operational velocity and efficiency within Autodesk, which will free up further resources to invest in our industry clouds and capabilities, including AI, and to sustain margin improvement.

By introducing a new transaction model to engage more directly with our customers and solution providers, we are approaching the final phase of modernizing our go-to-market motion, which has involved updating our infrastructure, retiring old systems and business models, and nurturing more direct relationships with our customers and ecosystem.

We are also undertaking a multi-year process to evolve our products into lifecycle solutions within and between our industry clouds,

powered by shared platform services, and with Autodesk’s Data Model at its core.

Together, these will enable Autodesk, our customers, and partners, to build more valuable, data-driven, and connected products and services.

Empowering innovators with design-and-make technology to achieve the new possible also enables them to build and manufacture efficiently and sustainably.

We continue to execute well in challenging times and look forward to the years ahead with excitement and optimism.

Fiscal Year 2024 Financial Highlights

- Total revenue was $5.50 billion, an increase of 10 percent as reported, and 13 percent on a constant currency basis.

Recurring revenue represents 98 percent of total.

- GAAP operating income was $1.13 billion, compared to $989 million last year.

GAAP operating margin was 21 percent, up 1 percentage point.

- Total non-GAAP income from operations was $1.96 billion, compared to $1.79 billion last year.

Non-GAAP operating margin was 36 percent, flat compared to the prior period.(1)

- Cash flow from operating activities decreased to $1.31 billion, compared to $2.07 billion in fiscal 2023.

Free cash flow decreased to $1.28 billion, compared to $2.03 billion in fiscal 2023(1).

Our free cash flow experienced a trough during fiscal year 2024 due to our transition from up-front to annual billings for multi-year contracts.

- GAAP diluted net income per share was $4.19, compared to $3.78 last year.

- Non-GAAP diluted net income per share was $7.60, compared to $6.63 last year.(1)

- 1-Y Total Shareholder Return is 18% from fiscal year 2023.

5-Y Total Shareholder Return is 72% from fiscal year 2019.

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

The following table sets forth certain information concerning the beneficial ownership of Autodesk’s common stock as of April 30, 2024, for each person or entity who is known by Autodesk to own beneficially more than 5% of the outstanding shares of Autodesk common stock, each of Autodesk’s directors, each of the named executive officers, including former executive officers, and all directors and executive officers as a group.

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

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

| 5% Stockholders, Directors and Officers (1) | | | | | | Common Stock Beneficially Owned (2) | | | | | | Percentage Beneficially Owned (3) | | |

| Principal Stockholders: | | | | | | | | | | | | | | |

| The Vanguard Group, Inc. (4) | | | | | | 19,038,582 | | | | | | 8.8 | | % |

| BlackRock, Inc. (5) | | | | | | 19,233,480 | | | | | | 8.9 | | % |

| Non-Employee Directors (6): | | | | | | | | | | | | | | |

| Stacy J. Smith | | | | | | 19,934 | | | | | | * | | |

| Karen Blasing | | | | | | 7,237 | | | | | | * | | |

| Reid French (7) | | | | | | 12,958 | | | | | | * | | |

| Dr. Ayanna Howard | | | | | | 2,241 | | | | | | * | | |

| Blake Irving | | | | | | 8,261 | | | | | | * | | |

| Mary T. McDowell | | | | | | 33,766 | | | | | | * | | |

| Stephen Milligan (8) | | | | | | 9,556 | | | | | | * | | |

| Lorrie M. Norrington | | | | | | 7,248 | | | | | | * | | |

| Betsy Rafael | | | | | | 3,237 | | | | | | * | | |

| Rami Rahim | | | | | | 2,161 | | | | | | * | | |

| Named Executive Officers: | | | | | | | | | | | | | | |

| Andrew Anagnost | | | | | | 46,011 | | | | | | * | | |

| Deborah L. Clifford | | | | | | 15,602 | | | | | | * | | |

| Steven M. Blum (9) | | | | | | 72,095 | | | | | | * | | |

| Ruth Ann Keene | | | | | | 60,063 | | | | | | * | | |

| Rebecca Pearce | | | | | | 5,865 | | | | | | * | | |

| All directors and executive officers as a group (15 individuals) | | | | | | 306,235 | | | | | | * | | |

_______________

* Represents less than one percent (1%) of the outstanding common stock.

(1)Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., One Market Street, Ste.

400, San Francisco, California 94105.

(2)The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under Rule 13d-3, beneficial ownership includes any shares the individual or entity has the right to acquire within 60 days of April 30, 2024, through the exercise of any stock option or other right.

Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.

(3)The total number of shares of common stock outstanding as of April 30, 2024, was 215,476,226.

(4)As of December 29, 2023, the reporting date of The Vanguard Group, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 13, 2024, The Vanguard Group, Inc. was deemed to have sole dispositive power with respect to 18,113,756 shares, shared voting power with respect to 285,944 shares, and shared dispositive power with respect to 924,826 shares.

The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(5)As of December 31, 2023, the reporting date of BlackRock, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on January 25, 2024, BlackRock, Inc. was deemed to have sole voting power with respect to 17,449,172 shares, sole dispositive power with respect to 19,233,480 shares.

The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(6)Directors’ holdings reported include vested awards deferred under our 2012 Outside Directors’ Stock Plan as well as unvested awards granted in fiscal year 2024 and assume they will vest in connection with the fiscal year 2025 Annual Meeting of Stockholders.

(7)Includes 20 shares held indirectly by trust.

(8)Includes 7,922 shares held indirectly by trust.

The information required by this Item is incorporated herein by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation—Equity Compensation Plan Information” in our Proxy Statement.

RELATED PARTY TRANSACTIONS

Our Audit Committee has established a written policy and procedures for review and approval of related-party transactions.

Autodesk’s Related Party Transactions Policy states that all transactions between Autodesk and its wholly owned subsidiaries and any of its directors, executive officers, nominees for director or owners of 5% or more of our stock, or their immediate family members, where the amount involved exceeds $120,000, require the approval of both our Chief Financial Officer and the Audit Committee.

If a related-party transaction subject to review involves directly or indirectly a member of the Audit Committee or the Chief Financial Officer (or one of their immediate family members), such Audit Committee member or Chief Financial Officer will recuse him or herself from the review.

The Chief Financial Officer and the Audit Committee shall approve or ratify only those transactions that are deemed to be not inconsistent with the best interests of the Company as a whole.

Non-routine transactions with vendors and suppliers of Autodesk and its wholly-owned subsidiaries require the prior written approval of the Chief Accounting Officer.

During fiscal year 2024, there were ordinary course transactions between Autodesk and certain related entities, for example for the purchase of software licenses by companies of which a director is an executive officer or where an executive officer was previously employed.

None of these transactions constituted a related-party transaction that required approval by the Audit Committee.

DIRECTOR INDEPENDENCE

Our Board believes independence is a critical component of our governance strategy, and that it’s continued independence enables it to be objective in carrying out its oversight responsibilities.

Our Corporate Governance Guidelines provide that a substantial majority of our directors will be independent and that each Committee will be made up of solely independent directors.

Autodesk’s independent directors meet regularly in executive session, without management present, as part of the quarterly Board meetings, with the intent to facilitate open discussion.

Stacy Smith, our Chair, presides at these executive sessions.

Each year, and before a new director is appointed, the Board must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities as a director.

Annually, each director also completes a detailed questionnaire that provides information about relationships that might affect the determination of independence.

Autodesk management provides the Corporate Governance and Nominating Committee and the Board with the relevant information from the questionnaires along with known facts and circumstances of any relationship bearing on the independence of a director or nominee.

The Corporate Governance and Nominating Committee then completes an assessment of each director considering all known relevant facts and circumstances concerning any relationship bearing on the independence of a director or nominee.

This process includes evaluating whether any identified relationship otherwise adversely affects a director’s independence and affirmatively determining that the director has no material relationship with Autodesk, another director, or as a partner, stockholder, or officer of an organization that has a relationship with Autodesk.

As part of its annual review process, our Corporate Governance and Nominating Committee also considers a director’s tenure.

As required by the Nasdaq listing standards, a majority of the members of our Board qualify as “independent.” The Board has determined that, with the exception of Dr. Anagnost, our President and CEO, and Ms. Rafael, our Interim CFO, all of its members are “independent directors” as that term is defined by applicable Nasdaq listing standards.

That definition includes a series of objective tests, including that the director is not an employee of the company and has not engaged in various types of business dealings with the company.

In addition, as further required by applicable Nasdaq listing standards, the Board has made a subjective determination as to each independent director that no relationships exist that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based on the review and recommendation by the Corporate Governance and Nominating Committee, the Board analyzed the independence of each director.

The Board determined that Mses.

Blasing, Howard, McDowell, and Norrington, and Messrs.

French, Irving, Milligan, Rahim and Smith meet the standards of independence under our Corporate Governance Guidelines and the Nasdaq listing standards, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment.

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

2.*Financial Statement Schedule*: The following financial statement schedule of Autodesk, Inc., for the fiscal years ended January 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Autodesk, Inc.:

The following table presents fees billed for professional audit services and other services rendered to Autodesk by EY and its affiliates for the fiscal years ended January 31, 2024 and 2023.

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

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

| | | | | | | Fiscal Year 2024 | | | | | | Fiscal Year 2023 | | |

| | | | | | | (in millions) | | | | | | | | |

| Audit Fees (1) | | | | | | $ | 9.3 | | | | | $ | 6.8 | |

| Audit-Related Fees (2) | | | | | | — | | | | | | 0.2 | | |

| Tax Fees (3) | | | | | | 0.3 | | | | | | 0.2 | | |

| All Other Fees (4) | | | | | | — | | | | | | 0.1 | | |

| Total | | | | | | $ | 9.6 | | | | | $ | 7.3 | |

_________________

(1)Audit Fees consisted of fees billed for professional services rendered for the integrated audit of Autodesk’s annual financial statements and management’s report on internal controls included in Autodesk's Annual Reports on Form 10-K, for the review of the financial statements included in Autodesk’s Quarterly Reports on Form 10-Q, and for other services, including statutory audits and services rendered in connection with SEC filings.

(2)Audit-Related Fees consisted of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

This category includes fees arising from accounting-related consulting services.

(3)Tax Fees consisted of fees billed for tax compliance, consultation, and planning services.

(4)Other fees consisted of fees for permissible training programs and subscription fees for an online accounting research tool.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

Generally, all audit and non-audit services provided by EY and its affiliates to Autodesk must be pre-approved by the Audit Committee.

The Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees (separately describing audit-related services, tax services, and other services) expected to be provided by EY and its affiliates during the year.

The Audit Committee is also responsible for the audit fee negotiations associated with Autodesk’s retention of EY.

Periodically, the Audit Committee receives an update of all pre-approved audit and non-audit services conducted, and information regarding any new audit and non-audit services to be provided by EY and its affiliates.

The Audit Committee reviews the update and approves the proposed services if they are deemed acceptable.

To ensure prompt handling of unexpected matters, the Chair of the Audit Committee has authority to amend or modify the list of approved audit and non-audit services and fees so long as such additional or amended services do not affect EY's independence under applicable SEC rules.

The Chair reports any such action taken at subsequent Audit Committee meetings.

The information required by this Item is incorporated herein by reference to the sections entitled “Proposal Two—Ratification of the Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement.

| Partner program reserves (1) | | | [removed: $ |] 64 | | | | | [added: |] 928 | | | | | | 902 | | | | | | [removed: $ |] 90 | | [added: |]

| Partner [removed: program] [added: Program] reserves (1) | | | [removed: $ |] 64 | | | | | [added: |] 623 | | | | | | 623 | | | | | | [removed: $ |] 64 | | [added: |]

| Fiscal Year Ended January 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | |

| Partner program reserves (1) | | | $ | 90 | | | | | $ | 1,071 | | | | | $ | 1,058 | | | | | $ | 103 | |

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

| 3.1 | | | [Amended and Restated Certificate of Incorporation of [removed: Registrant](http://www.sec.gov/Archives/edgar/data/769397/000119312506068809/dex31.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000119312506068809/dex31.htm)] | | | | | | 10-K | | | 000-14338 | | | 3.1 | | | 3/20/2006 | | |

| 4.1 | | | [Indenture dated December 13, 2012, by and between the Registrant and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/769397/000119312512501656/d452709dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/769397/000119312512501656/d452709dex41.htm)] | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 12/13/2012 | | |

| 4.2 | | | [First Supplemental Indenture (including Form of Notes) dated December 13, 2012, by and between the Registrant and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/769397/000119312512501656/d452709dex42.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/769397/000119312512501656/d452709dex42.htm)] | | | | | | 8-K | | | 000-14338 | | | 4.2 | | | 12/13/2012 | | |

| 4.3 | | | [Third Supplemental Indenture (including Form of Notes) dated June 8, 2017, by and between the Registrant and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/769397/000119312517198513/d399645dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/769397/000119312517198513/d399645dex41.htm)] | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 6/8/2017 | | |

| 4.4 | | | [Fourth Supplemental Indenture (including Form of Notes) dated January 14, 2020, by and between the Registrant and U.S. National Bank [removed: Association](http://www.sec.gov/Archives/edgar/data/769397/000119312520006887/d817406dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/769397/000119312520006887/d817406dex41.htm)] | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 1/14/2020 | | |

| 4.5 | | | [Fifth Supplemental Indenture, dated October 7, 2021, by and [removed: 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] [added: between Registrant 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 | | |

| 10.1* | | | [Description of Registrant's Performance Stock Unit [removed: Program](http://www.sec.gov/Archives/edgar/data/769397/000076939718000015/form8-kx2018xmarchx21item5.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/769397/000076939718000015/form8-kx2018xmarchx21item5.htm)] | | | | | | 8-K | | | 000-14338 | | | | | | 3/26/2018 | | |

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

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

| 10.4* | | | [Registrant's 2012 Employee Stock Plan Form of Severance 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/769397/000076939716000087/adsk07312016ex103.htm)] | | | | | | 10-Q | | | 000-14338 | | | 10.3 | | | 8/30/2016 | | |

| 10.5* | | | [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](https://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex102.htm)] | | | | | | 8-K | | | 000-14338 | | | 10.2 | | | 3/13/2012 | | |

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

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

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

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

| 10.10* | | | [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](https://www.sec.gov/Archives/edgar/data/769397/000119312512112024/d314351dex105.htm)] | | | | | | 8-K | | | 000-14338 | | | 10.5 | | | 3/13/2012 | | |

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

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

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

| 10.15* | | | [Form of Indemnification Agreement executed by the Registrant and each of its officers and [removed: directors](http://www.sec.gov/Archives/edgar/data/769397/000119312505067261/dex108.htm)] [added: directors](https://www.sec.gov/Archives/edgar/data/769397/000119312505067261/dex108.htm)] | | | | | | 10-K | | | 000-14338 | | | 10.8 | | | 3/31/2005 | | |

| 10.16 | | | [Form of Qualified Retirement Agreement under [removed: 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] [added: the Registrant Amended] and Restated Severance Plan and Summary Plan Description dated March 25, 2021](https://www.sec.gov/Archives/edgar/data/769397/000076939721000075/exh101formofqualifiedretir.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 9/1/2021 | | |

| 10.17.1* | | | [Employment Agreement, dated as of June 19, 2017, by and between the Registrant and Andrew [removed: Anagnost](http://www.sec.gov/Archives/edgar/data/769397/000119312517207116/d372890dex101.htm)] [added: Anagnost](https://www.sec.gov/Archives/edgar/data/769397/000119312517207116/d372890dex101.htm)] | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | 6/19/2017 | | |

| 10.19* | | | [removed: [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] [added: [Registrant Amended] and Restated Severance Plan and Summary Plan Description dated March 25, 2021](https://www.sec.gov/Archives/edgar/data/769397/000076939721000017/exh991severanceplan.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.2 | | | 6/3/2021 | | |

| 10.23 | | | [Autodesk, Inc. 2022 Equity Incentive Plan Form of Global RSU [removed: Agreement](https://www.sec.gov/Archives/edgar/data/769397/000076939722000079/exhibit102globalrsuagreeme.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/autodesk-globalrsuagreemen.htm)] | | | [added: X] | | | [removed: 8-K] | | | [removed: 000-14338] | | | [removed: 10.2] | | | [removed: 06/21/2022] | | |

| 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) | | | [removed: X] | | | [added: 10-K] | | | [added: 000-14338] | | | [added: 10.26] | | | [added: 03/14/2023] | | |

| 21.1 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/adsk01312023ex211.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex211.htm)] | | | X | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939723000036/adsk01312023ex231.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex231.htm)] | | | X | | | | | | | | | | | | | | |

| 24.1 | | | [Power of Attorney (contained in the signature page to this Annual Report on Form [removed: 10-K)](#i40d393b948284d2e98a3631b94e836fd_283)] [added: 10-K)](#i2ee5749ae14144388ce5d5acf3dd9401_286)] | | | 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/769397/000076939723000036/adsk01312023ex311.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex311.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/769397/000076939723000036/adsk01312023ex312.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex312.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/769397/000076939723000036/adsk01312023ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex321.htm)] | | | X | | | | | | | | | | | | | | |

[removed: Clifford] [added: KNOW ALL PERSONS BY THESE PRESENTS, that] each [added: person whose signature appears below constitutes and appoints Andrew Anagnost and Elizabeth Rafael each] as his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

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 [removed: March 14, 2023.][added: June 10, 2024.]

| /s/ [removed: DEBORAH L. CLIFFORD] [added: STEPHEN W. HOPE] | | | | | | [removed: Executive] [added: Senior] Vice President and Chief [removed: Financial] [added: Accounting] Officer (Principal [removed: Financial] [added: Accounting] Officer) | | |

| 19.1 | | | [Autodesk Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adskinsidertradingpolicy.htm) | | | X | | | | | | | | | | | | | | |

| 97.1 | | | [Autodesk, Inc. Clawback Policy](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/clawbackpolicyupdated.htm) | | | X | | | | | | | | | | | | | | |

| Dated: | | | June 10, 2024 | | | | | | | | |

| /s/ ELIZABETH RAFAEL | | | | | | Interim Chief Financial Officer, Director (Principal Financial Officer) | | |

| | | | | | | | | |

| | | | | | | | | |

| Dated: | | | March 14, 2023 | | | | | | | | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Anagnost and Deborah L.

| Deborah L. Clifford | | | | | | | | |

| /s/ STEPHEN W. HOPE | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | |

| /s/ ELIZABETH RAFAEL | | | | | | Director | | |