Item 1. FINANCIAL STATEMENTS

AUTODESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

			Three Months Ended April 30,
			2022						2021
Net revenue:
Subscription			$	1,089					$	927
Maintenance			18						19
Total subscription and maintenance revenue			1,107						946
Other			63						43
Total net revenue			1,170						989
Cost of revenue:
Cost of subscription and maintenance revenue			84						68
Cost of other revenue			19						14
Amortization of developed technologies			14						10
Total cost of revenue			117						92
Gross profit			1,053						897
Operating expenses:
Marketing and sales			419						377
Research and development			289						266
General and administrative			120						112
Amortization of purchased intangibles			11						8
Total operating expenses			839						763
Income from operations			214						134
Interest and other expense, net			(19)						(3)
Income before income taxes			195						131
(Provision) benefit for income taxes			(49)						25
Net income			$	146					$	156
Basic net income per share			$	0.67					$	0.71
Diluted net income per share			$	0.67					$	0.70
Weighted average shares used in computing basic net income per share			217						220
Weighted average shares used in computing diluted net income per share			219						222

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

			Three Months Ended April 30,
			2022						2021
Net income			$	146					$	156
Other comprehensive (loss) income, net of reclassifications:
Net gain on derivative instruments (net of tax effect of $(8) and $(2), respectively)			55						10
Change in net unrealized (loss) gain on available-for-sale debt securities (net of tax effect of zero for all periods presented)			(1)						4
Change in defined benefit pension items (net of tax effect of zero for all periods presented)			(3)						—
Net change in cumulative foreign currency translation (loss) gain (net of tax effect of zero and $(2), respectively)			(75)						10
Total other comprehensive (loss) income			(24)						24
Total comprehensive income			$	122					$	180

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

			April 30, 2022						January 31, 2022
ASSETS
Current assets:
Cash and cash equivalents			$	1,518					$	1,528
Marketable securities			67						236
Accounts receivable, net			384						716
Prepaid expenses and other current assets			389						284
Total current assets			2,358						2,764
Long-term marketable securities			39						45
Computer equipment, software, furniture and leasehold improvements, net			162						162
Operating lease right-of-use assets			303						305
Intangible assets, net			479						494
Goodwill			3,642						3,604
Deferred income taxes, net			759						741
Long-term other assets			519						492
Total assets			$	8,261					$	8,607
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	135					$	121
Accrued compensation			220						341
Accrued income taxes			50						30
Deferred revenue			2,809						2,863
Operating lease liabilities			77						87
Current portion of long-term notes payable, net			350						350
Other accrued liabilities			160						217
Total current liabilities			3,801						4,009
Long-term deferred revenue			940						927
Long-term operating lease liabilities			347						346
Long-term income taxes payable			37						20
Long-term deferred income taxes			34						29
Long-term notes payable, net			2,279						2,278
Long-term other liabilities			142						149
Stockholders’ equity:
Common stock and additional paid-in capital			2,972						2,923
Accumulated other comprehensive loss			(148)						(124)
Accumulated deficit			(2,143)						(1,950)
Total stockholders’ equity			681						849
Total liabilities and stockholders’ equity			$	8,261					$	8,607

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

			Three Months Ended April 30,
			2022						2021
Operating activities:
Net income			$	146					$	156
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion			38						33
Stock-based compensation expense			152						116
Deferred income taxes			(22)						19
Lease-related asset impairments			2						—
Other			27						19
Changes in operating assets and liabilities, net of business combinations:
Accounts receivable			332						324
Prepaid expenses and other assets			(23)						(126)
Accounts payable and other liabilities			(218)						(182)
Deferred revenue			(38)						(28)
Accrued income taxes			38						5
Net cash provided by operating activities			434						336
Investing activities:
Purchases of marketable securities			(29)						—
Sales and maturities of marketable securities			202						4
Capital expenditures			(12)						(20)
Purchases of developed technologies			(4)						(1)
Business combinations, net of cash acquired			(96)						(1,032)
Other investing activities			(30)						9
Net cash provided by (used in) investing activities			31						(1,040)
Financing activities:
Proceeds from issuance of common stock, net of issuance costs			67						64
Taxes paid related to net share settlement of equity awards			(70)						(55)
Repurchases of common stock			(457)						(151)
Net cash used in financing activities			(460)						(142)
Effect of exchange rate changes on cash and cash equivalents			(15)						(3)
Net decrease in cash and cash equivalents			(10)						(849)
Cash and cash equivalents at beginning of period			1,528						1,772
Cash and cash equivalents at end of period			$	1,518					$	923
Supplemental cash flow disclosure:
Non-cash financing activities:
Fair value of common stock issued related to business combination			$	10					$	3

See accompanying Notes to Condensed Consolidated Financial Statements.

AUTODESK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In millions, except share and per share data, or as otherwise noted)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Autodesk, Inc. (“Autodesk,” “we,” “us,” “our,” or the “Company”) as of April 30, 2022, and for the three months ended April 30, 2022 and 2021, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information along with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In management’s opinion, Autodesk made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the results of operations for the three months ended April 30, 2022, are not necessarily indicative of the results for the entire fiscal year ending January 31, 2023, or for any other period. Further, the balance sheet as of January 31, 2022, has been derived from the audited Consolidated Balance Sheet as of this date. There have been no material changes, other than what is discussed herein, to Autodesk's significant accounting policies as compared to the significant accounting policies disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2022. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes, together with management’s discussion and analysis of financial position and results of operations, contained in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed on March 14, 2022.

Change in presentation

During the quarter ended April 30, 2022, the Company changed its presentation of certain subscription plan offerings in our Condensed 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*.*

The effect of the change on the Condensed Consolidated Statements of Operations for the three months ended April 30, 2021, was as follows:

			As Reported Three Months Ended April 30, 2021						Effect of Change in Presentation						As Adjusted Three Months Ended April 30, 2021
Net revenue:
Subscription			$	948					$	(21)					$	927
Other			22						21						43
Total net revenue			989						—						989

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.

2. Recently Issued Accounting Standards

With the exception of those discussed below, there have been no recent changes in accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or adopted by the Company during the three months ended April 30, 2022, that are applicable to the Company.

Accounting Standards Adopted

In March 2020, 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. The amendments are effective for all entities as of March 12, 2020, through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. Autodesk will apply the expedients in ASU No. 2020-04 through December 31, 2022. Autodesk does not believe ASU No. 2020-04 will have a material impact on its consolidated financial statements.

3. Revenue Recognition

Revenue Disaggregation

Autodesk recognizes revenue from the sale of (1) product subscriptions, cloud service offerings, and enterprise business agreements (“EBAs”), (2) renewal fees for existing maintenance plan agreements that were initially purchased with a perpetual software license, and (3) consulting, training, and other goods and services. The three categories are presented as line items on Autodesk's Condensed Consolidated Statements of Operations.

Information regarding the components of Autodesk's net revenue from contracts with customers by product family, geographic location, sales channel, and product type is as follows:

			Three Months Ended April 30,
			2022						2021
Net revenue by product family:
Architecture, Engineering and Construction			$	518					$	443
AutoCAD and AutoCAD LT			346						285
Manufacturing			225						197
Media and Entertainment			68						55
Other			13						9
Total net revenue			$	1,170					$	989
Net revenue by geographic area:
Americas
U.S.			$	398					$	324
Other Americas			86						67
Total Americas			484						391
Europe, Middle East and Africa			449						383
Asia Pacific			237						215
Total net revenue			$	1,170					$	989
Net revenue by sales channel:
Indirect			$	769					$	661
Direct			401						328
Total net revenue			$	1,170					$	989
Net revenue by product type:
Design			$	1,004					$	865
Make			103						81
Other			63						43
Total net revenue			$	1,170					$	989

Payments for product subscriptions, industry collections, cloud subscriptions, and maintenance subscriptions are typically due up front with payment terms of 30 to 45 days. Payments on EBAs are typically due in annual installments over the contract term, with payment terms of 30 to 60 days. Autodesk does not have any material variable consideration, such as obligations for returns, refunds, warranties, or amounts due to customers for which significant estimation or judgment is required as of the reporting date.

Remaining performance obligations consist of total short-term, long-term, and unbilled deferred revenue. As of April 30, 2022, Autodesk had remaining performance obligations of $4.68 billion, which represents the total contract price allocated to remaining performance obligations, which are generally recognized over the next three years. We expect to recognize $3.14 billion or 67% of our remaining performance obligations as revenue during the next 12 months. We expect to recognize the remaining $1.54 billion or 33% of our remaining performance obligations as revenue thereafter.

The amount of remaining performance obligations may be impacted by the specific timing, duration, and size of customer subscription and support agreements, the specific timing of customer renewals, and foreign currency fluctuations.

Contract Balances

We receive payments from customers based on a billing schedule as established in our contracts. Contract assets relate to performance completed in advance of scheduled billings. Contract assets were not material as of April 30, 2022. Deferred

revenue relates to billings in advance of performance under the contract. The primary changes in our contract assets and deferred revenues are due to our performance under the contracts and billings.

Revenue recognized during the three months ended April 30, 2022 and 2021, that was included in the deferred revenue balances at January 31, 2022 and 2021, was $987 million and $838 million, respectively. The satisfaction of performance obligations typically lags behind payments received under revenue contracts from customers.

4. Concentration of Credit Risk

Autodesk places its cash, cash equivalents, and marketable securities in highly liquid instruments with, and in the custody of, multiple diversified financial institutions globally with high credit ratings, and limits the amounts invested with any one institution, type of security, and issuer. Autodesk’s primary commercial banking relationship is with Citigroup Inc. and its global affiliates. Citibank, N.A., an affiliate of Citigroup, is one of the lead lenders and an agent in the syndicate of Autodesk’s $1.5 billion revolving credit facility. See Note 14, “Borrowing Arrangements,” in the Notes to Condensed Consolidated Financial Statements for further discussion.

Total sales to the Company's largest distributor Tech Data Corporation and its global affiliates (“Tech Data”) accounted for 36% of Autodesk’s total net revenue during both the three months ended April 30, 2022 and 2021. The majority of the net revenue from sales to Tech Data is for sales outside of the United States. In addition, Tech Data accounted for 28% and 24% of trade accounts receivable at April 30, 2022, and January 31, 2022, respectively. Ingram Micro Inc. (“Ingram Micro”) accounted for 9% and 10% of Autodesk's total net revenue during the three months ended April 30, 2022 and 2021, respectively. No other customer accounted for more than 10% of Autodesk's total net revenue or trade accounts receivable for each of the respective periods.

5. Financial Instruments

The following tables summarize the Company's financial instruments' by significant investment category as of April 30, 2022, and January 31, 2022:

			April 30, 2022
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
Cash equivalents (1):
Money market funds			$	531					$	—					$	—					$	531
Commercial paper			117						—						—						117
U.S. government securities			20						—						—						20
Agency discount notes			8						—						—						8
Other (2)			8						—						—						8
Marketable securities:
Short-term
Corporate debt securities			28						—						—						28
Asset backed securities			20						—						—						20
Certificates of deposit			10						—						—						10
Commercial paper			6						—						—						6
Other (3)			1						2						—						3
Long-term
Corporate debt securities			39						—						—						39
Mutual funds (4) (5)			78						8						(1)						85
Convertible debt securities (5)			3						—						—						3
Total			$	869					$	10					$	(1)					$	878

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(1)Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.

(2)Consists of custody cash deposits, sovereign bonds, asset backed securities, and certificates of deposit.

(3)Consists of common stock and municipal bonds.

(4)See Note 12, “Deferred Compensation” for more information.

(5)Included in “Prepaid expenses and other current assets” or “Long-term other assets” in the accompanying Condensed Consolidated Balance Sheets.

			January 31, 2022
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
Cash equivalents (1):
Money market funds			$	302					$	—					$	—					$	302
Commercial paper			55						—						—						55
U.S government securities			25						—						—						25
Custody cash deposit			18						—						—						18
Corporate debt securities			18						—						—						18
Certificates of deposit			6						—						—						6
Other (2)			4						—						—						4
Marketable securities:
Short-term
Commercial paper			103						—						—						103
Corporate debt securities			61						—						—						61
Asset backed securities			26						—						—						26
Certificate of deposit			14						—						—						14
U.S. government securities			13						—						—						13
Municipal bonds			11						—						—						11
Common Stock			—						4						—						4
Other (3)			4						—						—						4
Long-term
Corporate debt securities			44						—						—						44
Other (4)			1						—						—						1
Mutual funds (5) (6)			74						16						(1)						89
Total			$	779					$	20					$	(1)					$	798

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(1)Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.

(2)Consists of sovereign bonds and municipal bonds.

(3)Consists of sovereign bonds and supranational bonds.

(4)Consists of asset backed securities.

(5)See Note 12, “Deferred Compensation” for more information.

(6)Included in “Prepaid expenses and other current assets,” or “Long-term other assets,” in the accompanying Condensed Consolidated Balance Sheets.

The following table summarizes the fair values of investments classified as marketable debt securities by contractual maturity date as of April 30, 2022:

			Fair Value
Due within 1 year			$	33
Due in 1 year through 5 years			71
Total			$	104

As of both April 30, 2022, and January 31, 2022, Autodesk had no material unrealized losses, individually and in the aggregate, for marketable debt securities that are in a continuous unrealized loss position for greater than 12 months. Total unrealized gains for securities with net gains in accumulated other comprehensive income were not material for the three months ended April 30, 2022.

Autodesk monitors all marketable debt securities for potential credit losses by reviewing indicators such as, but not limited to, current credit rating, change in credit rating, credit outlook, and default risk. There were no allowances for credit

losses as of both April 30, 2022, and January 31, 2022. There were no write offs of accrued interest receivables for both the three months ended April 30, 2022 and 2021.

There was no realized gain or loss for the sales or redemptions of marketable debt securities during both the three months ended April 30, 2022 and 2021. Realized gains and losses from the sales or redemptions of marketable debt securities are recorded in “Interest and other expense, net” on the Company's Condensed Consolidated Statements of Operations.

Proceeds from the sale and maturity of marketable debt securities were as follows:

			Three Months Ended April 30,
			2022						2021
Marketable debt securities			$	202					$	4

Strategic investment equity securities

As of April 30, 2022, and January 31, 2022, Autodesk had $157 million and $134 million, respectively, in direct investments in privately held companies. These strategic investment equity securities do not have readily determined fair values, and Autodesk uses the measurement alternative to account for the adjustment to these investments in a given quarter. If Autodesk determines that an impairment has occurred, Autodesk writes down the investment to its fair value.

Adjustments to the carrying value of our strategic investment equity securities with no readily determined fair values measured using the measurement alternative are included in “Interest and other expense, net” on the Company's Condensed Consolidated Statements of Operations. These adjustments were as follows:

			Three Months Ended April 30,												Cumulative Amount as of
			2022						2021						April 30, 2022
Upward adjustments			$	—					$	1					$	23
Negative adjustments, including impairments			(2)						(4)						(79)
Net adjustments			$	(2)					$	(3)					$	(56)

During the three months ended April 30, 2022, Autodesk recognized no gains on the disposition of strategic investment equity securities. During the three months ended April 30, 2021, Autodesk recognized gains of $8 million on the disposition of strategic investment equity securities.

Fair Value

Autodesk applies fair value accounting for certain financial assets and liabilities, which consist of cash equivalents, marketable securities, and other financial instruments, on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following tables summarize the Company's financial instruments measured at fair value on a recurring basis by significant investment category as of April 30, 2022, and January 31, 2022:

																								April 30, 2022
																											Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents (1):
Money market funds																											$	531					$	—					$	—					$	531
Commercial paper																											—						117						—						117
U.S. government securities																											—						20						—						20
Agency discount notes																											—						8						—						8
Other (2)																											3						5						—						8
Marketable securities:
Short-term
Corporate debt securities																											—						28						—						28
Asset backed securities																											—						20						—						20
Certificates of deposit																											—						10						—						10
Commercial paper																											—						6						—						6
Other (3)																											2						1						—						3
Long-term
Corporate debt securities																											—						39						—						39
Long-term other assets:
Mutual funds (4) (5)																											85						—						—						85
Convertible debt securities																											—						—						3						3
Derivative assets (5):
Derivative contract assets																											—						94						—						94
Strategic investments derivative assets																											—						—						2						2
Derivative liabilities (6):
Derivative contract liabilities																											—						(20)						—						(20)
Total																											$	621					$	328					$	5					$	954

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(1)Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.

(2)Consists of custody cash deposits, sovereign bonds, asset backed securities, and certificates of deposit.

(3)Consists of common stock and municipal bonds.

(4)See Note 12, “Deferred Compensation” for more information.

(5)Included in “Prepaid expenses and other current assets” or “Long-term other assets” in the accompanying Condensed Consolidated Balance Sheets.

(6)Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.

						January 31, 2022
						Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents (1):
Money market funds						$	302					$	—					$	—					$	302
Commercial paper						—						55						—						55
U.S government securities						—						25						—						25
Custody cash deposit						18						—						—						18
Corporate debt securities						—						18						—						18
Certificates of deposit						—						6						—						6
Other (2)						—						4						—						4
Marketable securities:
Short-term
Commercial paper						—						103						—						103
Corporate debt securities						—						61						—						61
Asset backed securities						—						26						—						26
Certificate of deposit						—						14						—						14
U.S. government securities						—						13						—						13
Municipal bonds						—						11						—						11
Common Stock						4						—						—						4
Other (3)						—						4						—						4
Long-term
Corporate debt securities						—						44						—						44
Other (4)						—						1						—						1
Long-term other assets:
Mutual funds (5) (6)						89						—						—						89
Derivative assets:
Derivative contract assets (6)						—						18						—						18
Derivative liabilities:
Derivative contract liabilities (7)						—						(11)						—						(11)
Total						$	413					$	392					$	—					$	805

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(1)Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.

(2)Consists of sovereign bonds and municipal bonds.

(3)Consists of sovereign bonds and supranational bonds.

(4)Consists of asset backed securities.

(5)See Note 12, “Deferred Compensation” for more information.

(6)Included in “Prepaid expenses and other current assets,” or “Long-term other assets,” in the accompanying Condensed Consolidated Balance Sheets.

(7)Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.

A reconciliation of the change in Autodesk’s Level 3 items for the three months ended April 30, 2022, is as follows:

						Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
						Derivative Contract						Convertible Debt Securities						Total
Balances, January 31, 2022						$	—					$	—					$	—
Purchases						2						3						5
Balances, April 30, 2022						$	2					$	3					$	5

6. Equity Compensation

Restricted Stock Units

A summary of restricted stock activity for the three months ended April 30, 2022, is as follows:

			Unvested restricted stock units						Weighted average grant date fair value per share
			(in thousands)
Unvested restricted stock units at January 31, 2022			4,033						$	251.17
Granted			2,738						199.16
Vested			(1,018)						256.17
Canceled/Forfeited			(161)						242.48
Performance Adjustment (1)			(2)						299.07
Unvested restricted stock units at April 30, 2022			5,590						$	225.12

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(1)Based on Autodesk's financial results and relative total stockholder return for the fiscal 2022 performance period. The performance stock units were attained at rates ranging from 87% to 113% of the target award.

The fair value of the shares vested during the three months ended April 30, 2022 and 2021, was $214 million and $149 million, respectively.

During the three months ended April 30, 2022, Autodesk granted 2,392 thousand restricted stock units. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights.

Autodesk recorded stock-based compensation expense related to restricted stock units of $117 million and $90 million during the three months ended April 30, 2022 and 2021, respectively.

During the three months ended April 30, 2022, Autodesk granted 231 thousand performance stock units for which the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated service and performance period. The performance criteria for the performance stock units are based on revenue and free cash flow goals adopted by the Compensation and Human Resource Committee and total stockholder return compared against companies in the S&P North American Technology Software Index with a market capitalization over $2.0 billion (“Relative TSR”). The fair value of the performance stock units is expensed using the accelerated attribution method over the three-year vesting period and have the following vesting schedule:

• Up to one third of the performance stock units may vest following year one, depending upon the achievement of the performance criteria for fiscal 2023 as well as 1-year Relative TSR (covering year one).

• Up to one third of the performance stock units may vest following year two, depending upon the achievement of the performance criteria for year two as well as 2-year Relative TSR (covering years one and two).

• Up to one third of the performance stock units may vest following year three, depending upon the achievement of the performance criteria for year three as well as 3-year Relative TSR (covering years one, two and three).

The performance criteria for the performance stock units vested during the three months ended April 30, 2022, was based on revenue and free cash flow goals adopted by the Compensation and Human Resource Committee.

Additionally, during the three months ended April 30, 2022, Autodesk granted 115 thousand performance stock units, as part of a program offering certain employees the option to receive equity in lieu of the opportunity to receive an annual cash incentive award. The ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated service and performance period. The performance criteria for the performance stock units are based on revenue and Non-GAAP income from operations targets adopted by the Compensation and Human Resource Committee. The fair value of these performance stock units is expensed using the accelerated attribution method over the one-year vesting period.

Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights.

Autodesk recorded stock-based compensation expense related to performance stock units of $15 million and $12 million for the three months ended April 30, 2022 and 2021, respectively.

Common Stock

Autodesk agreed to issue a fixed amount of $5 million in common stock at a future date to certain employees in connection with a fiscal 2021 acquisition. Issuance of the common stock is dependent on the respective employees’ continued employment through the vesting period. The number of shares to be issued will be determined based on the closing price of Autodesk’s common stock at the issuance date. During fiscal 2022, Autodesk issued 8,300 shares at an aggregate fair value of $3 million. Remaining shares to be issued are estimated to be 11 thousand based on the closing price of Autodesk’s common stock on April 29, 2022, the last trading day of the fiscal quarter. The awards are accounted for as liability-classified awards and are recognized as compensation expense using the straight-line method over the vesting period.

Autodesk issued 73,632 shares of restricted common stock to certain employees in connection with a fiscal 2021 acquisition. These shares of restricted common stock are subject to forfeiture by the employee if employment terminates prior to the three-year employment period. The fair value of the restricted common stock is recorded as compensation for post-acquisition services and recognized as expense using the straight-line method over the three-year repurchase period.

Autodesk issued 9,277 shares of restricted common stock to certain employees in connection with a fiscal 2022 acquisition. These shares of restricted common stock were recorded as “Prepaid expenses and other current assets” and “Long-term other assets” on our Condensed Consolidated Balance Sheets and will be amortized to stock-based compensation expense for post-acquisition services using the straight-line method over the two-year vesting period.

Autodesk agreed to issue a fixed amount of $13 million in shares of common stock to certain employees in connection with a fiscal 2022 acquisition. Issuance of the common stock is dependent on the respective employees’ continued employment through the vesting period. The number of shares to be issued will be determined based on the volume weighted average closing price (“VWAP”) of Autodesk’s common stock for the ninety consecutive trading day period ending on the release date. Shares to be issued are estimated to be 58 thousand based on the VWAP of Autodesk’s common stock for the ninety consecutive trading day period ending on April 29, 2022, the last trading day of the fiscal quarter. The awards are accrued as liability-classified awards and are recognized as compensation expense using the straight-line method over the vesting period.

Autodesk agreed to issue a fixed amount of $11 million in common stock at a future date to certain employees in connection with other fiscal 2022 acquisitions. Issuance of the common stock is dependent on the respective employees’ continued employment through the vesting period. The number of shares to be issued will be determined based on the VWAP of Autodesk’s common stock at the issuance date. Shares to be issued are estimated to be 48 thousand based on the closing price of Autodesk’s common stock on April 29, 2022, the last trading day of the fiscal quarter. The awards are accounted for as liability-classified awards and are recognized as compensation expense using the straight-line method over the vesting period. Additionally, Autodesk issued 12,782 shares of restricted common stock to certain employees in connection with these fiscal 2022 acquisitions. These shares of restricted common stock were recorded as “Prepaid expenses and other current assets” and “Long-term other assets” on our Condensed Consolidated Balance Sheets and will be amortized to stock-based compensation expense for post-acquisition services using the straight-line method over the vesting period.

Autodesk issued 40,289 shares of restricted common stock to certain employees in connection with a fiscal 2023 acquisition. These shares of restricted common stock were recorded as “Prepaid expenses and other current assets” and “Long-term other assets” on our Condensed Consolidated Balance Sheets and will be amortized to stock-based compensation expense for post-acquisition services using the straight-line method over the two-year vesting period. Additionally, Autodesk agreed to issue a fixed amount of $5 million in common stock at a future date to certain employees in connection with a fiscal 2023 acquisition. Issuance of the common stock is dependent on the respective employees’ continued employment through the vesting period. The number of shares to be issued will be determined based on the VWAP of Autodesk’s common stock at the issuance date. Shares to be issued are estimated to be 22 thousand based on the closing price of Autodesk’s common stock on April 29, 2022, the last trading day of the fiscal quarter. The awards are accounted for as liability-classified awards and are recognized as compensation expense using the straight-line method over the vesting period. See Note 8, “Acquisitions,” for further information.

Autodesk recorded stock-based compensation expense related to common stock shares of $10 million and $3 million for the three months ended April 30, 2022 and 2021, respectively.

1998 Employee Qualified Stock Purchase Plan (“ESPP”)

Under Autodesk’s ESPP, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation, subject to certain limitations, at 85% of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four, six-month exercise periods within a 24-month offering period.

A summary of the ESPP activity for the three months ended April 30, 2022 and 2021, is as follows:

			Three Months Ended April 30,
			2022						2021
Issued shares (in thousands)			377						490
Average price of issued shares			$	173.83					$	128.02
Weighted average grant date fair value of shares granted under the ESPP (1)			$	69.19					$	91.17

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(1)Calculated as of the award grant date using the Black-Scholes Merton (“BSM”) option pricing model.

During the three months ended April 30, 2022, Autodesk reset the price for certain offering dates in connection with Autodesk’s ESPP as Autodesk’s closing stock price for the respective offering dates was above the closing stock price on March 31, 2022, which triggered a new 24-month offering period through March 31, 2024, resulting in modification expense of approximately $18 million to be recognized over the new offering period.

Stock-based Compensation Expense

The following table summarizes stock-based compensation expense for the three months ended April 30, 2022 and 2021, respectively, as follows:

			Three Months Ended April 30,
			2022						2021
Cost of subscription and maintenance revenue			$	8					$	5
Cost of other revenue			3						2
Marketing and sales			62						48
Research and development			59						47
General and administrative			23						14
Stock-based compensation expense related to stock awards and ESPP purchases			155						116
Tax expense (benefit)			6						(16)
Stock-based compensation expense related to stock awards and ESPP purchases, net of tax			$	161					$	100

Stock-based Compensation Expense Assumptions

Autodesk determines the grant date fair value of its share-based payment awards using a BSM option pricing model or the quoted stock price on the date of grant, unless the awards are subject to market conditions, in which case Autodesk uses the Monte Carlo simulation model. The Monte Carlo simulation model uses multiple input variables to estimate the probability that market conditions will be achieved. Autodesk uses the following assumptions to estimate the fair value of stock-based awards:

			Three Months Ended April 30, 2022												Three Months Ended April 30, 2021
			Performance Stock Units						ESPP						Performance Stock Units						ESPP
Range of expected volatility			39.4 - 40.7%						38.3 - 42.7%						36.9%						36.5 - 41.8%
Range of expected lives (in years)			N/A						0.5- 2.0						N/A						0.5 - 2.0
Expected dividends			—%						—%						—%						—%
Range of risk-free interest rates			1.2 - 1.6%						0.9 - 1.9%						0.1%						0.1 - 0.2%

Autodesk estimates expected volatility for stock-based awards based on the average of the following two measures: (1) a measure of historical volatility in the trading market for the Company’s common stock, and (2) the implied volatility of traded forward call options to purchase shares of the Company’s common stock. The expected volatility for performance stock units

subject to market conditions includes the expected volatility of Autodesk's peer companies within the S&P North American Technology Software Index with a market capitalization over $2.0 billion, depending on the award type.

The range of expected lives of ESPP awards are based upon the four six-month exercise periods within a 24-month offering period.

Autodesk does not currently pay, and does not anticipate paying in the foreseeable future, any cash dividends. Consequently, an expected dividend yield of zero is used in the BSM option pricing model and the Monte Carlo simulation model.

The risk-free interest rate used in the BSM option pricing model and the Monte Carlo simulation model for stock-based awards is the historical yield on U.S. Treasury securities with equivalent remaining lives.

Autodesk recognizes expense only for the stock-based awards that ultimately vest. Autodesk accounts for forfeitures of our stock-based awards as those forfeitures occur.

7. Income Tax

Autodesk had income tax expense of $49 million, relative to pre-tax income of $195 million for the three months ended April 30, 2022, and income tax benefit of $25 million, relative to pre-tax income of $131 million for the three months ended April 30, 2021. Income tax expense for the three months ended April 30, 2022, reflects an increase in tax expense relating to stock-based compensation and final U.S. foreign tax credit regulations enacted in fiscal 2023, offset by a U.S. foreign derived intangible income benefit driven by the capitalization of research and development expenditures starting in fiscal 2023 as required by the U.S. Tax Cuts and Jobs Act (“Tax Act”). In addition, fiscal 2022 included a non-recurring discrete tax benefit relating to the Supreme Court decision in India on the taxability of software license payments to nonresidents.

Autodesk regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, Autodesk considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. We have maintained a valuation allowance on our Netherlands, Canada, Australia, California, Michigan, and U.S. capital loss deferred tax assets as it is more likely than not that some or all of the deferred tax assets will not be realized.

As of April 30, 2022, the Company had $212 million of gross unrecognized tax benefits, of which $34 million would reduce our valuation allowance, if recognized. The remaining $178 million would impact the effective tax rate, if recognized. It is possible that the amount of unrecognized tax benefits will decrease in the next 12 months for an audit settlement of approximately $7 million.

8**.** Acquisitions

The results of operations for the following acquisitions are included in the accompanying Condensed Consolidated Statements of Operations since the acquisition date. Pro forma results of operations have not been presented because the effects of the acquisition are not material to Autodesk’s Condensed Consolidated Financial Statements.

During the three months ended April 30, 2022, Autodesk completed two business combinations. The acquisition-date fair value of the consideration transferred totaled $114 million, which consisted of $96 million of cash, 40,289 shares of Autodesk’s restricted common stock at an aggregate fair value of $10 million, and Autodesk will issue a fixed amount of $5 million in common stock at future dates to certain employees. Of the total consideration transferred, $97 million is considered purchase consideration. Of the remaining amount, $10 million was recorded in “Prepaid expenses and other current assets” and “Long-term other assets” on our Condensed Consolidated Balance Sheets and will be amortized to stock-based compensation expense using the straight-line method over the vesting period, $5 million was accounted for as liability-classified awards and will be recognized as compensation expense using the straight-line method over the vesting period and $2 million was recorded as stock-based compensation expense during the fiscal quarter ended April 30, 2022. The 40,289 shares of restricted common stock are subject to forfeiture until the second anniversary of the acquisition closing date. The shares are released on the first and second anniversaries, 40% and 60%, respectively, subject to continued employment. Issuance of the $5 million fixed value in common stock is dependent on the respective employees’ continued employment and vests 40% and 60% on the first and second anniversaries of the closing date, respectively. The number of shares will be determined based on the VWAP of Autodesk’s common stock for the ninety consecutive trading day period ending on the release date. The number of shares is

estimated to be 22,000 based on the VWAP of Autodesk’s common stock for the ninety consecutive trading day period ending April 29, 2022, the last trading day of the fiscal quarter. See also Note 6, “Equity Compensation”.

Purchase Price Allocation

The acquisitions were accounted for as business combinations, and Autodesk recorded the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of each respective acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. Autodesk recorded the excess of consideration transferred over the aggregate fair values as goodwill. The goodwill recorded was primarily attributable to synergies expected to arise after the respective acquisition. Goodwill of $43 million is deductible for U.S. income tax purposes. The transaction costs related to the acquisitions were not material.

The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for the business combinations that were completed during the three months ended April 30, 2022:

															Aggregated Total
Developed technologies															$	8
Customer relationships															4
Goodwill															85
Deferred revenue and long-term deferred revenue															(2)
Long-term deferred income taxes															1
Net tangible assets															1
Total															$	97

For the business combinations, the allocation of purchase price consideration to certain assets and liabilities as well as the final amount of purchase consideration is not yet finalized. For the items not yet finalized, Autodesk's estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are amounts for intangible assets, tax assets and liabilities, deferred revenue, and residual goodwill.

9. Intangible Assets, Net

The following tables summarize the Company's intangible assets, net, as of April 30, 2022, and January 31, 2022:

			April 30, 2022
			Gross Carrying Amount (1)						Accumulated Amortization						Net
Customer relationships			$	661					$	(378)					$	283
Developed technologies			855						(674)						181
Trade names and patents			116						(101)						15
Total intangible assets			$	1,632					$	(1,153)					$	479

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(1)Includes the effects of foreign currency translation.

			January 31, 2022
			Gross Carrying Amount (1)						Accumulated Amortization						Net
Customer relationships			$	667					$	(375)					$	292
Developed technologies			847						(661)						186
Trade names and patents			116						(100)						16
Total intangible assets			$	1,630					$	(1,136)					$	494

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(1)Includes the effects of foreign currency translation.

10. Cloud Computing Arrangements

Autodesk enters into certain cloud-based software hosting arrangements that are accounted for as service contracts. Costs incurred for these arrangements are capitalized for application development activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. Autodesk amortizes the capitalized development costs straight-line over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. The capitalized costs are included in “Prepaid expenses and other current assets” and “Long-term other assets” on our Condensed Consolidated Balance Sheets. Capitalized costs were $143 million and $128 million at April 30, 2022, and January 31, 2022, respectively. Accumulated amortization was $21 million and $17 million at April 30, 2022, and January 31, 2022, respectively. Amortization expense for the three months ended April 30, 2022 and 2021, was $4 million and $1 million, respectively.

11. Goodwill

Goodwill consists of the excess of the consideration transferred over the fair value of net assets acquired in business combinations. The following table summarizes the changes in the carrying amount of goodwill for the three months ended April 30, 2022, (in millions):

Balance as of January 31, 2022			$	3,753
Less: accumulated impairment losses as of January 31, 2022			(149)
Net balance as of January 31, 2022			3,604
Additions arising from acquisitions during the period			85
Effect of foreign currency translation and measurement period adjustments (1)			(47)
Balance as of April 30, 2022			$	3,642

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(1)Measurement period adjustments reflect revisions made to the Company's preliminary determination of estimated fair value of assets and liabilities assumed.

12. Deferred Compensation

At April 30, 2022, Autodesk had investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans and a corresponding deferred compensation liability totaling $85 million. Of this amount, $7 million was classified as current and $78 million was classified as non-current in the Condensed Consolidated Balance Sheets. Of the $89 million related to the investments in a rabbi trust as of January 31, 2022, $7 million was classified as current and $82 million was classified as non-current. The current and non-current asset portions of the investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans are recorded in the Condensed Consolidated Balance Sheets under “Prepaid expenses and other current assets” and “Long-term other assets,” respectively. The current and non-current portions of the liability are recorded in the Condensed Consolidated Balance Sheets under “Accrued compensation” and “Long-term other liabilities,” respectively.

Costs to obtain a contract with a customer

Sales commissions earned by our internal sales personnel and our reseller partners are considered incremental and recoverable costs of obtaining a contract with a customer. The ending balance of assets recognized from costs to obtain a contract with a customer was $125 million as of April 30, 2022, and $139 million as of January 31, 2022. These assets are recorded in “Prepaid expenses and other current assets” and “Long-term other assets” in the Condensed Consolidated Balance Sheets. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $34 million and $26 million during the three months ended April 30, 2022 and 2021, respectively. Autodesk did not recognize any contract cost impairment losses during both the three months ended April 30, 2022 and 2021.

13. Computer Equipment, Software, Leasehold Improvements, and Furniture, Net

Computer equipment, software, leasehold improvements, and furniture and equipment and the related accumulated depreciation were as follows:

			April 30, 2022						January 31, 2022
Computer hardware, at cost			$	138					$	137
Computer software, at cost			55						55
Leasehold improvements, land and buildings, at cost			356						351
Furniture and equipment, at cost			93						93
			642						636
Less: Accumulated depreciation			(480)						(474)
Computer hardware, software, leasehold improvements, and furniture and equipment, net			$	162					$	162

14. Borrowing Arrangements

In October 2021, Autodesk issued $1.0 billion aggregate principal amount of 2.4% notes due December 15, 2031 (“2021 Notes”). Net of a discount of $3 million and issuance costs of $9 million, Autodesk received net proceeds of $988 million from issuance of the 2021 Notes. Both the discount and issuance costs are being amortized to interest expense over the term of the 2021 Notes using the effective interest method. The 2021 Notes were designated as sustainability bonds, the net proceeds of which are used to fund environmentally and socially responsible projects in the following areas: eco-efficient products, production technologies, and processes, sustainable water and wastewater management, renewable energy & energy efficiency, green buildings, pollution prevention and control, and socioeconomic advancement and empowerment.

In September 2021, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) by and among the Company, the lenders party thereto and Citibank, N.A. (“Citibank”), as administrative agent, which provides for an unsecured revolving loan facility in the aggregate principal amount of $1.5 billion, with an option to be increased up to $2.0 billion. The revolving credit facility is available for working capital or other business needs. The Credit Agreement contains customary covenants that could, among other things, restrict the imposition of liens on Autodesk’s assets, and restrict Autodesk’s ability to incur additional indebtedness or make dispositions of assets if Autodesk fails to maintain compliance with the financial covenants. The Credit Agreement requires the Company to maintain a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined in the Credit Agreement) no greater than 3.50:1.00 during the term of the credit facility, subject to adjustment following the consummation of certain acquisitions up to 4.00:1.00 for up to four consecutive fiscal quarters. At April 30, 2022, Autodesk was in compliance with the Credit Agreement covenants. Revolving loans under the Credit Agreement will bear interest, at the Company’s option, at either (i) a per annum rate equal to the Base Rate (as defined in the Credit Agreement) plus a margin of between 0.000% and 0.375%, depending on the Company’s Public Debt Rating (as defined in the Credit Agreement), or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market, plus a margin of between 0.785% and 1.375%, depending on Company’s Public Debt Rating. The Credit Agreement includes customary provisions to provide for the eventual replacement of LIBOR as a benchmark interest rate. The interest rates for the revolving credit facility are subject to upward or downward adjustments, on an annual basis, if the Company achieves, or fails to achieve, certain sustainability-linked targets based on two key performance indicator metrics: (i) the amount of scope 1 and 2 greenhouse gas emissions from the global operations of the Company and its subsidiaries during a fiscal year less qualified emissions reduction instruments and (ii) the percentage of employees of the Company and its subsidiaries identifying as female working in technical roles. The maturity date on the Credit Agreement is September 30, 2026. At April 30, 2022, Autodesk had no outstanding borrowings under the Credit Agreement.

In January 2020, Autodesk issued $500 million aggregate principal amount of 2.85% notes due January 15, 2030 (“2020 Notes”). Net of a discount of $1 million and issuance costs of $5 million, Autodesk received net proceeds of $494 million from issuance of the 2020 Notes. Both the discount and issuance costs are being amortized to interest expense over the term of the 2020 Notes using the effective interest method. The proceeds of the 2020 Notes were used for the repayment of $450 million of debt due June 15, 2020, and the remainder is available for general corporate purposes.

In June 2017, Autodesk issued $500 million aggregate principal amount of 3.5% notes due June 15, 2027 (the “2017 Notes”). Net of a discount of $3 million and issuance costs of $5 million, Autodesk received net proceeds of $492 million from issuance of the 2017 Notes. Both the discount and issuance costs are being amortized to interest expense over the term of the 2017 Notes using the effective interest method. The proceeds of the 2017 Notes have been used for the repayment of $400 million of debt due December 15, 2017, and the remainder is available for general corporate purposes.

In June 2015, Autodesk issued $300 million aggregate principal amount of 4.375% notes due June 15, 2025 (“2015 Notes”). Net of a discount of $1 million, and issuance costs of $3 million, Autodesk received net proceeds of $296 million from issuance of the 2015 Notes. Both the discount and issuance costs are being amortized to interest expense over the respective term of the 2015 Notes using the effective interest method. The proceeds of the 2015 Notes are available for general corporate purposes.

In December 2012, Autodesk issued $350 million aggregate principal amount of 3.6% notes due December 15, 2022 (“2012 Notes”). Autodesk received net proceeds of $347 million from issuance of the 2012 Notes, net of aggregate total discount and issuance costs of $3 million. Both the discount and issuance costs are being amortized to interest expense over the respective terms of the 2012 Notes using the effective interest method. The proceeds of the 2012 Notes are available for general corporate purposes.

The 2021 Notes, 2020 Notes, 2017 Notes, 2015 Notes and the 2012 Notes may all be redeemed at any time, subject to a make whole premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to repurchase all the aforementioned notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. All notes contain restrictive covenants that limit Autodesk's ability to create certain liens, to enter into certain sale and leaseback transactions and to consolidate or merge with, or convey, transfer, or lease all or substantially all of its assets, subject to important qualifications and exceptions.

Based on the quoted market prices, the approximate fair value of the notes as of April 30, 2022, were as follows:

			Aggregate Principal Amount						Fair value
2012 Notes			$	350					$	350
2015 Notes			300						305
2017 Notes			500						486
2020 Notes			500						443
2021 Notes			1,000						836

The expected future principal payments for all borrowings as of April 30, 2022, were as follows (in millions):

Fiscal year ending
2023 (remainder)			$	350
2024			—
2025			—
2026			300
2027			—
Thereafter			2,000
Total principal outstanding			$	2,650

15. Leases

Autodesk has operating leases for real estate, vehicles, and certain equipment. Leases have remaining lease terms of less than 1 year to 68 years, some of which include options to extend the lease with renewal terms from 1 year to 10 years and some of which include options to terminate the leases from less than 1 year to 8 years. Options to extend or terminate the lease are considered in determining the lease term when it is reasonably certain that the option will be exercised. Payments under our lease arrangements are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. These amounts include payments affected by the Consumer Price Index, payments for common area maintenance that are subject to annual reconciliation, and payments for

maintenance and utilities. The Company’s leases do not contain residual value guarantees or material restrictive covenants. Short-term leases are recognized in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term. Short-term lease expense was not material for the periods presented. Changes in operating lease right-of-use assets and operating lease liabilities are presented net in the “accounts payable and other liabilities” line in the Condensed Consolidated Statements of Cash Flows with the exception of “Lease-related asset impairments” which is presented in “Adjustments to reconcile net income to net cash provided by operating activities”.

During the three months ended April 30, 2022, Autodesk recorded total operating lease right-of-use assets impairment charges of $2 million. Autodesk did not recognize any charges during the three months ended April 30, 2021. Autodesk assessed the asset groupings for disaggregation based on the proposed changes in use of the facilities. For asset groups where impairment was triggered, Autodesk utilized an income approach to value the asset groups by developing discounted cash flow models. The significant assumptions used in the discounted cash flow models for each of the asset groups included projected sublease income over the remaining lease terms, expected downtime prior to the commencement of future subleases, expected lease incentives offered to future tenants, and discount rates that reflected the level of risk associated with these future cash flows. These significant assumptions are considered Level 1 and Level 2 inputs in accordance with the fair value hierarchy described in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended January 31, 2022. The operating lease right-of-use asset charges are included in “general and administrative” in the Company’s Condensed Consolidated Statements of Operations.

The components of lease cost were as follows:

			Three Months Ended April 30, 2022
			Cost of subscription and maintenance revenue						Cost of other revenue						Marketing and sales						Research and development						General and administrative						Total
Operating lease cost			$	2					$	1					$	10					$	7					$	3					$	23
Variable lease cost			—						—						2						2						1						5

			Three Months Ended April 30, 2021
			Cost of subscription and maintenance revenue						Cost of other revenue						Marketing and sales						Research and development						General and administrative						Total
Operating lease cost			$	2					$	—					$	11					$	8					$	4					$	25
Variable lease cost			—						—						2						2						1						5

Supplemental operating cash flow information related to leases is as follows:

			Three Months Ended April 30,
			2022						2021
Cash paid for operating leases included in operating cash flows (1)			$	34					$	30
Non-cash operating lease liabilities arising from obtaining operating lease right-of-use assets			23						5

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(1) Includes $5 million in variable lease payments for both the three months ended April 30, 2022 and 2021, not included in “Operating lease liabilities” and “Long-term operating lease liabilities” on the Condensed Consolidated Balance Sheets.

The weighted average remaining lease term for operating leases is 6.7 and 6.9 years at April 30, 2022, and January 31, 2022, respectively. The weighted average discount rate was 2.37% and 2.46% at April 30, 2022, and January 31, 2022, respectively.

Maturities of operating lease liabilities were as follows:

Fiscal year ending
2023 (remainder)			$	65
2024			92
2025			72
2026			60
2027			42
Thereafter			126
			457
Less imputed interest			33
Present value of operating lease liabilities			$	424

As of April 30, 2022, Autodesk had additional operating lease minimum lease payments of $2 million for executed leases that have not yet commenced, primarily for office locations.

As of April 30, 2022, Autodesk executed a sublease for certain office space to a third party, classified as an operating lease, that has not yet commenced. The sublease has a remaining lease terms of 9.5 years.

16. Derivative Instruments

The fair values of derivative instruments in Autodesk’s Condensed Consolidated Balance Sheets were as follows as of April 30, 2022, and January 31, 2022:

			Balance Sheet Location						Fair Value at
			April 30, 2022						January 31, 2022
Derivative Assets
Foreign currency contracts designated as cash flow hedges			Prepaid expenses and other current assets						$	75					$	12
Derivatives not designated as hedging instruments			Prepaid expenses and other current assets and long-term other assets						21						6
Total derivative assets									$	96					$	18
Derivative Liabilities
Foreign currency contracts designated as cash flow hedges			Other accrued liabilities						$	15					$	7
Derivatives not designated as hedging instruments			Other accrued liabilities						5						4
Total derivative liabilities									$	20					$	11

The effects of derivatives designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three months ended April 30, 2022 and 2021 (amounts presented include any income tax effects):

			Three Months Ended April 30,
			2022						2021
Amount of gain (loss) recognized in accumulated other comprehensive income, net of tax, (effective portion)			$	55					$	6
Amount and location of gain (loss) reclassified from accumulated other comprehensive loss into income (effective portion)
Net revenue			$	6					$	(5)
Cost of revenue			(1)						—
Operating expenses			(3)						1
Total			$	2					$	(4)

The amount and location of gain recognized in net income of derivatives not designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three months ended April 30, 2022 and 2021, (amounts presented include any income tax effects):

			Three Months Ended April 30,
			2022						2021
Interest and other expense, net			$	24					$	7

Foreign currency contracts designated as cash flow hedges

Autodesk uses foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. These currency collars and forward contracts are designated and documented as cash flow hedges. The notional amounts of these contracts are presented net settled and were $896 million at April 30, 2022, and $1.08 billion at January 31, 2022. Outstanding contracts are recognized as either assets or liabilities on the Company's Condensed Consolidated Balance Sheet at fair value. The majority of the net gain of $79 million remaining in “Accumulated other comprehensive loss” as of April 30, 2022, is expected to be recognized into earnings within the next 24 months.

The location and amount of gain or loss recognized in income on cash flow hedges together with the total amount of income or expense presented in the Company's Condensed Consolidated Statements of Operations where the effects of the hedge are recorded were as follows for the three months ended April 30, 2022 and 2021:

						Three Months Ended April 30, 2022
						Net revenue												Cost of revenue						Operating expenses
						Subscription revenue						Maintenance revenue						Cost of subscription and maintenance revenue						Marketing and sales						Research and development						General and administrative
Total amounts of income and expense line items presented in the condensed consolidated statements of operations						$	1,089					$	18					$	84					$	419					$	289					$	120
(Loss) on cash flow hedging relationships in Subtopic ASC 815-20
Foreign exchange contracts
Amount of gain (loss) reclassified from accumulated other comprehensive income into income						$	6					$	—					$	(1)					$	(2)					$	—					$	(1)

						Three Months Ended April 30, 2021
						Net Revenue												Cost of revenue						Operating expenses
						Subscription Revenue (1)						Maintenance Revenue						Cost of subscription and maintenance revenue						Marketing and sales						Research and development						General and administrative
Total amounts of income and expense line items presented in the condensed consolidated statements of operations						$	927					$	19					$	68					$	377					$	266					$	112
Gain (loss) on cash flow hedging relationships in Subtopic ASC 815-20
Foreign exchange contracts
Amount of (loss) gain reclassified from accumulated other comprehensive income into income						$	(5)					$	—					$	—					$	1					$	—					$	—

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(1)During the quarter ended April 30, 2022, the Company changed its presentation of certain subscription plan offerings in our Condensed Consolidated Statement of Operations. Accordingly, prior period amounts have been reclassified to conform to the current period presentation in all material respects. See Note 1, “Basis of Presentation,” for further information.

Derivatives not designated as hedging instruments

Autodesk uses foreign currency contracts that are not designated as hedging instruments to reduce the exchange rate risk associated primarily with foreign currency denominated receivables, payables, and cash. The notional amounts of these foreign currency contracts are presented net settled and were $408 million at April 30, 2022, and $542 million at January 31, 2022.

17. Commitments and Contingencies

Guarantees and Indemnifications

In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising from the use of its products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be reasonably estimated. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.

In connection with the purchase, sale, or license of assets or businesses with third parties, Autodesk has entered into or assumed customary indemnification agreements related to the assets or businesses purchased, sold, or licensed. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.

As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited; however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

Legal Proceedings

Autodesk is involved in a variety of claims, suits, investigations, inquiries, and proceedings in the normal course of business including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of unauthorized use, business practices, and other matters. Autodesk routinely reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any matter is considered probable and the amount can be

reasonably estimated, Autodesk records a liability for the estimated loss. Because of inherent uncertainties related to these legal matters, Autodesk bases its loss accruals on the best information available at the time. As additional information becomes available, Autodesk reassesses its potential liability and may revise its estimates. In the Company's opinion, resolution of pending matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the Company's results of operations, cash flows, or financial position in a particular period, however, based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company's financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.

18. Stockholders' Equity

Changes in stockholders' equity by component, net of tax, as of April 30, 2022, are as follows:

			Common stock and additional paid-in capital												Accumulated other comprehensive loss						Accumulated deficit						Total stockholders' equity
Shares						Amount
Balances, January 31, 2022			218						$	2,923					$	(124)					$	(1,950)					$	849
Common shares issued under stock plans			1						(10)																		(10)
Stock-based compensation expense									146																		146
Shares issued related to business combination									10																		10
Net income																					146						146
Other comprehensive loss															(24)												(24)
Repurchase and retirement of common shares (1)			(2)						(97)												(339)						(436)
Balances, April 30, 2022			217						$	2,972					$	(148)					$	(2,143)					$	681

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(1)During the three months ended April 30, 2022, Autodesk repurchased 2,058 thousand shares at an average repurchase price of $211.71 per share. At April 30, 2022, 6 million shares remained available for repurchase under the repurchase program approved by the Board of Directors.

Changes in stockholders' equity by component, net of tax, as of April 30, 2021, are as follows:

			Common stock and additional paid-in capital												Accumulated other comprehensive loss						Accumulated deficit						Total stockholders' equity
Shares						Amount
Balances, January 31, 2021			220						$	2,579					$	(126)					$	(1,488)					$	965
Common shares issued under stock plans			1						9																		9
Stock-based compensation expense									114																		114
Shares issued related to business combination			—						3						—						—						3
Net income																					156						156
Other comprehensive income															24												24
Repurchase and retirement of common shares (1)			(1)						(66)												(77)						(143)
Balances, April 30, 2021			220						$	2,639					$	(102)					$	(1,409)					$	1,128

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(1)During the three months ended April 30, 2021, Autodesk repurchased 515 thousand shares at an average repurchase price of $276.96 per share. At April 30, 2021, 12 million shares remained available for repurchase under the repurchase program approved by the Board of Directors.

19. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of taxes, consisted of the following at April 30, 2022:

			Net Unrealized Gains (Losses) on Derivative Instruments						Net Unrealized Gains (Losses) on Available-for-Sale Debt Securities						Defined Benefit Pension Components						Foreign Currency Translation Adjustments						Total
Balances, January 31, 2022			$	24					$	18					$	(16)					$	(150)					$	(124)
Other comprehensive income (loss) before reclassifications			65						(1)						—						(75)						(11)
Pre-tax gains reclassified from accumulated other comprehensive loss			(2)						—						(3)						—						(5)
Tax effects			(8)						—						—						—						(8)
Net current period other comprehensive income (loss)			55						(1)						(3)						(75)						(24)
Balances, April 30, 2022			$	79					$	17					$	(19)					$	(225)					$	(148)

Accumulated other comprehensive loss, net of taxes, consisted of the following at April 30, 2021:

			Net Unrealized Gains (Losses) on Derivative Instruments						Net Unrealized Gains on Available-for-Sale Debt Securities						Defined Benefit Pension Components						Foreign Currency Translation Adjustments						Total
Balances, January 31, 2021			$	(24)					$	6					$	(21)					$	(87)					$	(126)
Other comprehensive income before reclassifications			8						4						—						12						24
Pre-tax losses reclassified from accumulated other comprehensive loss			4						—						—						—						4
Tax effects			(2)						—						—						(2)						(4)
Net current period other comprehensive income			10						4						—						10						24
Balances, April 30, 2021			$	(14)					$	10					$	(21)					$	(77)					$	(102)

Reclassifications related to gains and losses on available-for-sale debt securities are included in “Interest and other expense, net.” Refer to Note 5, “Financial Instruments,” for the amount and location of reclassifications related to derivative instruments. Reclassifications of the defined benefit pension components of net periodic benefit cost are included in “Interest and other expense, net.”

20. Net Income Per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net income per share is computed using the weighted average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the effect of restricted stock units, performance share awards, and stock options using the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts:

			Three Months Ended April 30,
			2022						2021
Numerator:
Net income			$	146					$	156
Denominator:
Denominator for basic net income per share—weighted average shares			217						220
Effect of dilutive securities			2						2
Denominator for dilutive net income per share			219						222
Basic net income per share			$	0.67					$	0.71
Diluted net income per share			$	0.67					$	0.70

The computation of diluted net income per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the periods. For the three months ended April 30, 2022 and 2021, there were 531 thousand and 410 thousand potentially anti-dilutive shares excluded from the computation of diluted net income per share, respectively.

21. Segments

Autodesk operates in one operating segment and accordingly, all required financial segment information is included in the condensed consolidated financial statements. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers (“CODM”) in deciding how to allocate resources and assess performance. Autodesk reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions, allocating resources, and assessing performance as the source of the Company’s reportable segments. The Company’s CODM allocates resources and assesses the operating performance of the Company as a whole.

Information regarding Autodesk’s long-lived assets by geographic area is as follows:

			April 30, 2022						January 31, 2022
Long-lived assets (1):
Americas
U.S.			$	336					$	323
Other Americas			18						20
Total Americas			354						343
Europe, Middle East, and Africa			83						92
Asia Pacific			28						32
Total long-lived assets			$	465					$	467

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(1)Long-lived assets exclude deferred tax assets, marketable securities, goodwill, and intangible assets.