Item 1.01 Entry into a Material Definitive Agreement.

On January 7, 2020, Autodesk, Inc. ("Autodesk" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule II thereto (the "Underwriters"), relating to the issuance and sale by the Company of $500 million aggregate principal amount of 2.850% Notes due 2030 (the "Notes"). The Notes were issued and sold in a public offering pursuant to the Company's Registration Statement on Form S-3 (File No. 333-218070), including the prospectus contained therein, filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated January 7, 2020 and a related final prospectus supplement dated January 7, 2020. The transaction is expected to close on January 14, 2020.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The description of the Underwriting Agreement contained herein is qualified in its entirety by reference from the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.                                       Description

   1.1             Underwriting Agreement, dated January 7, 2020, by and among
                 Autodesk, Inc. and BofA Securities, Inc., Citigroup Global Markets
                 Inc. and J.P. Morgan Securities LLC.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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