The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes appearing in Part II, Item 8 of this Annual Report
on Form 10-K. This discussion contains forward-looking statements based upon
current expectations that involve risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of several factors, including those set forth above in Part I, Item
1A, "Risk Factors," and elsewhere in this report. See "Forward-Looking
Information" immediately preceding Part I.

STRATEGY



Autodesk is changing how the world is designed and made. Our technology spans
architecture, engineering, construction, product design, manufacturing, media
and entertainment, empowering innovators everywhere to solve challenges big and
small. From greener buildings to smarter products to more mesmerizing
blockbusters, Autodesk technology helps our customers to design and make a
better world for all.

Our strategy is to build enduring relationships with customers, delivering
innovative technology that provides valuable automation and insight into their
design and make process. To drive execution of our strategy, we are focused on
three strategic priorities: delivering on the promise of subscription,
digitizing the company, and reimagining construction, manufacturing, and
production.

We equip and inspire our users with the tailored tools, services, and access
they need for success today and tomorrow. At every step, we help users harness
the power of data to build upon their ideas and explore new ways of imagining,
collaborating, and creating to achieve better outcomes for their customers, for
society, and for the world. And because creativity can't flourish in silos, we
connect what matters - from steps in a project to collaborators on a unified
platform.

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, the software industry has undergone a transition from developing and
selling perpetual licenses and on-premises products to subscriptions and
cloud-enabled technologies.

Product Evolution



We offer subscriptions for individual products and Industry Collections,
enterprise business arrangements ("EBAs"), and cloud service offerings
(collectively referred to as "subscription plan"). Subscription plans are
designed to give our customers more flexibility with how they use our offerings
and to attract a broader range of customers, such as project-based users and
small businesses.

Our subscription plans currently represent a hybrid of desktop software and
cloud functionality, which provides a device-independent, collaborative design
workflow for designers and their stakeholders. Our cloud offerings, for example,
BIM 360, Fusion 360, ShotGrid, AutoCAD web app, and AutoCAD mobile app, provide
tools, including mobile and collaboration capabilities, to streamline design,
collaboration, building and manufacturing, and data management processes. We
believe that customer adoption of these latest offerings will continue to grow
as customers across a range of industries begin to take advantage of the
scalable computing power and flexibility provided through these services.

Industry Collections provide our customers with access to a broader selection of
Autodesk solutions and services, simplifying the customers' ability to benefit
from a complete set of tools for their industry.

To support our strategic priority of re-imagining Architecture, Engineering, and
Construction ("AEC"), we are strengthening the foundation of our AEC solutions
with both organic and inorganic investments. In fiscal 2022, we acquired Storm
UK Holdco Limited, the parent of Innovyze, Inc. ("Innovyze"), which provides
water infrastructure software. Combining Innovyze's hydraulic modeling,
simulation, asset performance management and operational analytics solutions
with Autodesk's design and analysis solutions (including Autodesk Civil 3D,
Autodesk InfraWorks, and the Autodesk Construction Cloud) enables us to deliver
end-to-end, cloud-based solutions for our water infrastructure customers that
drive efficiency and sustainability. Other acquisitions in fiscal 2022 include a
cloud-based estimating solution that enables construction teams to create
estimates, perform digital takeoffs, generate detailed reports and proposals and
manage bid-day processes. In fiscal 2021, we acquired Spacemaker which uses
cloud-based, artificial intelligence (AI), and generative design to help
architects,

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urban designers, and real estate developers make faster and more informed early-stage design decisions which can help maximize the long-term sustainability and return from property investments. Other acquisitions in fiscal 2021 included solutions that use artificial intelligence and machine learning to extract and process data from project plans and specifications allowing general contractors, subcontractors, and owners to automate workflows such as submittals and project closeout.



In manufacturing, our strategy is to combine organic and acquired software in
existing and adjacent verticals to create end-to-end, cloud-based solutions for
our customers that drive efficiency and sustainability. We continue to attract
both global manufacturing leaders and disruptive startups with our generative
design and cloud-based Fusion 360 that converges the process of design with
manufacturing. A fiscal 2021 acquisition included a leading provider of
post-processing and machine simulation solutions. In fiscal 2022, we acquired
Upchain, an instant-on, cloud-based data management technology that allows
product design and manufacturing customers to collaborate in the cloud across
their value chains and bring products to market faster.

Our strategy includes improving our product functionality and expanding our
product offerings through internal development as well as through the
acquisition of products, technology, and businesses. Acquisitions often increase
the speed at which we can deliver product functionality to our customers;
however, they entail cost and integration challenges and may, in certain
instances, negatively impact our operating margins. We continually review these
factors in making decisions regarding acquisitions. We currently anticipate that
we will continue to acquire products, technology, and businesses as compelling
opportunities become available.

Global Reach



We sell our products and services globally, through a combination of indirect
and direct channels. Our indirect channels include value added resellers, direct
market resellers, distributors, computer manufacturers, and other software
developers. Our direct channels include internal sales resources dedicated to
selling in our largest accounts, our highly specialized solutions, and business
transacted through our online Autodesk branded store. See Note 2, "Revenue
Recognition" in the Notes to the Consolidated Financial Statements for further
detail on the results of our indirect and direct channel sales for the fiscal
years ended January 31, 2022, 2021, and 2020.

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. However, we expect our indirect channel will
continue to transact and support the majority of our customers and revenue. We
employ a variety of incentive programs and promotions to align our direct and
indirect channels with our business strategies. In addition, we have a worldwide
user group organization and we have created online user communities dedicated to
the exchange of information related to the use of our products.

One of our key strategies is to maintain an open-architecture design of our
software products to facilitate third-party development of complementary
products and industry-specific software solutions. This approach enables
customers and third parties to customize solutions for a wide variety of highly
specific uses. We offer several programs that provide strategic investment
funding, technological platforms, user communities, technical support, forums,
and events to developers who develop add-on applications for our products. For
example, we have established the Autodesk Forge developer platform to support
innovators that build solutions to facilitate the development of a single
connected ecosystem for the future of how things are designed, made, and used as
well as support ideas that push the boundaries of 3D printing.

In addition to the competitive advantages afforded by our technology, our large
global network of distributors, resellers, third-party developers, customers,
educators, educational institutions, learning partners, and students is a key
competitive advantage which has been cultivated over an extensive period. This
network of partners and relationships provides us with a broad and deep reach
into volume markets around the world. Our distributor and reseller 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 for a variety of specialized applications.

Impact at Autodesk



Autodesk is committed to advancing a more sustainable, resilient, and equitable
world. We don't believe in waiting for progress, we believe in making it. We
take action as a business and to support our employees, customers, and
communities in our collective opportunity to design and make a better world for
all.

We focus our efforts to advance positive outcomes across three primary areas:
energy and materials, health and resilience, and work and prosperity. These
impact opportunity areas are derived from the UN Sustainable Development Goals
("SDGs")

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

These opportunities manifest as outcomes through how our customers leverage our
technology to design and make net-zero carbon buildings, resilient
infrastructure, more sustainable products, and a thriving workforce. We realize
these opportunities in our business through our 100% renewable and net-zero
greenhouse gas operations and inclusive culture. We advance these opportunities
with industry innovators through collaboration, grants, software donations, and
training.

The Autodesk Foundation (the "Foundation"), a privately funded 501(c)(3) charity
organization established and solely funded by us, leads our philanthropic
efforts. The purpose of the Foundation is twofold: to support employees to make
a better world by matching employees' volunteer time and/or donations to
nonprofit organizations; and to support organizations and individuals using
design 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 shape a more sustainable future.

Additional information about our environmental, social, and governance program
are available in our annual impact report on our website at www.autodesk.com.
Information contained on or accessible through our website is not part of or
incorporated by reference into this report.

Assumptions Behind Our Strategy



Our strategy depends upon a number of assumptions, including: making our
technology available to mainstream markets; leveraging our large global network
of distributors, resellers, third-party developers, customers, educators,
educational institutions, learning partners, and students; improving the
performance and functionality of our products; and adequately protecting our
intellectual property. If the outcome of any of these assumptions differs from
our expectations, we may not be able to implement our strategy, which could
potentially adversely affect our business. For further discussion regarding
these and related risks, see Part I, Item 1A, "Risk Factors."

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Our Consolidated Financial Statements are prepared in accordance with U.S.
generally accepted accounting principles. In preparing our Consolidated
Financial Statements, we make assumptions, judgments, and estimates that can
have a significant impact on amounts reported in our Consolidated Financial
Statements. We evaluate our estimates and assumptions on an ongoing basis. We
base our assumptions, judgments, and estimates on historical experience and
various other factors that we believe to be reasonable under the circumstances.
Actual results could differ materially from these estimates under different
assumptions or conditions.

Our significant accounting policies are described in Part II, Item 8, Note 1,
"Business and Summary of Significant Accounting Policies," in the Notes to
Consolidated Financial Statements. 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. We
believe that of all our significant accounting policies, the following
accounting policies and specific estimates involve a greater degree of judgment
and complexity. Accordingly, these are the accounting policies we believe are
the most critical to aid in fully understanding and evaluating our financial
condition and results of operations.

Revenue Recognition - Judgments with Multiple Performance Obligations. Our
contracts with customers may include promises to transfer multiple products and
services to a customer. A performance obligation is a promise in a contract with
a customer to transfer products or services that are distinct. Determining
whether products and services are distinct performance obligations that should
be accounted for separately or combined as a single performance obligation may
require significant judgment that requires us to assess the nature of the
promise and value delivered to the customer and the interaction of the desktop
applications and cloud functionalities.

For our product subscriptions, cloud service offerings, and flexible enterprise
business arrangements, the functional nature of the promise, as well as the
customers' value expectations, led us to conclude desktop applications and cloud
functionalities are not distinct in the context of the contract and should be
accounted for as a single performance obligation. There is a high degree of
interaction of the desktop applications and cloud functionalities, which is not
available with the desktop applications alone or in conjunction with third-party
cloud service providers. Furthermore, customers are not able to use the desktop
applications for its intended purpose without our cloud functionalities.

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For contracts with more than one performance obligation, the transaction price
is allocated among the performance obligations in an amount that depicts the
relative standalone selling price ("SSP") of each obligation. 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.

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 sales channel to determine the SSP.

Strategic Investments. Strategic investment debt and equity securities are
valued using significant unobservable inputs or data in an inactive market and
the valuation requires our judgment due to the absence of market prices and
inherent lack of liquidity. The carrying value is adjusted for our strategic
investment equity securities if there are observable price changes in a same or
similar security from the same issuer or if there are identified events or
changes in circumstances that may indicate impairment, as discussed below. The
determination of whether an orderly transaction is for a same or similar
investment requires significant management judgment including the nature of
rights and obligations of the investments, the extent to which differences in
those rights and obligations would affect the fair values of those investments,
and the impact of any differences based on the stage of operational development
of the investee.

These assumptions are inherently subjective and involve significant management judgment. Whenever possible, we use observable market data and rely on unobservable inputs only when observable market data is not available when determining fair value.



We assess our strategic investment debt and equity securities portfolio
quarterly for impairment. Strategic investment equity securities are assessed
based on available information such as current cash positions, earnings and cash
flow forecasts, recent operational performance, and any other readily available
market data. For any available-for-sale debt securities, if Autodesk does not
intend to sell and it is not more likely than not that Autodesk will be required
to sell the available-for-sale debt security prior to recovery of its amortized
cost basis, Autodesk will determine whether a decline in fair value below the
amortized cost basis is due to credit-related factors. The credit loss is
measured as the amount by which the debt security's amortized cost basis exceeds
the estimate of the present value of cash flows expected to be collected, up to
the difference between the amortized cost basis and the fair value. Impairment
will be assessed at the individual security level. Credit-related impairment is
recognized as an allowance on the Consolidated Balance Sheets with a
corresponding adjustment to "Interest and other expense, net" on the Company's
Consolidated Statements of Operations. Any impairment that is not credit-related
is recognized in "Accumulated other comprehensive loss" on the Consolidated
Balance Sheets.

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

Business Combinations. The assets acquired and liabilities assumed in a business
combination are recorded based on their estimated fair values at the acquisition
date, with the exception of contract assets and contract liabilities (i.e.,
deferred revenue) which are recognized and measured on the acquisition date in
accordance with Autodesk's "Revenue Recognition" policy in Note 1 "Business and
Summary of Significant Accounting Policies". Any residual purchase price is
recorded as goodwill. Accounting for business combinations requires us to make
significant estimates and assumptions, especially at the acquisition date with
respect to intangible assets and deferred revenue obligations.

Although we believe the assumptions and estimates we have made are reasonable,
they are based in part on historical experience and information obtained from
the management of the acquired companies and are inherently uncertain and
unpredictable. Unanticipated events and circumstances may occur which may affect
the accuracy or validity of such assumptions, estimates, or actual results.
Examples of critical estimates used in valuing certain of the intangible assets
and in determining the assets' useful lives for the assets we have acquired or
may acquire in the future include but are not limited to:

•future expected cash flows from subscriptions and maintenance agreements, sales, and acquired developed technologies;


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•the acquired company's trade name and patents, as well as assumptions about the
period of time the acquired trade name and patents will continue to be used in
our product portfolio;

•expected growth in revenue from the acquired company's existing customer relationships;

•expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed;

•uncertain tax positions and tax related valuation allowances assumed; and

•discount rates used to determine the present value of estimated future cash flows.



Realizability of Long-Lived Assets. We assess the realizability of our
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. We consider the following factors
important in determining when to perform an impairment review: significant
under-performance of a business or product line relative to budget, shifts in
business strategies which affect the continued uses of the assets, significant
negative industry or economic trends, and the results of past impairment
reviews. When such events or changes in circumstances occur, we assess
recoverability of these assets.

We assess recoverability of these assets by comparing the carrying amounts to
the future undiscounted cash flows the assets are expected to generate. 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 long-lived assets.

The key assumptions that we use in our discounted cash flow model include the
amount and timing of estimated future cash flows to be generated by the asset
group over an extended period of time and a rate of return that considers the
relative risk of achieving the cash flows and the time value of money.
Significant judgment is required to estimate the amount and timing of future
cash flows and the relative risk of achieving those cash flows. We also make
judgments about the remaining useful lives of acquired intangible assets and
other long-lived assets that have finite lives.

Variances in these assumptions could have a significant impact on our conclusion
as to whether an asset is impaired or the amount of any impairment charge.
Impairment charges, if any, result in situations where any fair values of these
assets are less than their carrying values.

Income Taxes. We account for income taxes under the asset and liability
approach. 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. We recognize the tax benefit for an
uncertain tax position when it meets the more likely than not threshold for
recognition. We recognize potential accrued interest and penalties related to
unrecognized tax benefits as income tax expense.

A valuation allowance is recorded to reduce deferred tax assets when management
cannot conclude that it is more likely than not that the deferred tax asset will
be recovered. The valuation allowance is determined by assessing both positive
and negative evidence to determine whether it is more likely than not that
deferred tax assets are recoverable; such assessment is required on a
jurisdiction-by-jurisdiction basis. Significant judgment is required in
determining whether the valuation allowance should be recorded against deferred
tax assets. In assessing the need for or release of a valuation allowance, we
consider all available evidence including past operating results and estimates
of future taxable income.

As we continually strive to optimize our overall business model, tax planning
strategies may become feasible and prudent whereby management may determine that
it is more likely than not that the Netherlands, Canada, Australia, California,
Michigan and U.S. capital loss deferred tax assets will be realized. Each
quarter we will continue to evaluate the positive and negative evidence of our
ability to utilize our global deferred tax assets.

Loss Contingencies. As described in Part I, Item 3, "Legal Proceedings" and Part
II, Item 8, Note 10, "Commitments and Contingencies," in the Notes to
Consolidated Financial Statements, we are periodically involved in various legal
claims and proceedings. We routinely review the status of each significant
matter and assess our potential financial exposure. If the potential loss from
any matter is considered probable and the amount can be reasonably estimated, we
record a liability for the estimated loss. Significant judgment is required to
determine both the likelihood of there being, and the estimated amount of, a
loss related to such matters. Due to inherent uncertainties related to these
matters, we base our loss accruals on the best information available at the
time. Until the final resolution of such matters, there may be an exposure to
loss in excess of the

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amount recorded. As additional information becomes available, we reassess our
potential liability and may revise our estimates. Such revisions could have a
material impact on future quarterly or annual results of operations.

RECENTLY ISSUED ACCOUNTING STANDARDS



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

OVERVIEW OF FISCAL 2022

•Total net revenue was $4.39 billion during fiscal 2022, an increase of 16% compared to the prior fiscal year.



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

•Net revenue retention rate ("NR3") was within the range of 100% and 110% as of both January 31, 2022 and 2021.

•Deferred revenue was $3.79 billion, an increase of 13% compared to the prior fiscal year.



•Remaining performance obligations (short-term and long-term deferred revenue
plus unbilled deferred revenue) ("RPO") was $4.74 billion, an increase of 12%
compared to the fourth quarter in the prior fiscal year.

•Current remaining performance obligations were $3.14 billion, an increase of 15% compared to the prior fiscal year.

Revenue Analysis



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

Further discussion of the drivers of these results are discussed below under the heading "Results of Operations."



We rely significantly upon major distributors and resellers in both the United
States and international regions, including Tech Data Corporation and its global
affiliates (collectively, "Tech Data") and Ingram Micro Inc. ("Ingram Micro").
Total sales to Tech Data accounted for 36%, 37% and 35% of Autodesk's total net
revenue during fiscal 2022, 2021 and 2020, respectively. Ingram Micro accounted
for 9% of Autodesk's total net revenue during fiscal 2022 and 10% of Autodesk's
total net revenue during both fiscal 2021 and 2020. Our customers through Tech
Data and Ingram Micro are the resellers and end users who purchase our software
subscriptions and services. Should any of our agreements with Tech Data or
Ingram Micro be terminated for any reason, we believe the resellers and end
users who currently purchase our products through Tech Data or Ingram Micro
would be able to continue to do so under substantially the same terms from one
of our many other distributors without substantial disruption to our revenue.
Consequently, we believe our business is not substantially dependent on Tech
Data or Ingram Micro.

Recurring Revenue and Net Revenue Retention Rate



In order to help better understand our financial performance we use several key
performance metrics, including recurring revenue and NR3. These metrics are key
performance metrics and should be viewed independently of revenue and deferred
revenue as these metrics are not intended to be combined with those items. We
use these metrics to monitor the strength of our recurring business. We believe
these metrics are useful to investors because they can help in monitoring the
long-term health of our business. Our determination and presentation of these
metrics may differ from that of other companies. The presentation of these
metrics is meant to be considered in addition to, not as a substitute for or in
isolation from, our financial measures prepared in accordance with GAAP. Please
refer to the "Glossary of Terms" for the definitions of these metrics in Part I,
Item 1 Business.


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




                                     Fiscal Year                     Change compared to                                                      Change compared to
                                    Ended January                  prior fiscal year end                 Fiscal Year Ended                 prior fiscal year end                 Fiscal Year Ended
                                       31, 2022                     $                      %              January 31, 2021                  $                      %              January 31, 2020
Recurring Revenue (in millions)
(1)                                $4,232.7               $             570.5                16  %       $    3,662.2             $             523.7                17  %       $    3,138.5
As a percentage of net revenue                96  %                          N/A               N/A                 97     %                          N/A               N/A                 96     %


 ________________
(1)   The acquisition of a business may cause variability in the comparison of
recurring revenue in this table above and recurring revenue derived from the
revenue reported in the Consolidated Statements of Operations.
NR3 was within the range of 100% and 110% as of both January 31, 2022 and 2021.

Foreign Currency Analysis

We generate a significant amount of our revenue in the United States, Japan, Germany, the United Kingdom, and Finland.

The following table shows the impact of foreign exchange rate changes on our net revenue and total spend:


                                                                                     Fiscal Year Ended January 31, 2022
                                                    Percent change compared to           Constant currency percent            Positive/negative/neutral
                                                      prior fiscal year (as                  change compared to              impact from foreign exchange
                                                            reported)                      prior fiscal year (1)                     rate changes
Net revenue                                                                16  %                                14  %                  Positive
Total spend                                                                19  %                                18  %                  Negative

________________

(1)Please refer to the "Glossary of Terms" in Part I, Item 1 Business for the definitions of our constant currency growth rates.



Changes in the value of the U.S. dollar may have a significant effect on net
revenue, total spend, and income from operations in future periods. We use
foreign currency contracts to reduce the exchange rate effect on a portion of
the net revenue of certain anticipated transactions but do not attempt to
completely mitigate the impact of fluctuations of such foreign currency against
the U.S. dollar.

Remaining Performance Obligations



RPO represents deferred revenue and contractually stated or committed orders
under early renewal and multi-year billing plans for subscription, services,
license, and maintenance for which the associated deferred revenue has not yet
been recognized. Unbilled deferred revenue is not included as a receivable or
deferred revenue on our Consolidated Balance Sheets. See Part II, Item 8, Note
2, "Revenue Recognition" for more details on Autodesk's performance obligations.

          (in millions)                 January 31, 2022       January 31, 2021
          Deferred revenue             $         3,789.8      $         3,360.2
          Unbilled deferred revenue                949.2                  880.5
          RPO                          $         4,739.0      $         4,240.7


RPO consisted of the following:



          (in millions)                   January 31, 2022       January 31, 2021
          Current RPO                                           $         3,140.5      $ 2,738.0
          Non-current RPO                                                 1,598.5        1,502.7
          RPO                                                   $         4,739.0      $ 4,240.7



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We expect that the amount of RPO will change from quarter to quarter for several
reasons, including the specific timing, duration, and size of customer
subscription and support agreements, varying billing cycles of such agreements,
the specific timing of customer renewals, and foreign currency fluctuations.
Historically, we have had increased EBA sales activity in our fourth fiscal
quarter and this seasonality may affect the relative value of our billings, RPO,
and collections in the fourth and first fiscal quarters.

Balance Sheet and Cash Flow Items



At January 31, 2022, we had $1.81 billion in cash, cash equivalents, and
marketable securities. Our cash flow from operations increased to $1.53 billion
for the fiscal year ended January 31, 2022, from $1.44 billion for the fiscal
year ended January 31, 2021. We repurchased 4.0 million shares of our common
stock for $1.09 billion during fiscal 2022. Comparatively, we repurchased 2.6
million shares of our common stock for $549.4 million during fiscal 2021.
Further discussion regarding the balance sheet and cash flow activities are
discussed below under the heading "Liquidity and Capital Resources."

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RESULTS OF OPERATIONS

Impacts of COVID-19 to Autodesk's Business



We are continuing to conduct business during the COVID-19 pandemic with
substantial modifications to employee travel, employee work locations, and
virtualization, postponement or cancellation of certain sales and marketing
events, among other modifications. We will continue to invest in critical areas
such as research and development, construction, and digitizing the company to
ensure our future success as we come out of the pandemic. We have observed other
companies, as well as many governments continuing to take precautionary measures
to address COVID-19, and they may take further actions that alter their normal
business operations. While government authorities in some geographies are
removing or adding COVID-19 related business operations restrictions, we
continue to actively monitor the situation and may take further actions that
alter our business operations as may be required by federal, state, or local
authorities, or that we determine are in the best interests of our employees,
customers, partners, suppliers, and stockholders, including in response to
outbreaks and variants.

Additionally, the COVID-19 pandemic has spurred changes in the way we work as we
move to a more hybrid workforce resulting in an evaluation of our office space
needs. Accordingly, we are reducing our facilities portfolio worldwide and
incurred impairment and accelerated depreciation charges of $103.7 million to
assets associated with our operating leases for real estate during the fiscal
year ended January 31, 2022, and expect to incur additional impairments over the
next several quarters which we currently estimate could result in impairment
charges that would range up to approximately $25.0 million depending on the
then-current market conditions. See Note 9, "Leases," in the Notes to
Consolidated Financial Statements for more information. Optimizing our
facilities costs will allow us to better deploy capital to further our strategy
and drive growth. However, there is no guarantee that we will realize any
anticipated benefits to our business, including any cost savings or operational
efficiencies, or that our impairment charges would be limited to that amount.

We believe our investment in cloud products and a subscription business model,
backed by a strong balance sheet, give us a robust foundation to successfully
navigate the economic challenges of COVID-19. However, supply chain disruption
and resulting inflationary pressures, a global labor shortage, and the ebb and
flow of COVID-19, including in specific geographies, are currently impacting the
pace of our recovery and our outlook. The extent of the impact on our business
in fiscal 2023 and beyond will depend on several factors, including the full
duration and the extent of the pandemic, including as a result of outbreaks and
variants; actions taken by governments, businesses, and consumers in response to
the pandemic; speed and timing of economic recovery, including in specific
geographies; speed of continued rollout of COVID-19 vaccines, lifting of
restrictions on movement, and normalization of full-time return to work and
social events; our billings and renewal rates, including new business close
rates, rate of multi-year contracts, pace of closing larger transactions, and
new unit volume growth; and effect of the pandemic on margins and cash flow. All
of these factors continue to evolve and remain uncertain at this time, and some
of these factors are not within our control. Further discussion of the potential
impacts of COVID-19 on our business can be found in Part I, Item 1A, "Risk
Factors."

Net Revenue by Income Statement Presentation



Subscription revenue consists of our term-based product subscriptions, cloud
service offerings, and flexible EBAs. Revenue from these arrangements is
predominately recognized ratably over the contract term commencing with the date
our service is made available to customers and when all other revenue
recognition criteria have been satisfied.

Maintenance revenue consists of renewal fees for existing maintenance plan agreements that were initially purchased with a perpetual software license. Under our maintenance plan, customers are eligible to receive unspecified upgrades, when and if available, and technical support. We recognize maintenance revenue ratably over the term of the agreements, which is generally one year.



Other revenue consists of revenue from consulting, training, and other products
and services, and is recognized as the products are delivered and services are
performed.






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                                                                 Change compared to prior fiscal
                                            Fiscal Year                        year                        Fiscal Year
                                           Ended January                                                  Ended January
(in millions, except percentages)            31, 2022                 $                    %                31, 2021               Management Comments
Net revenue:
Subscription                              $    4,156.4          $        677.5               19  %       $    3,478.9          Increase due to growth
                                                                                                                               across subscription types,
                                                                                                                               led by subscription renewal
                                                                                                                               revenue as a result of
                                                                                                                               growth in the subscription
                                                                                                                               base. Also contributing to
                                                                                                                               the growth was an increase
                                                                                                                               in revenue from EBA
                                                                                                                               offerings.
Maintenance                                       76.3                  (107.0)             (58) %              183.3
  Total subscription and maintenance           4,232.7                   570.5               16  %            3,662.2
revenue
Other                                            153.7                    25.5               20  %              128.2
                                          $    4,386.4          $        596.0               16  %       $    3,790.4



                                                                  Change compared to prior fiscal
                                            Fiscal Year                        year                   Fiscal Year
                                           Ended January                                             Ended January
(in millions, except percentages)            31, 2021                   $                  %           31, 2020               Management Comments
Net revenue:
Subscription                              $    3,478.9          $        727.0                26  % $    2,751.9          Increase due to growth
                                                                                                                          across subscription types,
                                                                                                                          led by product subscription
                                                                                                                          renewal revenue. Also
                                                                                                                          contributing to the growth
                                                                                                                          was an increase in revenue
                                                                                                                          from EBA offerings.
Maintenance                                      183.3                  (203.3)              (53) %        386.6
  Total subscription and maintenance           3,662.2                   523.7                17  %      3,138.5
revenue
Other                                            128.2                    (7.6)               (6) %        135.8
                                          $    3,790.4          $        516.1                16  % $    3,274.3




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Net Revenue by Product Family

Our product offerings are focused in four primary product families: Architecture, Engineering and Construction ("AEC"), AutoCAD and AutoCAD LT, Manufacturing ("MFG"), and Media and Entertainment ("M&E").



                                                 Fiscal Year          

Change compared to prior fiscal Fiscal Year


                                                Ended January                      year                       Ended January
(in millions, except percentages)                 31, 2022                 $                   %                31, 2021                    Management 

Comments


Net revenue by product family:
AEC                                            $    1,959.9          $        311.3              19  %       $    1,648.6          Increase due to growth in revenue
                                                                                                                                   from AEC collections, EBAs, Innovyze
                                                                                                                                   and Revit.
AutoCAD and AutoCAD LT                              1,253.0                   153.6              14  %            1,099.4          Increase due to growth in revenue
                                                                                                                                   from both AutoCAD and AutoCAD LT.
MFG                                                   876.0                    77.4              10  %              798.6          Increase due to growth in revenue
                                                                                                                                   from Fusion360, EBAs, and MFG
                                                                                                                                   Collections.
M&E                                                   258.9                    39.5              18  %              219.4          Increase due to growth in revenue
                                                                                                                                   from EBAs, Maya, and M&E Collections.
Other                                                  38.6                    14.2              58  %               24.4
                                               $    4,386.4          $        596.0              16  %       $    3,790.4



                                                 Fiscal Year         

Change compared to prior fiscal Fiscal Year


                                                Ended January                      year                       Ended January
(in millions, except percentages)                 31, 2021                   $                 %                31, 2020                 Management 

Comments


Net revenue by product family:
AEC                                            $    1,648.6          $        271.5              20  %       $    1,377.1          Increase due to growth in
                                                                                                                                   revenue from AEC collections,
                                                                                                                                   EBAs, BIM360 and PlanGrid.
AutoCAD and AutoCAD LT                              1,099.4                   151.2              16  %              948.2          Increase due to growth in
                                                                                                                                   revenue from both AutoCAD and
                                                                                                                                   AutoCAD LT.
MFG                                                   798.6                    72.5              10  %              726.1          Increase due to growth in
                                                                                                                                   revenue from MFG Collections,
                                                                                                                                   EBAs, and Fusion360.
M&E                                                   219.4                    20.2              10  %              199.2          Increase due to growth in
                                                                                                                                   revenue from EBAs, M&E
                                                                                                                                   Collections, Maya, and 3DS Max.
Other                                                  24.4                     0.7               3  %               23.7
                                               $    3,790.4          $        516.1              16  %       $    3,274.3




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Net Revenue by Geographic Area




                                                                                               Constant                                                                            Constant
                                                                                            currency change                                                                     currency change
                                Fiscal Year                                                   compared to           Fiscal Year                                                   compared to           Fiscal Year
                               Ended January         Change compared to

prior fiscal prior fiscal Ended January Change compared to prior fiscal prior fiscal Ended January


                                 31, 2022                         year                           year                31, 2021                         year                           year                31, 2020
(in millions, except
percentages)                                              $                   %                    %                                          $                   %                    %

Net revenue:
Americas
U.S.                          $    1,456.5          $        174.7              14  %                     *       $    1,281.8          $        172.9              16  %                     *       $    1,108.9
Other Americas                       308.6                    48.0              18  %                     *              260.6                    33.7              15  %                     *              226.9
Total Americas                     1,765.1                   222.7              14  %                 14  %            1,542.4                   206.6              15  %                 16  %            1,335.8
EMEA                               1,700.4                   227.8              15  %                 12  %            1,472.6                   169.1              13  %                 15  %            1,303.5
APAC                                 920.9                   145.5              19  %                 17  %              775.4                   140.4              22  %                 22  %              635.0
Total net revenue             $    4,386.4          $        596.0              16  %                 14  %       $    3,790.4          $        516.1              16  %                 17  %       $    3,274.3

Emerging economies            $      546.4          $         83.2              18  %                 17  %       $      463.2          $         67.0              17  %                 17  %       $      396.2


____________________

* Constant currency data not provided at this level.



We believe that international revenue will continue to comprise a majority of
our net revenue. Unfavorable economic conditions in the countries that
contribute a significant portion of our net revenue, including in emerging
economies such as Brazil, Russia, India, and China, and including as a result of
the COVID-19 pandemic or in connection with the
significant military action against Ukraine launched by Russia (or any related
political or economic responses and counter-responses or otherwise by various
global actors or the general effect on the global economy), may have an adverse
effect on our business in those countries and our overall financial performance.
Changes in the value of the U.S. dollar relative to other currencies have
significantly affected, and could continue to significantly affect, our
financial results for a given period even though we hedge a portion of our
current and projected revenue. Increases to the levels of political and economic
unpredictability or protectionism in the global market may impact our future
financial results.


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Net Revenue by Sales Channel

                                                                    Change compared to prior fiscal
                                               Fiscal Year                        year                        Fiscal Year
                                              Ended January                                                  Ended January
(in millions, except percentages)               31, 2022                 $                    %                31, 2021                   Management Comments
Net revenue by sales channel:
Indirect                                     $    2,849.4          $        249.4               10  %       $    2,600.0          Increase due to growth in
                                                                                                                                  subscription revenue.
Direct                                            1,537.0                   346.6               29  %            1,190.4          Increase due to an increase in EBAs
                                                                                                                                  and our online Autodesk branded
                                                                                                                                  store.
Total net revenue                            $    4,386.4          $        596.0               16  %       $    3,790.4


                                                                    Change compared to prior fiscal
                                               Fiscal Year                        year                        Fiscal Year
                                              Ended January                                                  Ended January
(in millions, except percentages)               31, 2021                   $                  %                31, 2020                 Management Comments
Net revenue by sales channel:
Indirect                                     $    2,600.0          $        317.8               14  %       $    2,282.2          Increase due to growth in
                                                                                                                                  subscription revenue offset by
                                                                                                                                  lower maintenance plan
                                                                                                                                  subscriptions.
Direct                                            1,190.4                   198.3               20  %              992.1          Increase due to growth in EBAs
                                                                                                                                  and our online Autodesk branded
                                                                                                                                  store.
Total net revenue                            $    3,790.4          $        516.1               16  %       $    3,274.3




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Net Revenue by Product Type




                                                           Change compared to
                              Fiscal Year                   prior fiscal year                               Fiscal Year
(In millions, except         Ended January                                                                 Ended January
percentages)                   31, 2022                   $                     %                            31, 2021                Management Comments
Net Revenue by Product
Type:
Design                      $    3,868.8          $             503               15  %                   $    3,365.8          Increase is due to growth in
                                                                                                                                AEC & MFG collections,
                                                                                                                                AutoCAD Family, AutoCAD LT,
                                                                                                                                and EBA offerings.
Make                               363.9                       67.5               23  %                          296.4          Increase primarily due to
                                                                                                                                growth in revenue from BIM
                                                                                                                                Family, PlanGrid, and Fusion
                                                                                                                                products.
Other                              153.7                       25.5               20  %                          128.2
Total Net Revenue           $    4,386.4          $             596               16  %                   $    3,790.4


                                                           Change compared to
                              Fiscal Year                   prior fiscal year                               Fiscal Year
(In millions, except         Ended January                                                                 Ended January
percentages)                   31, 2021                   $                     %                            31, 2020                Management Comments
Net Revenue by Product
Type:
Design                      $    3,365.8          $           445.7               15  %                   $    2,920.1          Increase is due to growth in
                                                                                                                                AEC & MFG collections,
                                                                                                                                AutoCAD Family, AutoCAD LT,
                                                                                                                                and EBA offerings.
Make                               296.4                       78.0               36  %                          218.4          Increase primarily due to
                                                                                                                                growth in revenue from BIM
                                                                                                                                Family, PlanGrid, and Fusion
                                                                                                                                products.
Other                              128.2                       (7.6)              (6) %                          135.8
Total Net Revenue           $    3,790.4          $           516.1               16  %                   $    3,274.3

Cost of Revenue and Operating Expenses



Cost of subscription and maintenance revenue includes the labor costs of
providing product support to our subscription and maintenance customers, SaaS
vendor costs and allocated IT costs, facilities costs, professional services
fees related to operating our network and cloud infrastructure, royalties,
depreciation expense and operating lease payments associated with computer
equipment, data center costs, salaries, related expenses of network operations,
stock-based compensation expense, and gains and losses on our operating expense
cash flow hedges.

Cost of other revenue includes labor costs associated with product setup, costs
of consulting and training services contracts, and collaborative project
management services contracts. Cost of other revenue also includes stock-based
compensation expense, overhead charges, allocated IT and facilities costs,
professional services fees, and gains and losses on our operating expense cash
flow hedges.

Cost of revenue, at least over the near term, is affected by labor costs, hosting costs for our cloud offerings, the volume and mix of product sales, fluctuations in consulting costs, amortization of developed technology, new customer support offerings, royalty rates for licensed technology embedded in our products, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges.



Marketing and sales expenses include salaries, bonuses, benefits, and
stock-based compensation expense for our marketing and sales employees, the
expense of travel, entertainment, and training for such personnel, sales and
dealer commissions, and the costs of programs aimed at increasing revenue, such
as advertising, trade shows and expositions, and various sales and promotional
programs. Marketing and sales expenses also include SaaS vendor costs and
allocated IT costs, payment processing fees, the cost of supplies and equipment,
gains and losses on our operating expense cash flow hedges, facilities costs,
and labor costs associated with sales and order management.

Research and development expenses, which are expensed as incurred, consist
primarily of salaries, bonuses, benefits, and stock-based compensation expense
for research and development employees, the expense of travel, entertainment,
and training

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for such personnel, professional services such as fees paid to software development firms and independent contractors, SaaS vendor costs and allocated IT costs, gains and losses on our operating expense cash flow hedges, and facilities costs.



General and administrative expenses include salaries, bonuses, benefits, and
stock-based compensation expense for our CEO, finance, human resources, and
legal employees, as well as professional fees for legal and accounting services,
SaaS vendor costs and net IT costs, certain foreign business taxes, gains and
losses on our operating expense cash flow hedges, expense of travel,
entertainment, and training, facilities costs, acquisition-related costs, and
the cost of supplies and equipment.

                                                        Change compared to 

prior fiscal


                                   Fiscal Year                        year                        Fiscal Year
(In millions, except              Ended January                                                  Ended January
percentages)                        31, 2022                 $                    %                31, 2021                    Management Comments
Cost of revenue:
Subscription and maintenance     $      299.1          $         57.0               24  %       $      242.1          Increase primarily due to an increase
                                                                                                                      in cloud hosting costs and
                                                                                                                      employee-related costs driven by
                                                                                                                      higher headcount as well as an
                                                                                                                      increase in stock-based compensation
                                                                                                                      expense.
Other                                    66.6                     2.5                4  %               64.1          Increase primarily due to an increase
                                                                                                                      in stock-based compensation expense.
 Amortization of developed               52.8                    21.9               71  %               30.9          Increase due to growth in amortization
technologies                                                                                                          expense from acquired developed
                                                                                                                      technologies as a result of our
                                                                                                                      acquisitions in the fourth quarter of
                                                                                                                      fiscal 2021 and in fiscal 2022.
      Total cost of revenue      $      418.5          $         81.4      

        24  %       $      337.1

Operating expenses:
Marketing and sales              $    1,623.1          $        182.8               13  %       $    1,440.3          Increase primarily due to an increase
                                                                                                                      in employee-related costs driven by
                                                                                                                      higher headcount, an increase in
                                                                                                                      stock-based compensation expense, an
                                                                                                                      increase in advertisement and
                                                                                                                      promotion costs due to new company
                                                                                                                      branding campaign, as well as an
                                                                                                                      increase in cloud hosting costs and
                                                                                                                      professional fees.
Research and development              1,114.8                   182.3               20  %              932.5          Increase primarily due to an increase
                                                                                                                      in stock-based compensation expense,
                                                                                                                      an increase in employee-related costs
                                                                                                                      driven by higher headcount, as well as
                                                                                                                      an increase in professional fees.
General and administrative              571.7                   157.8               38  %              413.9          Increase primarily due to
                                                                                                                      lease-related asset impairment and
                                                                                                                      other charges in fiscal 2022, an
                                                                                                                      increase in stock-based compensation
                                                                                                                      expense, an increase in employee
                                                                                                                      related costs driven by higher
                                                                                                                      headcount, as well as an increase in
                                                                                                                      cloud hosting costs.
Amortization of purchased                40.7                     3.2      

         9  %               37.5          Increase due to growth in amortization
intangibles                                                                                                           expense from acquired intangibles as a
                                                                                                                      result of our acquisitions in the
                                                                                                                      fourth quarter of fiscal 2021 and in
                                                                                                                      fiscal 2022.

      Total operating expenses   $    3,350.3          $        526.1               19  %       $    2,824.2



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                                   Fiscal Year         Change compared to prior fiscal year         Fiscal Year
(In millions, except              Ended January                                                    Ended January
percentages)                        31, 2021                 $                     %                 31, 2020                    Management comments
Cost of revenue:
Subscription and maintenance                                                                                            Increase primarily due to an increase
                                                                                                                        in cloud hosting costs as well as an
                                                                                                                        increase in stock-based compensation
                                 $      242.1          $         18.2                  8  %       $      223.9          expense.
Other                                                                                                                   Decrease primarily due to lower travel
                                                                                                                        and entertainment expense partially
                                                                                                                        offset by an increase in
                                                                                                                        employee-related costs driven by
                                         64.1                    (2.4)                (4) %               66.5          higher headcount.
 Amortization of developed                                                                                              Decrease primarily due to previously
technologies                                                                                                            acquired developed technologies
                                                                                                                        continuing to become fully amortized
                                                                                                                        partially offset by amortization from
                                                                                                                        recently acquired developed
                                         30.9                    (3.6)               (10) %               34.5          technologies.

      Total cost of revenue      $      337.1          $         12.2      

           4  %       $      324.9

Operating expenses:
Marketing and sales                                                                                                     Increase primarily due to increased
                                                                                                                        employee-related costs driven by
                                                                                                                        higher headcount, an increase in
                                                                                                                        stock-based compensation expense, as
                                                                                                                        well as an increase in SaaS vendor
                                                                                                                        costs and allocated IT costs partially
                                                                                                                        offset by a decrease in travel and
                                 $    1,440.3          $        130.0                 10  %       $    1,310.3          entertainment expenses.
Research and development                                                                                                Increase primarily due to increased
                                                                                                                        employee-related costs driven by
                                                                                                                        higher headcount, an increase in
                                                                                                                        stock-based compensation expense, as
                                                                                                                        well as an increase in SaaS vendor
                                                                                                                        costs and allocated IT costs partially
                                                                                                                        offset by a decrease in travel and
                                        932.5                    81.4                 10  %              851.1          entertainment expenses.
General and administrative                                                                                              Increase primarily due to increase in
                                                                                                                        employee related costs driven by
                                                                                                                        higher headcount, as well as an
                                                                                                                        increase in net SaaS vendor costs
                                                                                                                        partially offset by a decrease in
                                        413.9                     8.3                  2  %              405.6          stock-based compensation expense.
Amortization of purchased                                                                                               Decrease as previously acquired
intangibles                                                                                                             purchased intangibles continue to
                                                                                                                        become fully amortized partially
                                                                                                                        offset by amortization from recently
                                         37.5                    (1.4)                (4) %               38.9          acquired purchased intangibles.
Restructuring and other exit
costs, net                                  -                    (0.5)              (100) %                0.5
      Total operating expenses   $    2,824.2          $        217.8                  8  %       $    2,606.4

The following table highlights our expectation for the absolute dollar change and percent of revenue change for fiscal 2023 as compared to fiscal 2022:



                                                                                                  Percent of net
                                                             Absolute dollar impact               revenue impact
Cost of revenue                                                     Increase                           Flat
Marketing and sales                                                 Decrease                         Decrease
Research and development                                            Increase                         Decrease
General and administrative                                          Increase                         Increase
Amortization of purchased intangibles                                 Flat                             Flat




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Interest and Other Expense, Net



The following table sets forth the components of interest and other expense,
net:

                                                     Fiscal year ended January 31,
                                                    2022               2021         2020
                                                             (in millions)
     Interest and investment expense, net   $     (65.0)             $ 

(51.1) $ (54.0)


     Gain on foreign currency                       0.4                  

3.5 3.9


     Gain (loss) on strategic investments           4.0                

(41.7) (3.3)


     Other income                                   7.7                  

6.9 5.2


     Interest and other expense, net        $     (52.9)             $ 

(82.4) $ (48.2)





Interest and other expense, net, decreased by $29.5 million during fiscal 2022,
as compared to fiscal 2021. The decrease was primarily due to gains on
dispositions, mark-to-market gains, and a decrease in impairments of strategic
investment equity securities in the current period as compared to the prior
period offset in part by an increase in interest expense as a result of the
issuance of debt in fiscal 2022 and a decrease in mark-to market gains on debt
and equity securities held in a rabbi trust under non-qualified deferred
compensation plans.

Interest and other expense, net, increased by $34.2 million during fiscal 2021,
as compared to fiscal 2020. The increase was primarily due to an increase in
impairments and negative measurement alternative adjustments on our strategic
investment equity securities and a decrease in interest income offset by a
decrease in interest expense as result of the payment in full of our term loan,
and an increase in mark-to-market gains on marketable securities.

Interest expense and investment income fluctuates based on average cash, marketable securities and debt balances, average maturities, and interest rates.



Gains and losses on foreign currency are primarily due to the impact of
re-measuring foreign currency transactions and net monetary assets into the
functional currency of the corresponding entity. The amount of the gain or loss
on foreign currency is driven by the volume of foreign currency transactions and
the foreign currency exchange rates for the year.

Provision for Income Taxes



We account for income taxes and the related accounts under the liability method.
Deferred tax liabilities and assets are determined based on the difference
between the financial statement and tax bases of assets and liabilities, using
enacted rates expected to be in effect during the year in which the basis
differences reverse. Furthermore, on January 22, 2018, the FASB released
guidance on the accounting for tax on the global intangible low-taxed income
("GILTI") provisions of the TCJA. The GILTI provisions impose a tax on foreign
income in excess of a deemed return on tangible assets of foreign corporations.
The Company has elected to recognize any potential GILTI obligations as an
expense in the period it is incurred.

Income tax expense was $67.7 million and tax benefit was $661.5 million for
fiscal 2022 and 2021, relative to pre-tax income of $564.7 million and $546.7
million, respectively, for the same periods. The tax expense for fiscal 2022
consists primarily of the U.S. and foreign tax expense, including withholding
tax, offset by shared-based compensation deductions, India withholding tax
refunds and generation of federal tax credits. Tax benefit for fiscal 2021
consisted primarily of the U.S. valuation allowance release, U.S. foreign
derived intangible income permanent benefit, share-based compensation deductions
and generation of federal tax credits, offset by foreign tax expense, including
withholding tax.

A valuation allowance is recorded to reduce deferred tax assets when management
cannot conclude that it is more likely than not that the net deferred tax asset
will be recovered. The valuation allowance is determined by assessing both
positive and negative evidence to determine whether it is more likely than not
that deferred tax assets are recoverable; such assessment is required on a
jurisdiction-by-jurisdiction basis. Significant judgment is required in
determining whether the valuation allowance should be recorded against deferred
tax assets. In assessing the need for a valuation allowance, we consider all
available evidence including past operating results and estimates of future
taxable income.

In fiscal 2016, we considered cumulative losses in the United States from our
business model transition as a significant source of negative evidence.
Considering this negative evidence, we determined that it was more likely than
not that we would

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not realize the U.S. deferred tax assets and recorded a full valuation allowance
against our deferred tax assets. Similarly, in fiscal 2018 we recorded a
valuation allowance against our Singapore deferred tax assets due to significant
negative evidence in the form of cumulative losses. Foreign operations in the
Netherlands and Canada that generated interest expense, future creditable
research in excess of earnings, respectively, also resulted in the historic
recording of a full valuation under the more likely than not realizability
criteria.

We released our Singapore valuation allowance in fiscal 2020 due to positive
evidence in the form of cumulative earnings, resulting in a $42.0 million
non-cash benefit to earnings. In the fourth quarter of fiscal 2021, we released
the valuation allowance against our deferred tax assets in the U.S., resulting
in a $679.0 million non-cash benefit to earnings. We released the U.S. valuation
allowance in fiscal 2021 due to the following positive evidence:

•Recent history of worldwide pre-tax earnings, including cumulative earnings on
a worldwide basis as of fiscal 2021
•Recent history of U.S. taxable income
•Forecast of worldwide and U.S. pre-tax earnings, including a forecast of
cumulative earnings in the U.S. jurisdiction
•Forecast of U.S. taxable income
•Reversal of deferred tax liabilities

We have retained a valuation allowance against California and Michigan deferred
tax assets as well as deferred tax assets that will convert into a capital loss
upon reversal as we do not have sufficient income of the appropriate character
to benefit these deferred tax assets.

As we continually strive to optimize our overall business model, tax planning
strategies may become feasible whereby management may determine, based on all
available evidence, both positive and negative, that it is more likely than not
that the Netherlands, Canada, Australia, California, Michigan, and U.S. capital
loss deferred tax assets will be realized.

As of January 31, 2022, we had $206.7 million of gross unrecognized tax
benefits, of which $33.6 million would reduce our valuation allowance, if
recognized. The remaining $173.1 million would impact the effective tax rate. It
is possible that the amount of unrecognized tax benefits will change in the next
12 months for an audit settlement of approximately $7.8 million.

Our future effective annual tax rate may be materially impacted by the amount of
benefits and charges from tax amounts associated with our foreign earnings that
are taxed at rates different from the federal statutory rate, changes in
valuation allowances, level of profit before tax, accounting for uncertain tax
positions, business combinations, closure of statute of limitations or
settlement of tax audits, and changes in tax laws. A significant amount of our
earnings is generated by our European and Asia Pacific subsidiaries. Our future
effective tax rates may be adversely affected to the extent earnings are lower
than anticipated in countries where we have lower statutory tax rates.



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OTHER FINANCIAL INFORMATION

In addition to our results determined under U.S. generally accepted accounting
principles ("GAAP") discussed above, we believe the following non-GAAP measures
are useful to investors in evaluating our operating performance. For the fiscal
years ended January 31, 2022, 2021, and 2020, our gross profit, income from
operations, operating margin, net income, and diluted net income per share on a
GAAP and non-GAAP basis were as follows (in millions except for operating margin
and per share data):
                                                      Fiscal Year Ended January 31,
                                                   2022            2021            2020
                                                               (Unaudited)
      Gross profit                             $ 3,967.9       $ 3,453.3       $ 2,949.4
      Non-GAAP gross profit                    $ 4,054.3       $ 3,508.5       $ 3,004.0

      Income from operations                   $   617.6       $   629.1       $   343.0
      Non-GAAP income from operations          $ 1,397.4       $ 1,111.9       $   802.6
      Operating margin                                14  %           17  %           10  %
      Non-GAAP operating margin                       32  %           29  %           25  %
      Net income                               $   497.0       $ 1,208.2       $   214.5
      Non-GAAP net income                      $ 1,126.1       $   899.8       $   621.2
      Diluted net income per share             $    2.24       $    5.44       $    0.96
      Non-GAAP diluted net income per share    $    5.07       $    4.05       $    2.79



For our internal budgeting and resource allocation process and as a means to
provide consistency in period-to-period comparisons, we use non-GAAP measures to
supplement our consolidated financial statements presented on a GAAP basis.
These non-GAAP measures do not include certain items that may have a material
impact upon our reported financial results. We also use non-GAAP measures in
making operating decisions because we believe those measures provide meaningful
supplemental information regarding our earning potential and performance for
management by excluding certain benefits, credits, expenses, and charges that
may not be indicative of our core business operating results. For the reasons
set forth below, we believe these non-GAAP financial measures are useful to
investors both because (1) they allow for greater transparency with respect to
key metrics used by management in its financial and operational decision-making
and (2) they are used by our institutional investors and the analyst community
to analyze the health of our business. This allows investors and others to
better understand and evaluate our operating results and future prospects in the
same manner as management, compare financial results across accounting periods
and to those of peer companies, and to better understand the long-term
performance of our core business. We also use some of these measures for
purposes of determining company-wide incentive compensation.

There are limitations in using non-GAAP financial measures because non-GAAP
financial measures are not prepared in accordance with GAAP and may be different
from non-GAAP financial measures used by other companies. The non-GAAP financial
measures included above are limited in value because they exclude certain items
that may have a material impact upon our reported financial results. In
addition, they are subject to inherent limitations as they reflect the exercise
of judgments by management about which charges are excluded from the non-GAAP
financial measures. We compensate for these limitations by analyzing current and
future results on a GAAP basis as well as a non-GAAP basis and also by providing
GAAP measures in our public disclosures. The presentation of non-GAAP financial
information is meant to be considered in addition to, not as a substitute for or
in isolation from, the directly comparable financial measures prepared in
accordance with GAAP. We urge investors to review the reconciliation of our
non-GAAP financial measures to the comparable GAAP financial measures included
below, and not to rely on any single financial measure to evaluate our business.



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RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(In millions except for operating margin, and per share data):



                                                           Fiscal Year Ended January 31,
                                                        2022            2021            2020
                                                                    (Unaudited)
Gross profit                                        $ 3,967.9       $ 3,453.3       $ 2,949.4
Stock-based compensation expense                         34.5            23.6            19.6
Acquisition-related costs                                 0.7             0.7             0.5
Amortization of developed technologies                   51.2            30.9            34.5
Non-GAAP gross profit                               $ 4,054.3       $ 3,508.5       $ 3,004.0

Income from operations                              $   617.6       $   629.1       $   343.0
Stock-based compensation expense                        558.5           399.8           362.4
Amortization of developed technologies                   51.2            30.9            34.5
Amortization of purchased intangibles                    40.4            37.5            38.9

Acquisition-related costs                                26.0            14.6            23.3
Lease-related asset impairments and other charges       103.7               -               -
Restructuring and other exit costs, net                     -               -             0.5
Non-GAAP income from operations                     $ 1,397.4       $ 

1,111.9 $ 802.6



Operating margin                                           14  %           17  %           10  %
Stock-based compensation expense                           13  %           11  %           11  %
Amortization of developed technologies                      1  %            1  %            1  %
Amortization of purchased intangibles                       1  %            1  %            1  %

Acquisition-related costs                                   1  %            -  %            1  %
Lease-related asset impairments and other charges           2  %            -  %            -  %

Non-GAAP operating margin (1)                              32  %           29  %           25  %

Net income                                          $   497.0       $ 1,208.2       $   214.5
Stock-based compensation expense                        558.5           399.8           362.4
Amortization of developed technologies                   51.2            30.9            34.5
Amortization of purchased intangibles                    40.4            37.5            38.9

Acquisition-related costs                                26.0            14.6            23.3
Lease-related asset impairments and other charges       103.7               -               -



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                                                                                 Fiscal Year Ended January 31,
                                                                          2022                    2021               2020
                                                                                          (Unaudited)
Restructuring and other exit costs, net                                       -                       -                0.5
(Gain) loss on strategic investments                                       (4.0)                   41.7                3.2
Release of valuation allowance on deferred tax assets                         -                  (679.0)             (40.4)
Discrete tax benefit provision items                                      (72.3)                  (43.9)               2.1
Income tax effect of non-GAAP adjustments                                 (74.4)                 (110.0)             (17.8)
Non-GAAP net income                                               $     1,126.1               $   899.8          $   621.2

Diluted net income per share                                      $        2.24               $    5.44          $    0.96
Stock-based compensation expense                                           2.52                    1.80               1.63
Amortization of developed technologies                                     0.23                    0.14               0.16
Amortization of purchased intangibles                                      0.18                    0.17               0.17

Acquisition-related costs                                                  0.12                    0.07               0.11
Lease-related asset impairments and other charges                          0.47                       -                  -

(Gain) loss on strategic investments                                      (0.02)                   0.19               0.01
Release of valuation allowance on deferred tax assets                         -                   (3.06)             (0.18)
Discrete tax (benefit) provision items                                    (0.33)                  (0.20)              0.01
Income tax effect of non-GAAP adjustments                                 (0.34)                  (0.50)             (0.08)
Non-GAAP diluted net income per share                             $        5.07               $    4.05          $    2.79

_______________

(1)Totals may not sum due to rounding.

Our non-GAAP financial measures may exclude the following:



Stock-based compensation expenses. We exclude stock-based compensation expenses
from non-GAAP measures primarily because they are non-cash expenses and
management finds it useful to exclude certain non-cash charges to assess the
appropriate level of various operating expenses to assist in budgeting,
planning, and forecasting future periods. Moreover, because of varying available
valuation methodologies, subjective assumptions, and the variety of award types
that companies can use under FASB ASC Topic 718, we believe excluding
stock-based compensation expenses allows investors to make meaningful
comparisons between our recurring core business operating results and those of
other companies.

Amortization of developed technologies and purchased intangibles. We incur
amortization of acquisition-related developed technology and purchased
intangibles in connection with acquisitions of certain businesses and
technologies. Amortization of developed technologies and purchased intangibles
is inconsistent in amount and frequency and is significantly affected by both
the timing and size of our acquisitions. Management finds it useful to exclude
these variable charges from our cost of revenues to assist in budgeting,
planning, and forecasting future periods. Investors should note that the use of
intangible assets contributed to our revenues earned during the periods
presented and will contribute to our future period revenues as well.
Amortization of developed technologies and purchased intangible assets will
recur in future periods.

CEO transition costs. We exclude amounts paid to the Company's former CEOs upon
departure under the terms of their transition agreements, including severance
payments, acceleration of restricted stock units, and continued vesting of
performance stock units, and legal fees incurred with the transition. Also
excluded from our non-GAAP measures are recruiting costs related to the search
for a new CEO. These costs represent non-recurring expenses and are not
indicative of our ongoing operating expenses. We further believe that excluding
the CEO transition costs from our non-GAAP results is useful to investors in
that it allows for period-over-period comparability.

Goodwill impairment. This is a non-cash charge to write down goodwill to fair
value when there is an indication that the asset has been impaired. As explained
above, management finds it useful to exclude certain non-cash charges to assess
the appropriate level of various operating expenses to assist in budgeting,
planning, and forecasting future periods.


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Restructuring and other exit costs, net. These expenses are associated with
realigning our business strategies based on current economic conditions. In
connection with these restructuring actions or other exit actions, we recognize
costs related to termination benefits for former employees whose positions were
eliminated, the closure of facilities, and cancellation of certain contracts. We
exclude these charges because these expenses are not reflective of ongoing
business and operating results. We believe it is useful for investors to
understand the effects of these items on our total operating expenses.

Lease-related asset impairments and other charges. These charges are associated
with the optimization of our facilities costs related to leases for facilities
that we have recently vacated as a result of our one-time move to a more hybrid
remote workforce. In connection with these facility leases, we recognize costs
related to the impairment or abandonment of operating lease right-of-use assets,
computer equipment, furniture, and leasehold improvements, and other costs. We
exclude these charges because these expenses are not reflective of ongoing
business and operating results. We believe it is useful for investors to
understand the effects of these items on our total operating expenses.

Acquisition-related costs. We exclude certain acquisition-related costs,
including due diligence costs, professional fees in connection with an
acquisition, certain financing costs, and certain integration-related
expenses. These expenses are unpredictable, and depend on factors that may be
outside of our control and unrelated to the continuing operations of the
acquired business or our Company. In addition, the size and complexity of an
acquisition, which often drives the magnitude of acquisition-related costs, may
not be indicative of such future costs. We believe excluding acquisition-related
costs facilitates the comparison of our financial results to the Company's
historical operating results and to other companies in our industry.

Loss (gain) on strategic investments and dispositions. We exclude gains and
losses related to our strategic investments and dispositions of strategic
investments, purchased intangibles, and businesses from our non-GAAP measures
primarily because management finds it useful to exclude these variable gains and
losses on these investments and dispositions in assessing our financial results.
Included in these amounts are non-cash unrealized gains and losses, dividends
received, realized gains and losses on the sales or losses on the impairment of
these investments, and gain and loss on dispositions. We believe excluding these
items is useful to investors because they do not correlate to the underlying
performance of our business and these losses or gains were incurred in
connection with strategic investments and dispositions which do not occur
regularly.

Discrete tax provision items. We exclude the GAAP tax provision, including
discrete items, from the non-GAAP measure of net income (loss), and include a
non-GAAP tax provision based upon the projected annual non-GAAP effective tax
rate. Discrete tax items include income tax expenses or benefits that do not
relate to ordinary income from continuing operations in the current fiscal year,
unusual or infrequently occurring items, or the tax impact of certain
stock-based compensation. Examples of discrete tax items include, but are not
limited to, certain changes in judgment and changes in estimates of tax matters
related to prior fiscal years, certain costs related to business combinations,
certain changes in the realizability of deferred tax assets, or changes in tax
law. Management believes this approach assists investors in understanding the
tax provision and the effective tax rate related to ongoing operations. We
believe the exclusion of these discrete tax items provides investors with useful
supplemental information about our operational performance.

Establishment (release) of a valuation allowance on certain net deferred tax
assets. This is a non-cash charge to record or to release a valuation allowance
on certain deferred tax assets. As explained above, management finds it useful
to exclude certain non-cash charges to assess the appropriate level of various
cash expenses to assist in budgeting, planning, and forecasting future periods.

Income tax effects on the difference between GAAP and non-GAAP costs and
expenses. The income tax effects that are excluded from the non-GAAP measures
relate to the tax impact on the difference between GAAP and non-GAAP expenses,
primarily due to stock-based compensation, amortization of purchased
intangibles, and restructuring charges and other exit costs (benefits) for GAAP
and non-GAAP measures.

LIQUIDITY AND CAPITAL RESOURCES



Our primary source of cash is from the sale of our software and related
services. Our primary use of cash is payment of our operating costs, which
consist primarily of employee-related expenses, such as compensation and
benefits, as well as general operating expenses for marketing, facilities, and
overhead costs. Long-term cash requirements for items other than normal
operating expenses are anticipated for the following: the acquisition of
businesses, software products, or technologies complementary to our business;
repayment of debt; common stock repurchases; and capital expenditures, including
the purchase and implementation of internal-use software applications.


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At January 31, 2022, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $1.81 billion and net accounts receivable of $716.1 million.



In September 2021, Autodesk entered into an amended and restated credit
agreement ("Credit Agreement") by and among Autodesk, the lenders party thereto,
and Citibank, N.A., as agent, that provides for a revolving credit facility in
the aggregate principal amount of $1.5 billion with an option to be increased up
to $2.0 billion which increased from an aggregate principal amount of $650.0
million, with an option to be increased up to $1.0 billion, under our previous
credit agreement. The revolving credit facility is available for working capital
or other business needs. The maturity date on the Credit Agreement is September
30, 2026. At January 31, 2022, Autodesk had no outstanding borrowings under the
Credit Agreement. Additionally, as of March 14, 2022, we have no amounts
outstanding under the Credit Agreement. See Part II, Item 8, Note 8, "Borrowing
Arrangements," in the Notes to Consolidated Financial Statements for further
discussion on our covenant requirements. If we are unable to remain in
compliance with the covenants under the Credit Agreement, we may not be able to
draw on our revolving credit facility.

As of January 31, 2022, we had $2.65 billion aggregate principal amount of notes
outstanding. See Part II, Item 8, Note 8, "Borrowing Arrangements," in the Notes
to Consolidated Financial Statements for further discussion.

Our cash and cash equivalents are held by diversified financial institutions
globally. Our primary commercial banking relationship is with Citigroup and its
global affiliates. In addition, Citibank N.A., an affiliate of Citigroup, is one
of the lead lenders and agent in the syndicate of our $1.5 billion revolving
credit facility.

Our cash, cash equivalents, and marketable securities balances are concentrated
in a few locations around the world, with substantial amounts held outside of
the United States. As of January 31, 2022, approximately 66% of our total cash
or cash equivalents and marketable securities are located in foreign
jurisdictions and that percentage will fluctuate subject to business needs.
There are several factors that can impact our ability to utilize foreign cash
balances, such as foreign exchange restrictions, foreign regulatory
restrictions, or adverse tax costs. The Tax Act included a mandatory one-time
tax on accumulated earnings of foreign subsidiaries and generally eliminated
U.S. taxes on foreign subsidiary distributions in future periods. As a result,
earnings in foreign jurisdictions are generally available for distribution to
the United States with little to no incremental U.S. taxes. We regularly review
our capital structure and consider a variety of potential financing alternatives
and planning strategies to ensure we have the proper liquidity available in the
locations in which it is needed. We expect to meet our liquidity needs through
or in combination of current cash balances, ongoing cash flows, and external
borrowings.

Cash from operations could also be affected by various risks and uncertainties,
including, but not limited to the risks detailed in Part I, Item 1A titled "Risk
Factors." We currently expect to have sufficient liquidity to manage through the
COVID-19 pandemic but we will continue to monitor the impact of potential
disruptions beyond our control. Based on our current business plan and revenue
prospects, we believe that our existing cash and cash equivalents, our
anticipated cash flows from operations, and our available revolving credit
facility will be sufficient to meet our working capital and operating resource
expenditure requirements for at least the next 12 months from the date of this
Annual Report.

Our revenue, earnings, cash flows, receivables, and payables are subject to
fluctuations due to changes in foreign currency exchange rates, for which we
have put in place foreign currency contracts as part of our risk management
strategy. See Part II, Item 7A, "Quantitative and Qualitative Disclosures about
Market Risk" for further discussion.

                                                    Fiscal year ended January 31,
(in millions)                                    2022            2021       

2020

Net cash provided by operating activities $ 1,531.3 $ 1,437.2

  $ 1,415.1
Net cash used in investing activities           (1,594.6)        (403.9)    

(57.3)


Net cash used in financing activities             (168.6)      (1,046.8)    

(466.8)





Net cash provided by operating activities of $1,531.3 million for fiscal 2022,
primarily consisted of $497.0 million of our net income adjusted for
$817.0 million non-cash items such as stock-based compensation expense,
depreciation, amortization, and accretion expense, lease-related asset
impairment charges, and deferred income tax. The increase in cash provided by
working capital was primarily due to a net increase in deferred revenue of
$419.4 million driven by an increase in product subscriptions and EBA offerings
and a decrease in maintenance subscriptions offset in part by an increase in
prepaid expenses and other assets of $133.5 million primarily due to the timing
of payments for operating expenses.


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Net cash provided by operating activities of $1,437.2 million for fiscal 2021,
primarily consisted of $1,208.2 million of our net income adjusted for $217.6
million non-cash items such as deferred income tax including the release of our
deferred tax valuation allowance, stock-based compensation expense, and
depreciation, amortization, and accretion expense. The increase in cash provided
by working capital was primarily due to: a net increase in deferred revenue of
$344.4 million driven by an increase in product subscriptions and EBA offerings
and a decrease in maintenance subscriptions; and an increase in accounts payable
and other liabilities of $129.6 million primarily due to the timing of payments
for operating expenses and accruals for employee related costs.

Net cash used in investing activities was $1,594.6 million for fiscal 2022 and
was primarily due to business combinations, net of cash acquired, and purchases
of marketable securities.

Net cash used in investing activities was $403.9 million for fiscal 2021 and was
primarily due to business combinations, net of cash acquired, capital
expenditures, purchases of strategic investments, and purchases of marketable
securities. These cash outflows were partially offset by maturities of
marketable securities.

Net cash used in financing activities was $168.6 million in fiscal 2022 and was
primarily due to repurchases of our common stock offset by proceeds from the
issuance of debt and common stock.

Net cash used in financing activities was $1,046.8 million in fiscal 2021 and was primarily due to repurchases of our common stock and repayment of debt. These cash outflows were partially offset by proceeds from the issuance of common stock.





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CONTRACTUAL OBLIGATIONS

The following table summarizes our significant financial contractual obligations
at January 31, 2022, and the effect such obligations are expected to have on our
liquidity and cash flows in future periods.

                                           Fiscal year         Fiscal years          Fiscal years
(in millions)              Total               2023              2024-2025             2026-2027           Thereafter          Management Comments
Notes payable           $ 3,150.0          $   430.0          $      137.8          $      416.4          $  2,165.8    Notes payable consist of the notes
                                                                                                                        issued in December 2012, June
                                                                                                                        2015, June 2017, January 2020, and
                                                                                                                        October 2021 including interest.
                                                                                                                        See Part II, Item 8, Note 8,
                                                                                                                        "Borrowing Arrangements," in the
                                                                                                                        Notes to Consolidated Financial
                                                                                                                        Statements for further discussion.
Operating leases            467.4               95.8                 153.5                  94.0               124.1    Operating lease obligations
                                                                                                                        consist primarily of obligations
                                                                                                                        for real estate, vehicles, and
                                                                                                                        certain equipment. See Part II,
                                                                                                                        Item 8, Note 9, "Leases," in the
                                                                                                                        Notes to Consolidated Financial
                                                                                                                        Statements for further discussion.
Purchase obligations        317.6              109.4                 195.5                   9.2                 3.5    Purchase obligations are
                                                                                                                        contractual obligations for
                                                                                                                        purchase of goods or services and
                                                                                                                        are defined as agreements that are
                                                                                                                        enforceable and legally binding to
                                                                                                                        Autodesk and that specify all
                                                                                                                        significant terms, including:
                                                                                                                        fixed or minimum quantities to be
                                                                                                                        purchased; fixed, minimum, or
                                                                                                                        variable price provisions; and the
                                                                                                                        approximate timing of the
                                                                                                                        transaction. Purchase obligations
                                                                                                                        relate primarily to acquisition of
                                                                                                                        cloud services, marketing, and
                                                                                                                        commitments related to our
                                                                                                                        investment agreements with limited
                                                                                                                        liability partnership funds.
Deferred compensation        89.5                7.1                  15.6                  14.1                52.7    Deferred compensation obligations
obligations                                                                                                             relate to amounts held in a rabbi
                                                                                                                        trust under our non-qualified
                                                                                                                        deferred compensation plan. See
                                                                                                                        Part II, Item 8, Note 7, "Deferred
                                                                                                                        Compensation," in our Notes to
                                                                                                                        Consolidated Financial Statements
                                                                                                                        for further information regarding
                                                                                                                        this plan.
Pension obligations          35.2                2.9                   5.8                   6.6                19.9    Pension obligations relate to our
                                                                                                                        obligations for pension plans
                                                                                                                        outside of the United States. See
                                                                                                                        Part II, Item 8, Note 15,
                                                                                                                        "Retirement Benefit Plans," in our
                                                                                                                        Notes to Consolidated Financial
                                                                                                                        Statements for further information
                                                                                                                        regarding these obligations.
Asset retirement             12.0                4.3                   4.0                   0.8                 2.9    Asset retirement obligations
obligations                                                                                                             represent the estimated costs to
                                                                                                                        bring certain office buildings
                                                                                                                        that we lease back to their
                                                                                                                        original condition after the
                                                                                                                        termination of the lease.
Total (1)               $ 4,071.7          $   649.5          $      512.2          $      541.1          $  2,368.9


____________________
(1)This table generally excludes amounts already recorded on the balance sheet
as current liabilities, certain purchase obligations as discussed below, long
term deferred revenue, and amounts related to income tax accruals for uncertain
tax positions, since we cannot predict with reasonable reliability the timing of
cash settlements to the respective taxing authorities (see Part II, Item 8, Note
5, "Income Taxes" in the Notes to Consolidated Financial Statements).

Purchase orders or contracts for the purchase of supplies and other goods and
services are not included in the table above. We are not able to determine the
aggregate amount of such purchase orders that represent contractual obligations,
as purchase orders may represent authorizations to purchase rather than binding
agreements. Our purchase orders are based on our current procurement or
development needs and are fulfilled by our vendors within short time horizons.
We do not have significant agreements for the purchase of supplies or other
goods specifying minimum quantities or set prices that exceed our expected
requirements for three months. In addition, we have certain software royalty
commitments associated with the shipment and licensing of certain products.

The expected timing of payment of the obligations discussed above is estimated
based on current information. Timing of payments and actual amounts paid may be
different depending on the time of receipt of goods or services or changes to
agreed-upon amounts for some obligations.


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We provide indemnifications of varying scopes and certain guarantees, including
limited product warranties. Historically, costs related to these warranties and
indemnifications have not been significant, but because potential future costs
are highly variable, we are unable to estimate the maximum potential impact of
these guarantees on our future results of operations.

ISSUER PURCHASES OF EQUITY SECURITIES



Autodesk's stock repurchase 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 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 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.

During the three and 12 months ended January 31, 2022, we repurchased 2.3
million and 4.0 million shares of our common stock, respectively. At January 31,
2022, 8.1 million shares remained available for repurchase under the repurchase
program approved by the Board of Directors. This program does not have a fixed
expiration date. See Part II, Item 8, Note 11, "Stock Repurchase Program," in
the Notes to Consolidated Financial Statements for further discussion.


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