FISCAL YEAR

Annual Report
2020 Notice of annual meeting and
proxy statement
May 6, 2020

Dear Autodesk Stockholder:

You are cordially invited to attend Autodesk’s 2020 Annual Meeting of Stockholders to be held on Thursday, June 18,
2020, at 3:00 p.m., Pacific Time, at our San Francisco office, The Landmark, One Market Street, 2nd Floor, San Francisco,
California 94105. We are closely monitoring the novel coronavirus (COVID-19) situation, and if it is not advisable to meet in
person, we will meet by virtual meeting format only at [Link]/ADSK2020. If we meet virtually,
Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and vote online.

Proxy Materials
The 2020 Annual Meeting of Stockholders will be held for the following purposes:

1. To elect the ten directors listed in the accompanying Proxy Statement;

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending January 31, 2021;

3. To hold a non-binding vote to approve compensation for our named executive officers; and

4. To transact such other business as may properly come before the Annual Meeting.

The accompanying Notice of 2020 Annual Meeting of Stockholders and Proxy Statement describe these proposals in
greater detail. We encourage you to read this information carefully.

We are once again relying on the Securities and Exchange Commission rule that allows us to furnish our proxy materials
to our stockholders over the internet rather than in paper form. We believe this delivery process reduces both our environmental
impact and the costs of printing and distributing our proxy materials without hindering our stockholders' timely access to this
important information.

We hope you will be able to attend this year's Annual Meeting. We will report on fiscal 2020, and there will be an
opportunity for stockholders to ask questions. Even if you plan to attend the meeting, please ensure that you are represented by
voting in advance. You can vote online or by telephone, or you can request, sign, date, and return a proxy card, to ensure your
representation at the meeting. Your vote is very important.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk.

Very truly yours,

Andrew Anagnost
President and Chief Executive Officer
 NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

Time and Date Thursday, June 18, 2020, at 3:00 p.m., Pacific Time.

Place Autodesk’s San Francisco office, located at The Landmark, One Market Street,
2nd Floor, San Francisco, California 94105 or, in the event that Autodesk
determines that it will not be advisable to hold the Annual Meeting at this
location and Autodesk circulates a press release to that effect prior to the Annual
Meeting, then the Annual Meeting will instead be held in a virtual meeting
format only at [Link]/ADSK2020.

Items of Business (1) To elect the ten directors listed in the accompanying Proxy Statement to
serve for the coming year and until their successors are duly elected and
qualified.
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(2) To ratify the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending January 31,
2021.
(3) To hold a non-binding vote to approve compensation for our named
executive officers.
(4) To transact such other business as may properly come before the Annual
Meeting.
These items of business are more fully described in the Proxy Statement
accompanying this Notice of 2020 Annual Meeting of Stockholders.

Adjournments and Postponements Any action on the items of business described above may be considered at the
Annual Meeting at the time and on the date specified above or at any time and
date to which the Annual Meeting is properly adjourned or postponed.
Record Date You are entitled to vote if you were a stockholder as of the close of business on
April 22, 2020.
Voting Your vote is very important. Even if you plan to attend the Annual Meeting,
we encourage you to read the Proxy Statement and to vote. You can vote
online or by telephone, or you can request, sign, date and return your proxy
card as soon as possible. For specific instructions on how to vote your
shares, please refer to the section entitled “Questions and Answers About
the 2020 Annual Meeting and Procedural Matters” in the Proxy Statement
and the instructions on the Notice of Internet Availability of Proxy
Materials.
All stockholders are cordially invited to attend the Annual Meeting. If you attend
the Annual Meeting, you may vote in person by ballot (or online if the meeting is
held virtually) even if you previously voted.

By Order of the Board of Directors,

Pascal W. Di Fronzo
SVP, Corporate Affairs, Chief Legal Officer and Secretary

This notice of Annual Meeting, Proxy Statement and accompanying form of proxy card are being made available on or about
May 6, 2020.
 TABLE OF CONTENTS

Page

EXECUTIVE SUMMARY 1

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS'
MEETING TO BE HELD ON JUNE 18, 2020 8

PROPOSAL ONE—ELECTION OF DIRECTORS 9

Nominees 9

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Summary of Director Nominee Experience, Qualifications, Attributes and Skills 9
Information and Qualifications 10

PROPOSAL TWO—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM 16
Principal Accounting Fees and Services 16
Pre-Approval of Audit and Non-Audit Services 16
5RWDWLRQ 

PROPOSAL THREE—NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 18

)LVFDO6WUDWHJLF3ULRULWLHVDQG3HUIRUPDQFH0HWULFV 18
6WRFNKROGHU(QJDJHPHQW5HJDUGLQJ6D\RQ3D\DQG$FWLRQV7DNHQ 19

Compensation Guiding Principles 19
Leading Compensation Governance Practices 20
V Recommendation
Vote 21

CORPORATE GOVERNANCE 22
Corporate Governance Guidelines; Code of Business Conduct and Ethics 22
Stock Ownership Guidelines 22
Independence of the Board 23
Outside Board Memberships 23
Board Meetings and Board Committees 23
Board Leadership Structure 25
Risk Oversight 25
Education, Sustainability and Philanthropic Programs 25
Compensation Committee Interlocks and Insider Participation 27
Board Evaluations 27
Nominating Process for Recommending Candidates for Election to the Board 27
Attendance at Annual Stockholders' Meetings by Directors 28
Contacting the Board 28

EXECUTIVE COMPENSATION 29
Compensation Discussion and Analysis 29
Executive Summary 29
The Compensation-Setting Process 32
Competitive Compensation Positioning and Peer Group 33
3ULQFLSDO(OHPHQWVRIWKH([HFXWLYH&RPSHQVDWLRQ3URJUDP 34
&RPSHQVDWLRQ&RPPLWWHH5HSRUW 45
6XPPDU\&RPSHQVDWLRQ7 7DEOHDQG1DUUDWLYH'LVFORVXUH 46
*UDQWVRI3ODQ%DVHG$
$ZDUGVLQ)LVFDO 47
 Outstanding Equity Awards at Fiscal 2020 Year End 49
Option Exercises and Stock Vested at Fiscal 2020 Year End 50
Nonqualified Deferred Compensation for Fiscal 2020 50
CEO Pay Ratio 50
Change-in-Control Arrangements, Severance Plan, Retirement Arrangements and Employment Agreement 51
Potential Payments Upon Termination or Change in Control 53
Equity Compensation Plan Information 57
Compensation of Directors 57

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 62

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 63

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Review, Approval or Ratification of Related Person Transactions 63

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 63

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 64

QUESTIONS AND ANSWERS ABOUT THE 2020 ANNUAL MEETING 2)672&.+2/'(56


AND PROCEDURAL MATTERS 65

OTHER MATTERS 71

APPENDIX A - RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES 72

 PROXY STATEMENT FOR 2020 ANNUAL MEETING OF
STOCKHOLDERS

PROXY STATEMENT EXECUTIVE SUMMARY

Proxy Materials
PROPOSALS AND BOARD RECOMMENDATIONS

Proposal Board Recommendation Page Number

1. Election of Directors FOR each Nominee 9

2. Ratification of Appointment of Independent Registered

Public Accounting Firm FOR 16

3. Advisory Vote on Executive Compensation FOR 18

Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and
to vote. You can vote online or by telephone, or you can request, sign, date and return your proxy card as soon as possible.

For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the
2020 Annual Meeting of Stockholders and Procedural Matters” below and the instructions on the Notice of Internet Availability
of Proxy Materials.

2020 Proxy Statement 1

 Fiscal 2020 Performance and Company Highlights
Fiscal 2020 Strategic Priorities and Performance Metrics

The software industry has undergone a transition from developing and selling perpetual licenses of on-premises software to
selling subscriptions to access software delivered as a service, through cloud-enabled and mobile applications. Our strategy is to
lead the industries we serve to flexible subscription offerings, the convergence of design and make processes, and the insights
and automation that can be delivered using machine learning and artificial intelligence. Autodesk, Inc. (“Autodesk”, the
"Company", “we” or “our”) offers term-based subscriptions for our products, cloud service offerings, and flexible enterprise
business agreements (collectively referred to as "subscription plan").

During fiscal 2020, we continued making progress on the three strategic priorities established by Dr. Anagnost in consultation
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with the Board of Directors (the “Board”): delivering on the promise of subscription, digitizing the company, and re-imagining
construction, manufacturing, and production. The success of our business model transition was measured and evidenced by our
subscription plan annualized recurring revenue (“ARR”) representing 91% of total ARR at fiscal year-end compared with 80%
for fiscal 2019. We met or exceeded our revenue and operating margin targets, and set records for operating and free cash flow,
reaching $1.42 billion and $1.36 billion, respectively for fiscal 2020. As we exited fiscal 2020, subscriptions represented
approximately 85% of our revenue with maintenance contributing less than 10%. As of the end of fiscal 2020, we consider our
business model transition effectively complete and we are entering the sustainable growth phase of our subscription journey.
We continue to invest in our digital infrastructure to improve the digital experience of customers across a range of interactions
and to create self-service capabilities for a variety of customer needs. Our construction business has shown strong growth, we
continue to gain share in manufacturing, our generative design and our Fusion product continue to attract global manufacturing
leaders to partner with us, and we are making progress in monetizing our non-compliant users.

To incentivize long-term value creation and strong financial performance as we navigated our transition, our bonus and equity
plans incorporated performance metrics that aligned with the key drivers of success during the respective phases of our business
model transition and continued to reflect the health of the business coming out of the transition at the end of fiscal 2020. In
fiscal 2019 the Compensation Committee established metrics that drove and aligned with progress toward completion of the
business model transition, and the Committee believes that overall these metrics continued to reflect the health of our business
and drive long-term value creation. Thus, the fiscal 2020 metrics are consistent with those for fiscal 2019, with the exception of
Free Cash Flow per share which was replaced with Free Cash Flow for fiscal 2020 in order to better align incentives with
corporate goals communicated internally and externally.

The following performance metrics were used for our NEOs during fiscal 2020:
Performance Metrics
Total Annualized Recurring Revenue (“ARR”)
Non-GAAP Operating Income
Free Cash Flow
Relative Total Stockholder Return (“TSR”) (over 1, 2 and 3 years)

2020 Proxy Statement 2

Our executive officers’ continued successful implementation of our business model drove the following fiscal 2020 results
including those related to specific performance metrics above:
Total ARR was $3.43 billion, an increase of 25% from fiscal 2019.
Total subscriptions were 4.87 million, an increase of 12% from fiscal 2019; of which subscription plan
subscriptions were 4.47 million.
Deferred revenue was $3.01 billion, an increase of 44% from fiscal 2019.
Remaining performance obligations (deferred revenue plus unbilled deferred revenue) was $3.56 billion, an
increase of approximately 33% from fiscal 2019.*
Income (loss) from operations was $343.0 million, compared to $(25.0) million in fiscal 2019.
Non-GAAP income (loss) from operations was $802.6 million, an increase from $316.0 million in fiscal 2019.*

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Free cash flow was $1.36 billion, an increase from $310.1 million in fiscal 2019.*
Stock price increased by 34% in fiscal 2020, 70% over the last two fiscal years and 142% over the last three fiscal
years.
_________________
* A reconciliation of GAAP to non-GAAP results is provided in Appendix A.

Fiscal 2020 was a successful year, but the last few months have been dominated by questions concerning the effects of the
novel coronavirus COVID-19 pandemic on global economies. The impacts of COVID-19 on our business and financial results
are currently unknown. We are conducting business with substantial modifications to employee travel, employee work
locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. We have
observed other companies as well as many governments taking precautionary and preemptive actions to address COVID-19,
and they may take further actions that alter their normal business operations. 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. It is not clear what the
potential effects any such alterations or modifications may have on our business, including the effects on our customers and
prospects, or on our financial results.

CORPORATE GOVERNANCE HIGHLIGHTS

Ongoing Board of Director Refreshment and Key Updates
Effective March 22, 2019, the Board appointed Blake Irving to the Board to fill a vacancy created by a director who departed
during fiscal 2019. On September 24, 2019, the Board increased the number of authorized Board members from nine to ten and
appointed Dr. Ayanna Howard to the Board to fill a newly created vacancy. Dr. Howard was recommended as a candidate for
our Board as a result of an introduction by the Rich Talent Group, a search firm that assisted with identifying and evaluating her
candidacy. These new directors bring valuable financial, operational, academic and strategic leadership from the technology
industry that will support continued execution of our strategic priorities.

Our Board of Directors

We believe that our director nominees are highly qualified and well suited to continue providing effective oversight of our
rapidly evolving business. Our director nominees provide our Board with a balance of relevant critical skills and an effective
mix of experience, knowledge and diverse viewpoints, as listed below.

Technology Industry Experience

Senior Leadership Experience
Outside Public Company Board Service
Financial Experience
Academic Experience
International Experience

2020 Proxy Statement 3

 Committee
Director Memberships
Name Age Since Principal Occupation Independent
AC CHRC CGNC
Andrew Anagnost 55 2017 President and Chief Executive Officer,
Autodesk, Inc.
Karen Blasing 63 2018 Former Chief Financial Officer,
Guidewire Software, Inc.
Reid French 48 2017 Former Chief Executive Officer,
Applied Systems, Inc.
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Dr. Ayanna Howard 48 2019 Georgia Institute of Technology

Linda J. and Mark C. Smith Professor
and Chair of the School of Interactive
Computing; CTO, Co-founder,
Zyrobotics
Blake Irving 60 2019 Former Chief Executive Officer,
GoDaddy Inc.
Mary T. McDowell 55 2010 Chief Executive Officer, C
Mitel Networks Corporation
Stephen Milligan 56 2018 Former Chief Executive Officer,
Western Digital Corporation
Lorrie M. Norrington 60 2011 Adviser and Operating Partner, C
Lead Edge Capital Management, LLC
Elizabeth (Betsy) 58 2013 Former Chief Transformation Officer, C
Rafael GoDaddy Inc.
Stacy J. Smith 57 2011 Executive Chairman,
Kioxia Corporation (formerly Toshiba CB
Memory Corporation)

CB Non-Executive Chairman of Board C Committee Chair Member Financial Expert

AC Audit Committee
CHRC Compensation and Human Resources Committee
CGNC Corporate Governance and Nominating Committee

2020 Proxy Statement 4

As reflected in the charts below, we have an experienced and balanced slate of Board nominees.

Tenure Diversity Age Distribution

50%
Average tenure Average age
are female or
4.6 ethnically diverse 56.0
years

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< 5 years 5-10 years Diverse Other 46-55 56-65

Corporate Governance Guidelines

We believe the highest standards of corporate governance and business conduct are essential to running our business efficiently,
serving our stockholders well, and maintaining our integrity in the marketplace. Over the years, we have devoted substantial
attention to the subject of corporate governance and have developed Corporate Governance Guidelines (the “Guidelines”).

The Guidelines set forth the principles that guide our Board's exercise of its responsibility to oversee corporate governance,
maintain its independence, evaluate its own performance and the performance of our executive officers, and set corporate
strategy. On a regular basis, the Board reviews our governance practices, corporate governance developments and stockholder
feedback to ensure continued effectiveness.

Stockholder Engagement
Our Board is committed to ensuring that stockholder feedback informs our strong governance practices. In fiscal 2020,
members of our management team continued our annual outreach and contacted stockholders representing in total over 60% of
the outstanding shares. Our team met with governance professionals from passive funds as well as portfolio managers from
active funds to discuss our executive compensation programs, board composition, diversity and governance. The breadth of the
Company’s outreach program enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder base.
We will continue to engage with stockholders to maintain an open dialogue and ensure that we have an in-depth understanding
of our stockholders’ perspectives.

EXECUTIVE COMPENSATION HIGHLIGHTS

Compensation Guiding Principles

The executive compensation program is designed to attract, motivate, and retain talented executives and should provide a
rigorous framework that is tied to stockholder returns, Company performance, long-term strategic corporate goals, and
individual performance. The general compensation objectives are to:

Recruit and retain the highest caliber of executives through competitive rewards;
Motivate executive officers to achieve business and financial goals;
Balance rewards for short- and long-term performance; and
Align rewards with stockholder value creation.

2020 Proxy Statement 5

 Our executive compensation program emphasizes variable compensation with both annual and long-term performance
components. In fiscal 2020, 92% of our CEO's and 86% of all other named executive officers’ total compensation were variable
in nature and “at risk” and 84% of our CEO’s and 77% of all other named executive officers’ total compensation consisted of
long-term equity. Our incentive programs reward strong annual financial and operational performance, as well as relative TSR
over one-, two-, and three-year performance periods. The charts below demonstrate the fiscal 2020 pay mix between base
salary, annual short-term incentives, and targeted long-term equity compensation for our CEO and all other named executive
officers ("NEOs").

CEO Other NEOs

Base
8%
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Other Base
1% 13%
Annual Cash
Incentive
8% Annual Cash
Incentive
9%

Long-T-erm
Long -Term
Equity
Equity
84%
77%

During fiscal 2020, the Compensation and Human Resources Committee approved annual equity awards in the form of
performance stock units ("PSUs") and restricted stock units ("RSUs") for the NEOs. The Compensation and Human Resources
Committee elected to use the following mix of PSUs and RSUs to complement the performance aspects of PSUs with the long-
term retention component of RSUs.

CEO Other NEOs

RSUs RSUs
40% 40%

PSUs PSUs
60% 60%

2020 Proxy Statement 6

Elements of Executive Compensation
The principal elements of Autodesk’s annual executive compensation program for fiscal 2020 are described below.

Element Purpose Payout Range Fiscal 2020

Performance Measures
Base Salary Forms basis for competitive N/A None, although performance of the
compensation package individuals is taken into account by the
Committee when setting and reviewing base
salary levels and merit increases
Short-term Motivate achievement of 0% - 200% of target Fiscal 2020: Performance against total ARR
Incentive annual strategic priorities and non-GAAP total operating income
Opportunities

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relating to the business model
transition and profitability
objectives
PSUs Align compensation with key 0% - 200% of target Fiscal 2020: Performance against total ARR
drivers of the business, shares and free cash flow adjusted based upon
operational performance and Autodesk’s TSR relative to companies in the
relative stockholder return North American Technology Software Index
with a market capitalization over $2 billion
over one-, two-, and three-year performance
periods

Encourage focus on near-term Change in Autodesk Autodesk stock price

and long-term strategic stock price
objectives
RSUs Encourage focus on long-term Change in Autodesk Autodesk stock price
stockholder value creation stock price

Promote retention

Leading Compensation Governance Practices

Autodesk’s executive compensation objectives are supported by policies and strong governance practices that align executives’
interests with the interests of our stockholders. Some of the program’s most notable features are highlighted in the table and
summarized below.

What We Do What We Do Not Do

Robust stockholder outreach program Allow hedging and trading in Autodesk derivative
securities
Significant percentage of NEO total pay tied to Reprice stock options
achievement of critical financial and stockholder
value creation
Representative peer group Offer executive benefits and excessive perquisites
Significant stock ownership requirements Fixed-term employment agreements
Clawback policy
Double-trigger change in control arrangements with
no excise tax gross-up
Equity award grant policy
Effective risk management
Independent compensation committee and
consultant

2020 Proxy Statement 7

 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON JUNE 18, 2020.
The Proxy Statement and Annual Report to Stockholders are available at:

[Link]
Proxy Materials

2020 Proxy Statement 8

PROPOSAL ONE - ELECTION OF DIRECTORS

Nominees

Autodesk's Bylaws permit our Board to establish by resolution the authorized number of directors, and ten directors are
currently authorized. Accordingly, upon the recommendation of the Corporate Governance and Nominating Committee, the
Board has nominated ten individuals to be elected at the Annual Meeting. All of the nominees are presently directors of
Autodesk and have consented to being named in this Proxy Statement and to serving as directors if elected. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the ten nominees named below. Your proxy cannot be
voted for more than ten director candidates.

Proxy Materials
Summary of Director Nominee Experience, Qualifications, Attributes and Skills

We believe that our director nominees are highly qualified and well suited to continue providing effective oversight of our
rapidly evolving business. Our director nominees provide our Board with a balance of critical relevant skills and an effective
mix of experience, knowledge and diverse viewpoints, as summarized below.

Technology Industry Experience

10/10 directors
Nominees with experience in the software and technology industries help us to analyze our research and development efforts,
competing technologies, the various products and processes that we develop and the industries in which we compete.
Senior Leadership Experience
10/10 directors
Nominees who have served in senior leadership positions enhance the Board’s ability to identify and develop those qualities in
management. They also bring a practical understanding of organizations, processes, strategy, risk management and methods
to drive change and growth.
Other Public Company Board Service
7/10 directors
Nominees who have served on other public company boards offer advice and insights with regard to the dynamics and
operation of a board of directors, the relations of a board with senior management and oversight of a changing mix of
strategic, operational and compliance-related matters.
Financial Experience
10/10 directors
Nominees who have knowledge of financial markets, financing operations and accounting and financial reporting processes
assist us in understanding, advising and overseeing our capital structure, financing and investing activities and our financial
reporting and internal controls.
International Experience
10/10 directors
As a global organization with offices in 106 locations in the United States and internationally, nominees with global expertise
bring useful business and cultural perspectives that relate to many significant aspects of our business.

2020 Proxy Statement 9

 As reflected in the charts below, we have an experienced and balanced slate of Board nominees.

Tenure Diversity Age Distribution

50%
Average tenure Average age
are female or
4.6 ethnically diverse 56.0
years
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< 5 years 5-10 years Diverse Other 46-55 56-65

See “Information and Qualifications” below for more detail regarding each director nominee’s qualifications and relevant
experience.
_____________________________________________________________________________________

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

NOMINEES LISTED BELOW.
______________________________________________________________________________________________________

Information and Qualifications

The name, age as of March 31, 2020, certain biographical information about each nominee and the nominees' unique
qualifications to serve on the Board are set forth below. There are no family relationships among any of our directors or
executive officers.

See “Corporate Governance” and “Executive Compensation—Compensation of Directors” below for additional information
regarding the Board, including procedures for nominations of directors.

2020 Proxy Statement 10

Andrew Anagnost
Director
Age: 55
Director since 2017

Dr. Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017.
Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June
2017 and as the Company’s Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From
December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company. Prior to

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this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division of the Company
from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at the Company. Prior
to joining the Company, Dr. Anagnost held various engineering, sales, marketing and product management positions at
Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA
Ames Research Center. Dr. Anagnost holds a bachelor of science degree in Mechanical Engineering from California State
University, Northridge (CSUN), and holds both a MS in Engineering Science and a PhD in Aeronautical Engineering and
Computer Science from Stanford University.

Dr. Anagnost brings to the Board extensive experience in the technology industry and has spent nearly two decades in
management roles within Autodesk. As our President and Chief Executive Officer, Dr. Anagnost possesses a deep knowledge
and understanding of Autodesk's business, operations, and employees; the opportunities and risks we face; and management's
strategy and plans for accomplishing Autodesk's goals.

Pursuant to Dr. Anagnost’s employment agreement, Autodesk has agreed to nominate Dr. Anagnost to serve as a member of
the Board for as long as he is employed by Autodesk as CEO.

Stacy J. Smith
Non-Executive Chairman of the Board of Directors, Autodesk, Inc.
Age: 57
Director since 2011

Mr. Smith is the non-executive Chairman of the Board of Directors. Mr. Smith currently serves as the executive chairman of
Kioxia Corporation (formerly Toshiba Memory Corporation). Mr. Smith previously served as Group President of Sales,
Manufacturing and Operations at Intel Corporation from February 2017 to January 2018. He served as the Executive Vice
President, Manufacturing, Operations and Sales of Intel Corporation from October 2016 to February 2017. From November
2012 to October 2016, he served as Executive Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior
Vice President, Chief Financial Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from
2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served
as Vice President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith
has served on the board of directors of Kioxia Corporation since October 2018. Mr. Smith also serves on the board of
directors of Metromile, Inc., The California Chapter of The Nature Conservancy Board of Trustees, and the University of
Texas McCombs School of Business Advisory Board. Mr. Smith previously served on the boards of directors of Virgin
America from February 2014 until it was acquired by Alaska Air Group in December 2016 and of Gevo, Inc. from June 2010
to June 2014.

Mr. Smith is independent and his over two decades of experience in the technology industry provide him with a strong
understanding of Autodesk's industry, business and international operational challenges. His management positions with Intel,
including his finance and executive roles, and his time spent overseas, provided him with critical insight into the operational
requirements of a global company and the management and consensus-building skills required to lead our Board as non-
executive Chairman and to serve on our Corporate Governance and Nominating Committee.

2020 Proxy Statement 11

 Karen Blasing
Director
Age: 63
Director since 2018

Ms. Blasing has over 25 years of executive operational and financial leadership experience in the technology industry. Ms.
Blasing served as the chief financial officer of Guidewire Software, Inc. from 2009 to March 2015. Prior to Guidewire, Ms.
Blasing served as the chief financial officer for Force 10 Networks and Senior Vice President of Finance for [Link],
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Inc. Ms. Blasing also served as chief financial officer for Nuance Communications, Inc. and Counterpane Internet Security,
Inc., and held senior finance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing has also served on
the boards of directors of Zscaler, Inc. since January 2017 and GitLab, Inc., since August 2019. Ms. Blasing previously
served on the board of directors of Ellie Mae, Inc. from June 2015 - May 2019. Ms. Blasing is independent and has over 25
years of executive operational and financial experience in the technology industry.

Ms. Blasing is independent and has over 25 years of executive operational and financial experience in the technology
industry. Ms. Blasing's experience at Guidewire Software, Force 10 Networks, [Link] and Nuance Communications
provides her with a strong understanding of Autodesk's business and international operational challenges. Her experience as a
chief financial officer provides her with the financial acumen necessary to serve on our Audit Committee.

Reid French
Director
Age: 48
Director since 2017

Mr. French served as Chief Executive Officer of Applied Systems, Inc., a leading software provide to the insurance industry,
from September 2011 to June 2019, and as a member of its Board of Directors from September 2011 to January 2020.
Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computer-aided design
software company, from April 2005 until October 2010 when Intergraph was acquired by Hexagon AB. From October 2003
to April 2005, Mr. French was Executive Vice President of Strategic Planning and Corporate Development at Intergraph. He
sits on the Board of trustees for Davidson College and The Lovett School in Atlanta.

Mr. French is independent and his executive operational and strategic leadership experience in the technology industry
provide him with a deep understanding of Autodesk's technology and business. Mr. French’s years of service as an executive
officer and his service on the board of directors of Applied provide him with the executive compensation knowledge necessary
to serve on our Compensation and Human Resources Committee.

2020 Proxy Statement 12

Dr. Ayanna Howard
Director
Age: 48
Director since 2019

Dr. Howard has served as a director of the Company since September 2019. As an expert in the areas of robotics, human-
computer interaction and artificial intelligence, Dr. Howard currently serves as the Linda J. and Mark C. Smith Professor and
Chair of the School of Interactive Computing at the Georgia Institute of Technology. In addition, she is the Founder and Chief
Technology Officer of Zyrobotics, a startup that designs AI-powered STEM tools for early childhood education. Prior to

Proxy Materials
Georgia Tech, Dr. Howard served as Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist
with NASA’s Jet Propulsion Laboratory. Dr. Howard has served on the advisory boards for numerous robotics and AI-based
organizations, and holds a degree from Brown University, a M.S. and Ph.D. in Electrical Engineering from the University of
Southern California, as well as an M.B.A. from the Drucker Graduate School of Management.

Dr. Howard is independent and her executive, operational, academic, and strategic leadership experience in the technology
industry provide her with a deep understanding of Autodesk's technology and business.

Blake Irving
Director
Age: 60
Director since 2019

Mr. Irving has over 25 years of executive leadership experience in the technology industry. Mr. Irving served as the chief
executive officer of GoDaddy Inc. from January 2013 to January 2018, and served on the board of directors of GoDaddy
from May 2014 to June 2018. From 2010 to 2012, Mr. Irving served as chief product officer of Yahoo! Inc. From 2009 to
2010, Mr. Irving was a Professor in the M.B.A. program at Pepperdine University. From 1992 to 2007, Mr. Irving served in
various senior and management roles at Microsoft Corporation, including most recently as Corporate Vice President of
Windows Live Platform Group. Mr. Irving has served on the boards of directors of DocuSign, Inc. since August 2018 and
ZipRecruiter, Inc. since November 2018.

Mr. Irving is independent and has over 25 years of executive operational and strategic leadership experience in the
technology industry. Mr. Irving’s experience at GoDaddy, Yahoo! and Microsoft provides him with a strong understanding of
Autodesk's industry, business and international operational challenges and with the executive compensation knowledge
necessary to serve on our Compensation and Human Resources Committee.

2020 Proxy Statement 13

 Mary T. McDowell
Director
Age: 55
Director since 2010

Ms. McDowell has served as the president and chief executive officer of Mitel Networks Corporation since October 2019.
Previously, Ms. McDowell served as the Chief Executive Officer and member of the board of directors at Polycom, Inc. from
September 2016 to July 2018, when the company was acquired by Plantronics, Inc. Prior to Polycom, Ms. McDowell was an
Executive Partner at Siris Capital, LLC. She served as Executive Vice President in charge of Nokia’s Mobile Phone unit from
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July 2010 to July 2012 and as Executive Vice President and Chief Development Officer of Nokia Corporation from January
2008 to July 2010. Previously, Ms. McDowell served as Executive Vice President and General Manager of Enterprise
Solutions of Nokia from January 2004 to December 2007. Prior to joining Nokia in 2004, Ms. McDowell spent 17 years in
various executive, managerial and other positions at Compaq Computer Corporation and Hewlett-Packard Company,
including serving as Senior Vice President, Industry-Standard Servers of Hewlett-Packard. Ms. McDowell has served as a
director of Informa plc since June 2018. Ms. McDowell previously served as a director of UBM plc from August 2014 to June
2018. Bazaarvoice, Inc. from December 2014 to October 2016 and NAVTEQ Corporation, a subsidiary of Nokia, from July
2008 until July 2010.

Ms. McDowell is independent and brings to our Board extensive management experience in the technology industry. Her two
and a half decades of experience working for global technology companies focused on innovation and collaboration provide
her with a firm understanding of Autodesk's core mission, business and technology. Her years of service as an executive
officer at Polycom, Nokia and other technology companies, including Compaq Computer and Hewlett-Packard, provide her
with the executive compensation knowledge necessary to serve as Chair of our Compensation and Human Resources
Committee.

Stephen Milligan
Director
Age: 56
Director since 2018

Mr. Milligan served as Western Digital Corporation’s chief executive officer from January 2013 to March 2020, and as its
president from March 2012 to October 2015. Previously, Mr. Milligan served as the chief financial officer of Hitachi Global
Storage Technologies (“HGST”) from 2007 to 2009, and as HGST’s chief executive officer from 2009 to 2012 when Western
Digital acquired HGST. From January 2004 to September 2007, Mr. Milligan served as Western Digital’s chief financial
officer after serving in other senior finance roles at Western Digital from September 2002 to January 2004. From April 1997 to
September 2002, he held various financial and accounting roles of increasing responsibility at Dell Inc. and was employed at
Price Waterhouse for 12 years prior to joining Dell. Mr. Milligan holds a Bachelor of Science degree in Accounting from Ohio
State University. Mr. Milligan has served on the boards of directors of Ross Stores, Inc. since January 2015 and Western
Digital Corporation since January 2013.

Mr. Milligan is independent and has over 30 years of executive operational and financial leadership experience in the
technology industry. Mr. Milligan’s experience at Western Digital and HGST, including his finance and executive roles,
provides him with a strong understanding of Autodesk's industry, business and international operational challenges. His
experience as a CFO and CEO provides him with the financial acumen necessary to serve on our Audit Committee.

2020 Proxy Statement 14

Lorrie M. Norrington
Director
Age: 60
Director since 2011

Ms. Norrington has over 35 years of operating experience in technology, software, and internet businesses. Ms. Norrington
currently serves as an adviser and in an Operating Partner capacity for Lead Edge Capital. Lead Edge is a growth equity firm
that partners with world-class entrepreneurs and exceptional technology businesses. Ms. Norrington served as President of
eBay Marketplaces from July 2008 to September 2010. Previously, she served in a number of senior management roles at

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eBay from July 2006 until June 2008. Prior to joining eBay, Ms. Norrington served from June 2005 to July 2006 as President
and CEO of [Link], Inc., an online shopping comparison site. Prior to joining [Link], Ms. Norrington served
from August 2001 to January 2005, initially as Executive Vice President of small business, and later in the office of the CEO,
at Intuit Inc., a business and financial management software company. Prior to joining Intuit, Ms. Norrington served in a
variety of executive positions at General Electric Corporation over a twenty-year period, working in a broad range of
industries and businesses. Ms. Norrington has served on the boards of directors of Eventbrite, Inc. since April 2015, Colgate-
Palmolive since September 2015 and HubSpot since September 2013. Previously, she served on the boards of directors of
DIRECTV from February 2011 until it was acquired by AT&T in July 2015; Lucasfilm, from June 2011 until it was acquired
by Disney in December 2012; McAfee, Inc. from December 2009 until it was acquired by Intel in February 2011; and
[Link] from November 2004 until it was acquired by eBay in August 2005.

Ms. Norrington is independent and has extensive experience in online commerce SaaS, and valuable management experience
in the technology and manufacturing industries. Her three decades of building businesses and adapting to and capitalizing on
rapid technological advancement provide Ms. Norrington with a unique perspective. Her executive and board experiences
have provided her with the corporate governance skills required to serve on our Board and Corporate Governance and
Nominating Committee.

Betsy Rafael
Director
Age: 58
Director since 2013

Ms. Rafael has over 30 years of executive financial experience in the technology industry. Ms. Rafael most recently served as
Chief Transformation Officer at GoDaddy Inc. from May 2018 to November 2019, Principal Accounting Officer of Apple Inc.
from January 2008 to October 2012, and as its Vice President and Corporate Controller from August 2007 until October 2012.
From April 2002 to September 2006, Ms. Rafael served as Vice President, Corporate Controller and Principal Accounting
Officer of Cisco Systems, Inc., and held the position of Vice President, Corporate Finance of Cisco Systems from September
2006 to August 2007. From December 2000 to April 2002, Ms. Rafael was the Executive Vice President, Chief Financial
Officer, and Chief Administrative Officer of Aspect Communications, Inc., a provider of customer relationship portals. From
April 2000 to November 2000, Ms. Rafael was Senior Vice-President and CFO of Escalate, Inc., an enterprise e-commerce
application service provider. From 1994 to 2000, Ms. Rafael held a number of senior positions at Silicon Graphics
International Corp. (“SGI”), culminating her career at SGI as Senior Vice President and Chief Financial Officer. Prior to SGI,
Ms. Rafael held senior management positions in finance with Sun Microsystems, Inc. and Apple Computers. Ms. Rafael
began her career with Arthur Young & Company. Ms. Rafael previously served on the boards of directors of Echelon
Corporation from November 2005 until June 2018, GoDaddy Inc. from May 2014 to May 2018, and Shutterfly from June
2016 until September 2019 and PalmSource, Inc.

Ms. Rafael is independent and has over 30 years of executive financial experience in the technology industry. Ms. Rafael’s
experience at GoDaddy, Apple and Cisco, including her finance and executive roles, provides her with a strong understanding
of Autodesk's industry, business and international operational challenges. Her experience as a principal accounting officer
provides her with the financial acumen necessary to serve as the Chair of our Audit Committee.

2020 Proxy Statement 15

 PROPOSAL TWO - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm to audit the
consolidated financial statements of Autodesk for the fiscal year ending January 31, 2021, and recommends that the
stockholders vote to ratify that appointment. In the event of a negative vote on this proposal, the Audit Committee will
reconsider its selection. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee, in its discretion, may
direct the selection of a different independent registered public accounting firm at any time if the Audit Committee determines
that such a change would be in the best interests of Autodesk and its stockholders.

Ernst & Young LLP has been retained as our independent registered public accounting firm continuously since the fiscal year
ended January 31, 1983.
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We expect a representative of Ernst & Young LLP to be present at the Annual Meeting. The representative will have the
opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

______________________________________________________________________________________________________

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
______________________________________________________________________________________________________

Principal Accounting Fees and Services

The following table presents fees billed for professional audit services and other services rendered to Autodesk by Ernst &
Young LLP and its affiliates for the fiscal years ended January 31, 2020 and 2019.

Fiscal 2020 Fiscal 2019

(in millions)
Audit Fees (1) $ 5.8 $ 5.3
Audit-Related Fees (2) 0.1 0.3
Tax Fees (3) 0.2 0.1
All Other Fees (4) 0.1 —
Total $ 6.2 $ 5.7
_________________
(1) Audit Fees consisted of fees billed for professional services rendered for the integrated audit of Autodesk's annual financial statements
and management's report on internal controls included in Autodesk's Annual Reports on Form 10-K, for the review of the financial
statements included in Autodesk's Quarterly Reports on Form 10-Q, and for other services, including statutory audits and services
rendered in connection with Securities and Exchange Commission ("SEC") filings.
(2) Audit-Related Fees consisted of fees for assurance and related services that are reasonably related to the performance of the audit or
review of our financial statements. This category includes fees arising from accounting-related consulting services.
(3) Tax Fees consisted of fees billed for tax compliance, consultation and planning services.
(4) Other fees consisted of fees for license compliance consultation services.

Pre-Approval of Audit and Non-Audit Services

Generally, all audit and non-audit services provided by Ernst & Young LLP and its affiliates to Autodesk must be pre-approved
by the Audit Committee. The Audit Committee is presented with a detailed listing of the individual audit and non-audit services
and fees (separately describing audit-related services, tax services and other services) expected to be provided by Ernst &
Young LLP and its affiliates during the year. The Audit Committee is also responsible for the audit fee negotiations associated
with Autodesk's retention of Ernst & Young LLP. Periodically, the Audit Committee receives an update of all pre-approved
audit and non-audit services conducted, and information regarding any new audit and non-audit services to be provided by
Ernst & Young LLP and its affiliates. The Audit Committee reviews the update and approves the proposed services if they are
deemed acceptable.

2020 Proxy Statement 16

To ensure prompt handling of unexpected matters, the Chair of the Audit Committee has authority to amend or modify the list
of approved audit and non-audit services and fees so long as such additional or amended services do not affect Ernst & Young
LLP's independence under applicable SEC rules. The Chair reports any such action taken at subsequent Audit Committee
meetings.

Rotation

The Audit Committee periodically reviews and evaluates the performance of Ernst & Young LLP’s lead audit partner, oversees
the required rotation of the lead audit partner responsible for our audit, and reviews and considers the selection of the lead audit
partner.

At this time, the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our

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independent registered public accounting firm is in the best interests of Autodesk and its stockholders.

2020 Proxy Statement 17

 PROPOSAL THREE - NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE
OFFICER COMPENSATION

We are asking our stockholders to vote, on a non-binding advisory basis, to approve the compensation of our named executive
officers as described in the section titled “Compensation Discussion and Analysis” (or “CD&A”) below and the accompanying
compensation tables and narrative discussion in this Proxy Statement (a “Say-on-Pay” vote). Stockholders are encouraged to
read that information in its entirety to obtain a complete understanding of Autodesk's executive compensation program
philosophy, design and linkage to stockholder interests.

Autodesk has designed its compensation programs to reward executives for producing strong results that are aligned with the
interests of stockholders. We emphasize variable “long-term” and “at risk” compensation dependent upon prospective financial,
strategic and stock price performance and a retrospective assessment of Autodesk's success to determine pay opportunities. In
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fiscal 2020, 92% of our CEO's and 86% of all other NEOs’ total compensation were variable in nature and “at risk” and 84% of
our CEO’s and 77% of all other NEOs’ total compensation consisted of long-term equity.

Fiscal 2020 Strategic Priorities and Performance Metrics

The software industry has undergone a transition from developing and selling perpetual licenses of on-premises software to
selling subscriptions to access software delivered as a service, through cloud-enabled and mobile applications. Our strategy is
to lead the industries we serve to flexible subscription offerings, the convergence of design and make processes, and the
insights and automation that can be delivered using machine learning and artificial intelligence. Autodesk offers term-based
subscriptions for our products, cloud service offerings, and flexible enterprise business agreements (collectively referred to as
"subscription plan").

During fiscal 2020, we continued making progress on the three strategic priorities established by Dr. Anagnost in consultation
with the Board: delivering on the promise of subscription, digitizing the company, and re-imagining construction,
manufacturing, and production. The success of our business model transition was measured and evidenced by our subscription
plan annualized recurring revenue (“ARR”) representing 91% of total ARR at fiscal year-end compared with 80% for fiscal
2019. We met or exceeded our revenue and operating margin targets, and set records for operating and free cash flow, reaching
$1.42 billion and $1.36 billion, respectively for fiscal 2020. As we exited fiscal 2020, subscriptions represented approximately
85% of our revenue with maintenance contributing less than 10%. As of the end of fiscal 2020, Autodesk considers its business
model transition effectively complete and we are entering the sustainable growth phase of our subscription journey. We
continue to invest in our digital infrastructure to improve the digital experience of customers across a range of interactions and
to create self-service capabilities for a variety of customer needs. Autodesk’s construction business has shown strong growth,
we continue to gain share in manufacturing, our generative design and our Fusion product continue to attract global
manufacturing leaders to partner with us, and we are making progress in monetizing our non-compliant users.

To incentivize long-term value creation and strong financial performance as we navigated our transition, our bonus and equity
plans incorporated performance metrics that aligned with the key drivers of success during the respective phases of our business
model transition and continued to reflect the health of the business coming out of the transition at the end of fiscal 2020.

The following performance metrics were used for our NEOs during fiscal 2020:

Performance Metrics
Total Annualized Recurring Revenue ("ARR")
Non-GAAP Operating Income
Free Cash Flow
Relative TSR (over 1, 2 and 3 years)

2020 Proxy Statement 18

Our executive officers’ continued successful implementation of our business model drove the following fiscal 2020 results:
Total ARR was $3.43 billion, an increase of 25% from fiscal 2019.
Income (loss) from operations was $343.0 million, compared to $(25.0) million in fiscal 2019.
Non-GAAP income (loss) from operations was $802.6 million, an increase from $316.0 million in fiscal 2019.*
Free cash flow was $1.36 billion, an increase from $310.1 million in fiscal 2019.*
Stock price increased by 34% in fiscal 2020, 70% over the last two fiscal years and 142% over the last three
fiscal years.
_________________
* A reconciliation of GAAP to non-GAAP results is provided in Appendix A.

The Compensation and Human Resources Committee (the “Committee”) considered those performance factors in reaching its
decisions regarding pay for the NEOs for fiscal 2020.

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Stockholder Engagement Regarding Say-on-Pay and Actions Taken
Autodesk and the Committee value the input of our stockholders. In 2019, 95.5% of the votes cast on our Say-on-Pay proposal
were favorable, which reflected strong stockholder support for our executive compensation programs. In fiscal 2020, members
of our management team continued our annual outreach and contacted stockholders representing in total over 60% of the
outstanding shares. Our team met with governance professionals from passive funds as well as portfolio managers from active
funds to discuss our executive compensation programs, board composition, diversity and governance. The breadth of the
Company’s outreach program enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder base.
Based on these discussions, the Committee found that our stockholders continued to be supportive of our executive
compensation programs and the alignment between our CEO pay and Autodesk’s performance. The Committee carefully
considered stockholder feedback as part of its ongoing review of our executive compensation programs, design and metrics.

Compensation Guiding Principles

The executive compensation program is designed to attract, motivate, and retain talented executives and provide a rigorous
framework that is tied to stockholder returns, Company performance, long-term strategic corporate goals, and individual
performance. The general compensation objectives are to:

• Recruit and retain the highest caliber of executives through competitive rewards;

• Motivate executive officers to achieve business and financial goals;

• Balance rewards for short- and long-term performance; and

• Align rewards with stockholder value creation.

Within this framework, the total compensation for each executive officer varies based on multiple dimensions:

• Whether Autodesk achieves its short-term and long-term financial and non-financial objectives, including execution on
its business model transition;

• Autodesk's TSR relative to the companies included in the S&P Computer Software Select Index and companies in the
North American Technology Software Index with a market capitalization over $2 billion;

• The specific role and responsibility of the officer;

• Each individual officer’s skills, competency, contributions and performance;

• Internal pay parity considerations; and

• Retention considerations.

2020 Proxy Statement 19

 Executive compensation is variable and balanced between short- and long-term performance, all of which is tied to Autodesk's
absolute and relative financial and stock price performance.

CEO Other NEOs

Base
8%
Other Base
1% 13%
Annual Cash
Incentive
8% Annual Cash
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Incentive
9%

Long -T
- erm
Long-Term
Equity
Equity
84%
77%

Our executive compensation program emphasizes variable compensation with both annual and long-term performance
components. In fiscal 2020, 92% of our CEO's and 86% of all other NEOs’ total compensation was variable in nature and “at
risk” and 84% of our CEO’s and 77% of all other NEOs’ total compensation consisted of long-term equity. Our incentive
programs reward strong annual financial and operational performance, as well as relative TSR over one-, two-, and three-year
performance periods.

Leading Compensation Governance Practices

Autodesk’s executive compensation objectives are supported by policies and strong governance practices that align executives’
interests with the interests of our stockholders. Some of the program’s most notable features are highlighted in the table below
and summarized in the CD&A.

What We Do What We Do Not Do

Robust stockholder outreach program Allow hedging and trading in Autodesk derivative
securities
Significant percentage of NEO total pay tied to achievement Reprice stock options
of critical financial and stockholder value creation
Representative peer group Offer executive benefits and excessive perquisites
Significant stock ownership requirements Fixed-term employment agreements
Clawback policy
Double-trigger change in control arrangements with no
excise tax gross-up
Equity award grant policy
Effective risk management
Independent compensation committee and consultant

2020 Proxy Statement 20

Vote Recommendation

When casting the 2020 Say-on-Pay vote, we encourage our stockholders to consider our fiscal 2020 stockholder outreach and
the collective changes we have made to the executive compensation program in recent years to more closely align the total
direct compensation opportunity of the named executive officers with Autodesk's objectives of driving meaningful annual
financial growth and maximizing long-term value. Accordingly, we ask our stockholders to vote “FOR” the advisory, non-
binding Say-on-Pay proposal at the Annual Meeting.

____________________________________________________________________________________________________

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY
(NON-BINDING) PROPOSAL APPROVING NAMED EXECUTIVE OFFICER

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COMPENSATION.
____________________________________________________________________________________________________

2020 Proxy Statement 21

 CORPORATE GOVERNANCE

Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial accounting and
reporting rules. Our Board provides independent leadership in the exercise of its responsibilities. Our executive officers oversee
a strong system of internal controls and compliance with corporate policies and applicable laws and regulations. Our employees
operate in a climate of responsibility, candor and integrity.

Corporate Governance Guidelines; Code of Business Conduct and Ethics

We believe the highest standards of corporate governance and business conduct are essential to running our business efficiently,
serving our stockholders well, and maintaining our integrity in the marketplace. Over the years, we have devoted substantial
attention to the subject of corporate governance and have developed Corporate Governance Guidelines (the “Guidelines”). The
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Guidelines set forth the principles that guide our Board's exercise of its responsibility to oversee corporate governance,
maintain its independence, evaluate its own performance and the performance of our executive officers, and set corporate
strategy. On a regular basis, the Board reviews our governance practices, corporate governance developments and stockholder
feedback to ensure continued effectiveness.

The Board first adopted the Guidelines in December 1995 and has refined them periodically since.

• In March 2007, the Board amended the Guidelines to provide for majority voting in director elections, except for
contested elections. The 2007 amendments also required each director to submit a resignation that will take effect if
such director fails to receive a majority vote in any subsequent election and the Board accepts the resignation.

• In March 2009, the Board amended the Guidelines to provide for a non-executive Chairman of the Board.

• In March 2010, the Board amended the Guidelines to, among other things, clearly outline the Board's responsibility for
overseeing Autodesk's risk management.

• In December 2011, the Board amended the Guidelines to, among other things, address changes in a director's
occupation.

• In December 2016, the Board amended the Guidelines to enhance related party transaction processes, align restrictions
relating to multiple directorships, and expand on compliance.

• In December 2018, the Board amended the Guidelines to, among other things, address gender composition
requirements.

• In March 2020, the Board amended the Guidelines to, among other things, address multiple directorships by reducing
the total number of public company boards on which our directors may serve.

The Guidelines are available on our website at [Link] under “Investor Relations-Corporate Governance.”

In addition, we have adopted a Code of Business Conduct for directors and employees, and a Code of Ethics for Senior
Executive and Financial Officers, including our principal executive officer, principal financial officer, principal accounting
officer, all senior vice presidents, and all individuals reporting to our principal financial officer, to ensure that our business is
conducted in a consistently legal and ethical manner. Our current Code of Business Conduct and Code of Ethics for Senior
Executive and Financial Officers are available on our website at [Link] under “Investor Relations-Corporate
Governance.” We will post on this section of our website any amendment to our Code of Business Conduct or Code of Ethics
for Senior Executive and Financial Officers, as well as any waivers of these Codes that are required to be disclosed by the rules
of the SEC or The Nasdaq Global Select Market (“Nasdaq”).

Stock Ownership Guidelines

The Board believes directors and executive officers should have a meaningful financial stake in Autodesk in order to further
align their interests with Autodesk’s stockholders. To that end, the Board has adopted mandatory ownership guidelines for the
directors and executive officers. These mandatory ownership guidelines require all executive officers and directors to hold

2020 Proxy Statement 22

shares of Autodesk’s Common Stock equivalent in value to a multiple of his or her base salary or cash retainer. The current
stock ownership guidelines are as follows:

CEO Executive Vice President Senior Vice President Director

Multiple of Base Salary/Cash

Retainer 6.0 times 3.0 times 3.0 times 5.0 times

The Board reviews progress against these guidelines and requirements annually and updates them as appropriate. See the
section titled “Executive Compensation—Compensation Discussion and Analysis” below for additional information regarding
Autodesk's stock ownership guidelines.

Independence of the Board

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As required by applicable Nasdaq listing standards, a majority of the members of our Board qualify as “independent.” The
Board has determined that, with the exception of Andrew Anagnost, our President and CEO, all of its members are
“independent directors” as that term is defined by applicable Nasdaq listing standards. That definition includes a series of
objective tests, including that the director is not an employee of the company and has not engaged in various types of business
dealings with the company.

In addition, as further required by applicable Nasdaq listing standards, the Board has made a subjective determination as to each
independent director that no relationships exist that would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director. In making its independence determinations, the Board considered that Mr. Milligan is a former
executive officer and Mr. French a former member of the board of directors at entities that have arms-length, ordinary course
commercial relationships with Autodesk and that amounts paid or received by those entities for products or services in fiscal
2020 were not material. The Board determined that the foregoing relationships would not interfere with the exercise of
independent judgment by Messrs. French and Milligan in carrying out their responsibilities as directors.

The independent directors meet regularly in executive session, without executive officers present, as part of the quarterly
meeting procedure. The Chairman presides at executive sessions, which are intended to facilitate open discussion among the
independent directors.

Outside Board Memberships

We have a highly experienced and engaged Board of Directors. We value the diverse perspectives that our directors’ outside
board memberships bring to our boardroom. Directors who serve on other public company boards offer advice and insights with
regard to the dynamics and operation of a Board of Directors, the relations of a board with senior management and oversight of
a changing mix of strategic, operational and compliance-related matters.

However, in order to ensure sufficient time and attention to meet the responsibilities of Board membership, our Corporate
Governance Guidelines, as amended in March 2020, state that directors shall serve on no more than four boards of directors of
publicly traded companies, including this Board, without consent of the Corporate Governance and Nominating Committee. Per
our corporate governance guidelines, directors shall advise the Chairman of the Board or the Lead Independent Director, as
applicable, and the Corporate Governance and Nominating Committee before accepting an invitation to serve on an additional
for-profit corporate board of directors. The Corporate Governance and Nominating Committee reviews on an annual basis, in
the context of recommending a slate of directors for stockholder approval, the composition of the Board, including matters such
as other board commitments.

Board Meetings and Board Committees

The Board held a total of five meetings (including regularly scheduled and special meetings) during fiscal 2020. Each director
then serving attended 100% of the total number of meetings of the Board and committees of which he or she was a member
during fiscal 2020. The Board currently has three standing committees: an Audit Committee, a Compensation and Human
Resources Committee, and a Corporate Governance and Nominating Committee. Each committee has adopted a written charter

2020 Proxy Statement 23

 approved by the Board. All three charters are available on Autodesk's website at [Link] under “Investor Relations-
Corporate Governance.”

Audit Committee
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of
1934 (the “Exchange Act”), currently consists of Betsy Rafael (Chair), Karen Blasing, and Stephen Milligan, each of whom is
“independent” as such term is defined for audit committee members by applicable Nasdaq listing standards. The Board has
determined that each current member of the Audit Committee is an “audit committee financial expert” as defined in the rules of
the SEC. Upon completion of the Annual Meeting, Dr. Howard will join the Audit Committee; she is “independent” as such
term is defined for audit committee members by applicable Nasdaq listing standards.

The Audit Committee held eight meetings during fiscal 2020.

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See “Report of the Audit Committee of the Board of Directors” on page  for more information regarding the functions of the
Audit Committee.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee currently consists of Mary T. McDowell (Chair), Reid French and Blake
Irving, each of whom qualifies as independent for compensation committee purposes under applicable Nasdaq listing standards,
the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and SEC Rule 16b-3.

The Compensation and Human Resources Committee reviews compensation and benefits for our executive officers and has
authority to grant stock options, RSUs and PSUs to executive officers and non-executive employees under our stock plans. As
non-employee directors, the members of the Compensation and Human Resources Committee are not eligible to participate in
Autodesk’s discretionary employee stock programs. RSUs are granted automatically to non-employee directors under the non-
discretionary 2012 Outside Directors' Stock Plan.

See the section titled “Executive Compensation-Compensation Discussion and Analysis” below for a description of Autodesk's
processes and procedures for determining executive compensation. The Compensation and Human Resources Committee may
form and delegate authority to subcommittees when appropriate.

The Compensation and Human Resources Committee held five meetings during fiscal 2020.

The “Compensation Committee Report” is included in this Proxy Statement on page .

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently consists of Lorrie M. Norrington (Chair) and Stacy J. Smith,
each of whom qualifies as an independent director under applicable Nasdaq listing standards.

The Corporate Governance and Nominating Committee is responsible for developing general criteria regarding the
qualifications and selection of members of the Board, and for recommending candidates for election to the Board. The
Corporate Governance and Nominating Committee also is responsible for developing overall governance guidelines, overseeing
the performance of the Board, and reviewing and making recommendations regarding director composition and the mandates of
Board committees. The Corporate Governance and Nominating Committee will consider recommendations of candidates for
the Board submitted by Autodesk stockholders. For more information, see the section titled “Corporate Governance-
Nominating Process for Recommending Candidates for Election to the Board” below.

The Corporate Governance and Nominating Committee held five meetings during fiscal 2020.

2020 Proxy Statement 24

Board Leadership Structure
Our Corporate Governance Guidelines direct the Board to fill the Chairman of the Board and Chief Executive Officer positions
after considering a number of factors, including the current size of our business, composition of the Board, current candidates
for such positions, and our succession planning goals. Currently, we separate the positions of Chief Executive Officer and non-
executive Chairman of the Board. Since June 2018, Mr. Smith has served as our non-executive Chairman of the Board. Our
Corporate Governance Guidelines also provide that, in the event the Chairman of the Board is not an independent director, the
Board must elect a “Lead Independent Director.” The responsibilities of the Chairman of the Board or the Lead Independent
Director include setting the agenda for each meeting of the Board, in consultation with the Chief Executive Officer; presiding at
executive sessions; and facilitating communication with the Board, executive officers and stockholders.

Separating the positions of Chief Executive Officer and Chairman of the Board allows our President and Chief Executive
Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead the Board in its fundamental role

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of providing independent advice to, and oversight of, management. The Board believes that having an independent director
serve as Chairman is the appropriate leadership structure for Autodesk at this time and demonstrates our commitment to good
corporate governance.

In addition, as described above, our Board has three standing committees consisting entirely of independent directors. The
Board delegates substantial responsibility to these committees, which report their activities and actions back to the full Board.
We believe having independent committees with independent chairpersons is an important aspect of the leadership structure of
our Board.

Risk Oversight

Our Board, as a whole and through its committees, is responsible for the oversight of risk management. Our executive officers
are responsible for the day-to-day management of the material risks Autodesk faces. In its oversight role, our Board must satisfy
itself that the risk management processes designed and implemented by our executive officers are adequate and functioning as
designed. The involvement of the full Board in setting our business strategy at least annually is a key part of its oversight of risk
management, its consideration of our executive officers' appetite for risk, and its determination of what constitutes an
appropriate level of risk. The full Board receives updates from our executive officers and outside advisers regarding certain
risks Autodesk faces, including litigation, cyber security, data privacy, corporate governance best practices and various
operating risks.

In addition, each Board committee oversees certain aspects of risk management. For example, our Audit Committee is
responsible for overseeing the management of risks associated with Autodesk's financial reporting, accounting and auditing
matters; our Compensation and Human Resources Committee oversees our executive officer succession planning and risks
associated with our compensation policies and programs; and our Corporate Governance and Nominating Committee oversees
the management of risks associated with director independence, conflicts of interest, composition and organization of our
Board, and director succession planning. Board committees report their findings to the full Board.

Senior executive officers attend all meetings of the Board and its standing committees and are available to address any
questions or concerns raised by the Board regarding risk management and any other matters. Annually, the Board holds
strategic planning sessions with senior executive officers to discuss strategies, key challenges, and risks and opportunities for
Autodesk.

Education, Sustainability and Philanthropic Programs

Education

Autodesk is committed to helping fuel a lifelong passion for design and making among students of all ages, both within
and outside the classroom. We offer free educational licenses of Autodesk's professional software to students, educators, and
accredited educational institutions worldwide. We inspire and support beginners with Tinkercad, a simple online 3D design and
3D printing tool. Through Autodesk Design Academy, we provide secondary and postsecondary schools hundreds of standards-
aligned class projects to support design-based disciplines in Science, Technology, Engineering, Digital Arts, and Math
(STEAM) using Autodesk's professional-grade design, engineering and entertainment software. Autodesk Design Academy
curricula is also syndicated on iTunes U and Udemy, where millions of students go to learn online. Classes and projects are

2020 Proxy Statement 25

 available on our Instructables website for anyone looking to expand their "making" skills. Our intention is to make Autodesk
software ubiquitous and the design and making software of choice for those poised to become the next generation of
professional users.
Sustainability Programs

To help our customers imagine, design, and make a better world, our sustainability initiatives focus our efforts on the
areas where we can have the greatest positive impact: enabling sustainable practices through our products, delivering free
sustainable-design learning and training resources, providing software grants to qualifying nonprofits and entrepreneurs, and
leading by example with our sustainable business practices. Through our products and services, we are supporting our
customers to better understand and improve the environmental performance of everything they make.

Climate Change
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In addressing the global challenges posed by climate change, we make it possible for our customers to innovate and
respond to associated changes in regulation, building code, physical climate parameters and other climate-related developments.
This effort can directly and indirectly create more demand for existing and new Autodesk products and services in the short and
long-term. Furthermore, our leadership is committed to taking climate action and that commitment goes hand-in-hand with our
values and reputation in the marketplace.

Climate Change Management Actions

To drive continued progress and meet growing demand, we continue to expand the solutions, education, and support we
offer, helping customers secure a competitive advantage for a low-carbon future by designing high-performance buildings,
resilient cities and infrastructure, and more efficient transportation and products. To continue to grow this market, we provide
software and support to early stage entrepreneurs and start-up companies who are designing clean technologies. We plan to
expand these offerings in the future based upon demand and opportunity in response to challenges posed by climate change.

Internally, we are investing in best practices to mitigate our greenhouse gas emissions and climate change risk through
investments in renewable energy, energy efficiency, disaster management and recovery strategies, and materials innovation. We
are on track to meet our previously announced goal of science-based greenhouse gas reduction target of 43% absolute emissions
by the end of fiscal 2020 and have announced a new commitment to being net-zero emissions by the end of fiscal 2021. Our
results will be published in our fiscal 2020 sustainability report in the second quarter of fiscal 2021.

Climate Change Governance

With oversight from our CEO, the Sustainability & Foundation Team has direct responsibility for setting and
implementing our corporate sustainability strategy, including our climate change strategy.

Emissions Performance & Other Key Performance Indicators

By end of fiscal 2019, Autodesk had reduced its net greenhouse gas emissions for its operational boundary by 41% from
our fiscal year 2009 baseline to 178,000 metric tons of carbon dioxide equivalent. This reduction was accomplished through
increased investment in renewable energy and energy efficiency in our global real estate portfolio and investments with our
customers to create carbon avoidance projects that generate verified emission reduction credits. More information about our
sustainability commitment can be found in our annual sustainability reports, which we have published on our website since
2008. Our fiscal 2020 sustainability report will be published in the second quarter of fiscal 2021.

Philanthropy

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 create a better
world at work, at home, and in the community by matching employees' volunteer time and/or donations to nonprofit
organizations; and to support organizations and individuals using design to drive positive social and environmental impact. In
the latter case, we use grant funding, software donations, and training to accomplish this goal, selecting the most impactful and
innovative organizations around the world, thus, leading to a better future for our planet. 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.

2020 Proxy Statement 26

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation and Human Resources Committee are Mary T. McDowell, Reid French and Blake
Irving. In addition, Crawford W. Beveridge served on the committee for part of fiscal 2020. No director who served as a
member of the Compensation and Human Resources Committee during fiscal 2020 is or was formerly an officer or employee of
Autodesk or any of its subsidiaries. No interlocking relationship existed between any director who served as a member of the
Compensation and Human Resources Committee during fiscal 2020 and the compensation committee of any other company,
nor has any such interlocking relationship existed in the past.

Board Evaluations
The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and

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Board effectiveness. The evaluation process used by the Board is designed to assess the effectiveness and needs of the Board
and its committees as well as individual director performance and contribution levels. The Corporate Governance and
Nominating Committee considers the results of the annual evaluations in connection with its review of director nominees to
ensure the Board continues to operate effectively. The evaluation results also are used to provide feedback to Board committees
and individual directors. In fiscal 2020, the board used the services of third-party corporate governance experts in relation to the
directors’ self-evaluation and peer evaluation questionnaires and to conduct individual director interviews. The evaluation
process provides valuable information for the Chairman and Corporate Governance and Nominating Committee to consider
during the board evaluation process and on a go-forward basis to enhance board effectiveness.

Nominating Process for Recommending Candidates for Election to the Board

The Corporate Governance and Nominating Committee is responsible for, among other things, determining the criteria for
membership on the Board and recommending candidates for election to the Board. It is the policy of the Corporate Governance
and Nominating Committee to consider recommendations for candidates to the Board from stockholders. Stockholder
recommendations for candidates to the Board must be directed in writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael,
California 94903, Attention: Chief Legal Officer, and must include the candidate's name, home and business contact
information, detailed biographical data and qualifications; information regarding any relationships between the candidate and
Autodesk within the last three years; and evidence that the nominating person owns Autodesk stock.

The Corporate Governance and Nominating Committee’s criteria and process for evaluating and identifying the candidates that
it selects, or recommends to the full Board for selection, as director nominees are as follows:

• The Corporate Governance and Nominating Committee regularly reviews the current composition and size of the Board.

• The Corporate Governance and Nominating Committee oversees a periodic evaluation of the performance of the Board as
a whole and evaluates the performance of individual members of the Board eligible for re-election at the annual meeting of
stockholders.

• In its evaluation of director candidates, including the members of the Board eligible for re-election, the Corporate
Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and skills on the Board. The
Corporate Governance and Nominating Committee considers: (1) the current size and composition of the Board and the
needs of the Board and its committees; (2) such factors as character, judgment, diversity, age, expertise, business
experience, length of service, independence, and other commitments; (3) relationships between directors and Autodesk's
customers and suppliers; and (4) such other factors as the Committee may consider appropriate.

• While the Corporate Governance and Nominating Committee has not established specific minimum qualifications for
director candidates, the Corporate Governance and Nominating Committee believes that candidates and nominees must
reflect a Board that comprises directors who (1) are predominantly independent; (2) have high integrity; (3) have broad,
business-related knowledge and experience at the policy-making level in business or technology, including their
understanding of the software industry and Autodesk's business in particular; (4) have qualifications that will increase
overall Board effectiveness; (5) have varied and divergent experiences, viewpoints and backgrounds; and (6) meet other
requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit
committee members.

2020 Proxy Statement 27

 • With regard to candidates who are properly recommended by stockholders or by other means, the Corporate Governance
and Nominating Committee will review the qualifications of any such candidate, which review may, in the Corporate
Governance and Nominating Committee’s discretion, include interviewing references, direct interviews with the candidate,
or other actions the Corporate Governance and Nominating Committee deems necessary or proper.

• The Corporate Governance and Nominating Committee has the authority to retain and terminate any third-party search firm
to identify director candidates, and has the authority to approve the fees and retention terms of such search firm.

• The Corporate Governance and Nominating Committee will apply these same principles when evaluating Board candidates
who may be elected initially by the full Board to fill vacancies or to add additional directors prior to the annual meeting of
stockholders at which directors are elected.

• After completing its review and evaluation of director candidates, the Corporate Governance and Nominating Committee
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selects, or recommends to the full Board for selection, the director nominees.

The Corporate Governance and Nominating Committee does not have a formal written policy with regard to the consideration
of diversity in identifying director nominees. However, as discussed above, diversity is one of the numerous criteria the
Corporate Governance and Nominating Committee reviews before recommending a candidate. When searching for new
directors, our Board endeavors to actively seek out highly qualified women and individuals from minority groups to include in
the pool from which Board nominees are chosen. Our Board aims to create a team of directors with diverse experiences and
backgrounds to provide our complex, global company with thoughtful and engaged board oversight. The Corporate Governance
and Nominating Committee assesses the effectiveness of its diversity efforts through periodic evaluations of the Board’s
composition.

Attendance at Annual Stockholders' Meetings by Directors

Autodesk does not have a formal policy regarding attendance by members of the Board at the Annual Meeting of Stockholders.
Directors are encouraged, but not required, to attend. All of our directors then serving attended the 2019 Annual Meeting of
Stockholders either in person or telephonically.

Contacting the Board

Communications from stockholders to the non-employee directors should be addressed to the non-executive Chairman as
follows: Autodesk, Inc., c/o Chief Legal Officer, 111 McInnis Parkway, San Rafael, California 94903, Attention: Non-Executive
Chairman.

2020 Proxy Statement 28

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Throughout this proxy statement, the individuals included in the Summary Compensation Table
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CFHJOOJOH on page  are referred to as our “named executive officers” or “NEOs.” For fiscal 2020, our NEOs were:

• Andrew Anagnost, Chief Executive Officer and President;

• R. Scott Herren, Senior Vice President and Chief Financial Officer;

• Steven M. Blum, Senior Vice President, Worldwide Field Operations;

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• Pascal W. Di Fronzo, Senior Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary; and

• Carmel Galvin, Senior Vice President, People and Places and Chief Human Resources Officer.

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

Our Compensation Discussion and Analysis provides an overview of our business performance in fiscal 2020, highlights the
key components and structure of our executive compensation program, discusses the principles underlying our compensation
policies and procedures, and addresses other matters we believe explain and demonstrate our performance-based compensation
philosophy. Since it primarily describes the results of our executive compensation program for fiscal 2020, it does not address
the impact of the coronavirus (or COVID-19) on the global economy, our business and financial results for fiscal 2021, or our
executive compensation results for fiscal 2021. The Compensation Committee has considered the economic uncertainty created
by the COVID-19 pandemic when reviewing certain fiscal 2021 executive compensation programs, as briefly discussed below.
A more complete discussion of the decisions regarding and results of our fiscal 2021 executive compensation program will be
included in our proxy statement for next year’s annual meeting.

Executive Summary

Fiscal 2020 Strategic Priorities and Performance Metrics

The software industry has undergone a transition from developing and selling perpetual licenses of on-premises software to
selling subscriptions to access software delivered as a service, through cloud-enabled and mobile applications. Our strategy is
to lead the industries we serve to flexible subscription offerings, the convergence of design and make processes, and the
insights and automation that can be delivered using machine learning and artificial intelligence. Autodesk offers term-based
subscriptions for our products, cloud service offerings, and flexible enterprise business agreements (collectively referred to as
"subscription plan").

During fiscal 2020, we continued making progress on the three strategic priorities established by Dr. Anagnost in consultation
with the Board: delivering on the promise of subscription, digitizing the company, and re-imagining construction,
manufacturing, and production. The success of our business model transition was measured and evidenced by our subscription
plan annualized recurring revenue (“ARR”) representing 91% of total ARR at fiscal year-end compared with 80% for fiscal
2019. We met or exceeded our revenue and operating margin targets, and set records for operating and free cash flow, reaching
$1.42 billion and $1.36 billion, respectively for fiscal 2020. As we exited fiscal 2020, subscriptions represented approximately
85% of our revenue, with maintenance contributing less than 10%. As of the end of fiscal 2020, Autodesk considers its business
model transition effectively complete and we are entering the sustainable growth phase of our subscription journey. We
continue to invest in our digital infrastructure to improve the digital experience of customers across a range of interactions and
to create self-service capabilities for a variety of customer needs. Autodesk’s construction business has shown strong growth,
we continue to gain share in manufacturing, our generative design and our Fusion product continue to attract global
manufacturing leaders to partner with us, and we are making progress in monetizing our non-compliant users.

2020 Proxy Statement 29

 To incentivize long-term value creation and strong financial performance as we navigated our transition, our bonus and equity
plans incorporated performance metrics that aligned with the key drivers of success during the respective phases of our business
model transition and continued to reflect the health of the business coming out of the transition at the end of fiscal 2020. In
fiscal 2019 the Compensation Committee established metrics that drove and aligned with progress toward completion of the
business model transition, and the Committee believes that overall these metrics continued to reflect the health of our business
and drive long-term value creation. 5IVT
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The following performance metrics were used for our NEOs during fiscal 2020:

Performance Metrics
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Total Annualized Recurring Revenue ("ARR")

Non-GAAP Operating Income
Free Cash Flow
Relative TSR (over 1, 2 and 3 years)

Our executive officers’ continued successful implementation of our business model drove the following fiscal 2020 results
including those related to specific performance metrics above:

Total ARR was $3.43 billion, an increase of 25% from fiscal 2019.

Income (loss) from operations was $343.0 million, compared to $(25.0) million in fiscal 2019.

Non-GAAP income (loss) from operations was $802.6 million, an increase from $316.0 million in fiscal 2019.*

Free cash flow was $1.36 billion, an increase from $310.1 million in fiscal 2019.*

Stock price increased by 34% in fiscal 2020, 70% over the last two fiscal years and 142% over the last three
fiscal years.
_________________
* A reconciliation of GAAP to non-GAAP results is provided in Appendix A.

The Committee considered these performance metrics in reaching its decisions regarding pay for the NEOs for fiscal 2020.

Say-on-Pay Results and Stockholder Outreach

Autodesk and the Committee value the input of our stockholders. In 2019, 95.5% of the votes cast on our Say-on-Pay proposal
were favorable, which reflected strong stockholder support for our executive compensation programs. In fiscal 2020, members
of our management team continued our annual outreach and contacted stockholders representing in total over 60% of the
outstanding shares. Our team met with governance professionals from passive funds as well as portfolio managers from active
funds to discuss our executive compensation programs, board composition, diversity, and governance. The breadth of our
outreach program enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder base. Based on these
discussions, the Committee found that our stockholders continued to be supportive of our executive compensation programs
and the alignment between executive pay and Autodesk’s performance. The Committee carefully considers stockholder
feedback as part of its ongoing review of our executive compensation programs, design and metrics.

Emphasis on Variable “At Risk” Performance Executive Compensation

Our executive compensation program emphasizes variable compensation with both annual and long-term performance
components. In fiscal 2020, 92% of our CEO's and 86% of all other NEOs’ total compensation was variable in nature and “at
risk” and 84% of our CEO’s and 77% of all other NEOs’ total compensation consisted of long-term equity. Our incentive
programs reward strong annual financial and operational performance, as well as relative TSR over one-, two-, and three-year

2020 Proxy Statement 30

performance periods. The charts below demonstrate the fiscal 2020 pay mix between base salary, targeted short-term incentives,
and targeted long-term equity compensation for our CEO and all other NEOs.

CEO Other NEOs

Base
8%
Other Base
1% 13%
Annual Cash
Incentive
8% Annual Cash

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Incentive
9%

Long -T
- erm
Long-Term
Equity
Equity
84%
77%

Fiscal 2020 Executive Compensation Decisions

Below is a description of the annual compensation decisions made for our CEO and other NEOs based on results for the just-
completed fiscal year.

Base March 2019: The Committee considered an analysis of the competitive positioning and internal parity
Salary associated with base salary for each role, an assessment of each executive officer’s experience, skills and
performance level, and Autodesk’s performance. Based on those factors, the executive officers’ base
salaries were increased ranging from 2.1% to 12.5% for fiscal 2020.

Annual March 2020: Consistent with fiscal 2020 financial results, the Committee determined that, based on
Cash Incentive attainment of the performance metrics used within Autodesk’s cash incentive plan, the annual cash
Awards incentive awards for our CEO and other NEOs were earned at 87% of their target award opportunity (for
more discussion of cash awards, see “Annual Short-Term Incentive Compensation” below).

Equity March 2019: In determining the size of equity awards, the Committee considered the Company’s performance;
Awards market data for each executive; internal parity across roles; the individual skills, experience, and performance
of each executive; and the mix of cash and equity compensation to ensure that equity awards would motivate
the creation of long-term value while satisfying the Committee’s retention objectives.
The Committee approved annual equity awards for our NEOs in the form of performance stock units (“PSUs”)
and restricted stock units (“RSUs”). Our CEO and NEOs received 60% of their equity awards in PSUs and
40% in RSUs. The vesting of the PSUs is contingent upon performance against the metrics used within
Autodesk’s equity incentive plan.

Compensation Guiding Principles

The Committee believes that Autodesk’s executive compensation program should be designed to attract, motivate, and retain
talented executives and should provide a rigorous framework that is tied to stockholder returns, Company performance, long-
term strategic corporate goals, and individual performance. The general compensation objectives are to:

• Recruit and retain the highest caliber of executives through competitive rewards;

• Motivate executive officers to achieve business and financial goals;

2020 Proxy Statement 31

 • Balance rewards for short- and long-term performance; and

• Align rewards with stockholder value creation.

Within this framework, the total compensation for each executive officer varies based on multiple dimensions:

• Whether Autodesk achieves its short-term and long-term financial and non-financial objectives, including execution on
its business model transition;

• Autodesk’s TSR relative to companies in the North American Technology Software Index;

• The specific role and responsibility of the officer;

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• Each individual officer’s skills, competency, contributions and performance;

• Internal pay parity considerations; and

• Retention considerations.

The Compensation-Setting Process

The Committee reviews and approves all components of each executive officer’s compensation.

CEO Pay Decisions

Throughout the year, the Committee and other independent members of the Board, including the Chairman, review the
performance of, and provide feedback to the CEO at regularly scheduled meetings and through informal discussions. Annually,
the Committee meets and discusses with other independent members of the Board the performance of the CEO in light of
corporate goals and objectives. The Committee took this assessment into account, along with competitive compensation data
and internal pay parity considerations. The Committee set target levels to be aggressive, yet achievable, with diligent effort
during the fiscal year. The Committee formulated recommendations on CEO compensation in consultation with its independent
consultant, consulted with the other independent directors, and then approved the CEO compensation.

Executive Officer Pay Decisions

The CEO makes recommendations to the Committee regarding the base salary, annual cash incentive awards, and equity awards
for each executive officer other than himself. These recommendations are based on the CEO’s assessment of each executive
officer’s performance during the year, competitive compensation data, internal pay parity and retention considerations. The
CEO reports on the performance of the executive officers and their business functions during the year in light of corporate goals
and objectives. The CEO bases his evaluation on his knowledge of each executive officer’s performance and from others with
knowledge of their performance, including feedback provided by the executive officers and their direct reports. The Human
Resources Group assists the CEO in assessing each executive officer’s performance and providing market compensation data
for each role. In executing the responsibilities set forth in its charter, the Committee relies on a number of resources to provide
input to the decision-making process.

Independent Consultant
The Committee retained Exequity LLP as its compensation adviser for fiscal 2020. Exequity provided advice and
recommendations on many issues: total compensation philosophy; program design, including program goals, components, and
metrics; peer data; compensation trends in the high technology sector and general market for senior executives; separation
plans; the compensation of the CEO and the other executive officers; and disclosure of our executive pay programs. The
Committee has considered the independence of Exequity in light of Nasdaq's listing standards for compensation committee
independence and the rules of the SEC. The Committee requested and received a written confirmation from Exequity
addressing the independence of the firm and its senior advisers working with the Committee. The Committee discussed these
considerations and concluded that the work performed by Exequity did not raise any conflict of interest.

2020 Proxy Statement 32

Management
The Committee also consults with management and Autodesk’s Human Resources Group regarding executive and non-
executive employee compensation plans, including administration of Autodesk’s equity incentive plans.

Competitive Compensation Positioning and Peer Group

To ensure our executive compensation practices are competitive and consistent with the Committee’s guiding principles,
Exequity and management provide the Committee with compensation data for each executive role. This data is drawn from a
group of companies in relevant industries that compete with Autodesk for executive talent (the “compensation peer group”).
The Committee uses this data, as well as information about broader technology industry compensation practices, when
deliberating on the compensation of the executive officers.

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The compensation peer group is selected based upon multiple criteria, including industry positioning, competition for talent,
revenue, market capitalization, financial results and geographic footprint.

The Committee reviews the compensation peer group each year to ensure that the comparisons remain meaningful and relevant.
Based on the Committee’s review, the fiscal 2020 compensation peer group consisted of the following companies:

Company Reported Fiscal Year Revenue ($'s in Billions) Market Capitalization as of

1/31/2020 ($'s in billions)
Adobe Systems, Inc. 29-Nov-19 11.17 169.37
Akamai Technologies, Inc. 31-Dec-19 2.89 15.12
Ansys, Inc. 31-Dec-19 1.52 23.52
CA, Inc. 31-Mar-18 4.24 N/A
Cadence Design Systems, Inc. 28-Dec-19 2.34 20.18
Citrix Systems, Inc. 31-Dec-19 3.01 15.77
Electronic Arts, Inc. 31-Mar-19 4.95 31.40
Intuit Inc. 31-Jul-19 6.78 73.04
Juniper Networks, Inc. 31-Dec-19 4.45 7.71
NetApp, Inc. 26-Apr-19 6.15 11.85
Nuance Communications, Inc. 30-Sep-19 1.82 5.37
PTC Inc. 30-Sep-19 1.26 9.60
Red Hat, Inc. 28-Feb-19 3.36 N/A
[Link], inc. 31-Jan-20 17.10 162.80
Splunk Inc. 31-Jan-20 2.36 24.50
Symantec Corporation 29-Mar-19 4.73 17.45
Synopsys, Inc. 31-Oct-19 3.36 22.16
Workday, Inc. 31-Jan-20 3.63 42.83
Autodesk, Inc. 31-Jan-20 3.27 43.19
Autodesk Percentile Ranking 39% 81%

In September 2019, the Committee reviewed the compensation peer group that would be used for fiscal 2021 compensation
decision making. The Committee determined that for fiscal 2021 each of the peers was still appropriate, except for CA, Inc. and
Red Hat, Inc., which were acquired in 2018 and 2019, respectively.

When determining the base salary, incentive targets, equity grants and target total direct compensation opportunity for each of
our NEOs, the Committee references the median data from our compensation peer group for each component and in the
aggregate. In practice, actual compensation awards may be above or below the median levels, depending on Autodesk’s
financial and operational performance and each executive officer’s experience, skills and performance. The Committee believes
that referencing the total compensation packages of the companies in the compensation peer group keeps Autodesk’s
compensation competitive and within market norms. This also provides flexibility for variances in compensation where

2020 Proxy Statement 33

 appropriate, based on each executive officer’s leadership, contributions and particular skills or expertise as well as retention
considerations.

Principal Elements of the Executive Compensation Program

The principal elements of Autodesk’s annual executive compensation program are described below.

Element Purpose Operation Payout Range Performance Measures

Base Salary Forms basis for Base salary reflects N/A None, although
competitive competitive market performance of the
compensation package conditions, individual individuals is taken into
performance, and internal account by the
parity Committee when setting
and reviewing base
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salary levels and merit

increases
Short-term Incentive Motivate achievement of Target percentage 0% - 200% of target Fiscal 2020: Performance
Opportunities annual strategic priorities determined by against total ARR and
relating to the business competitive market non-GAAP total
model transition and practices and internal operating income
profitability objectives parity
Actual bonus payouts are
determined by the extent
to which performance
compares to targeted
goals established at the
beginning of the
performance period
Performance Stock Unit Align compensation with Size of award 0% - 200% of target Fiscal 2020: Performance
Awards (“PSUs”) key drivers of the determined by shares against total ARR and
business, operational competitive market free cash flow adjusted
performance and relative practices, corporate and based upon Autodesk’s
stockholder return individual performance TSR relative to
and internal parity companies in the North
American Technology
Software Index with a
market capitalization
over $2 billion over one-,
two-, and three-year
performance periods
Encourage focus on near- Percentage of shares Change in Autodesk Autodesk stock price
term and long-term vesting is determined by stock price
strategic objectives the extent to which
performance compares to
targeted goals established
at the beginning of the
performance period
Restricted Stock Unit Encourage focus on long- Size of award Change in Autodesk Autodesk stock price
Awards (“RSUs”) term stockholder value determined by stock price
creation competitive market
practices, corporate and
individual performance
and internal parity and
retention considerations
Promote retention Recipients earn shares if
they remain employed
through the three-year
vesting period

When setting the goals for the short-term incentive opportunity and the PSUs, the Committee considered the overlap of total
ARR to be appropriate in light of the critical importance of this goal at the time. ARR has been a key performance metric to
assess the health and trajectory of our business and the success of our business model transition. The use of free cash flow and
relative TSR over one-, two-, and three-year performance periods against market indices further differentiates PSUs from the
short-term incentive program and aligns those awards with the long-term interests of our stockholders.

2020 Proxy Statement 34

Base Salary
Base salary is used to provide the executive officers with a competitive amount of fixed annual cash compensation. The
Committee views base salary as a reliable source of income for the executive officers and an important recruiting and retention
tool. The Committee sets base salaries at a competitive level that recognizes the scope, responsibility, and skills required of
each position, as well as market conditions and internal pay equity.

The Committee considered an analysis of the base salary for each executive role, an assessment of each executive officer’s
experience, skills and performance level, and Autodesk’s performance. In particular, the Committee noted that Dr. Anagnost’s
base salary was below the median market position of our compensation peer group, and the Committee’s expectation to
increase his base salary over time, commensurate with performance. As a result, the Committee elected to increase Dr.
Anagnost’s base salary in fiscal 2020 by 3.0% and other NEO base salaries in fiscal 2020 by 2.1% to 12.5%.

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Annual Short-Term Incentive Compensation

At the beginning of each fiscal year, the Committee establishes target award opportunities, payout metrics and performance
targets for the Autodesk, Inc. Executive Incentive Plan. This annual cash incentive is intended to motivate and reward
participants for achieving company-wide annual financial and non-financial objectives as well as individual objectives.

Target Award Opportunities and Fiscal 2020 Executive Incentive Plan

The Committee sets the target annual cash incentive award opportunity for each eligible executive officer based on competitive
assessments, the executive’s particular role, and internal parity considerations. Based on the Committee’s review of these
factors, the Committee set the fiscal 2020 cash incentive target for each of the NEOs at the same percentage as it was in fiscal
2019. These target opportunities are expressed as a percentage of the NEO’s annualized base salary and range from 75% to
125%. A NEO may receive an earned award that is greater or less than the target award opportunity, depending upon
Autodesk’s and the NEO's performance.

In fiscal 2020, bonus awards for each of our NEOs were funded under the Autodesk, Inc. Executive Incentive Plan (“fiscal
2020 EIP”). At the beginning of the fiscal year, the Committee established funding performance thresholds, which, if achieved,
would establish the maximum fiscal 2020 EIP funding at 200% of target. For fiscal 2020, the Committee selected total ARR,
non-GAAP operating income, and absolute TSR as the funding metrics. Autodesk’s fiscal 2020 performance of $3,429 million
in total ARR, $803 million in non-GAAP operating income and 36% in TSR (based on a 31-day average closing stock price at
the beginning and end of fiscal 2020) exceeded the funding threshold, resulting in the maximum bonus award funding for each
executive. The Committee then exercised its negative discretion to reduce the actual bonus awards for each of the participants
based on pre-established performance measures (as described below).

Company Performance Measures and Performance

At the beginning of fiscal 2020, the Committee approved fiscal 2020 EIP performance measures to align our CEO’s and other
NEOs’ bonus opportunities with our strategic priorities. The metrics selected align our incentives with the key drivers of
success. In its exercise of negative discretion, the Committee considered the performance attainment versus specific pre-
established performance targets to determine payouts. For the CEO and other NEOs, the Committee assessed the performance
of Autodesk against targets set at the beginning of the fiscal year based on the criteria below; the final award could range from
0% to 200% of the target award. This calculation yielded a bonus payout of 87.0% of target, as shown below:

Performance Metric Weighting Actual Target Funding %

Total ARR 70% $3,429M $3,543M 87.2%
Non-GAAP Operating Income 30% $803M $860M 86.7%
Total 100% 87.0%

2020 Proxy Statement 35

 Based on the level of achievement of the performance objectives, in March 2020 the Committee approved short-term incentive
awards for the NEOs as follows:

Short-Term Short-Term
Incentive Incentive
Target as a Payout as a
Percentage of Short-Term Short-Term Percentage of
Named Executive Officer Base Salary Incentive Target Incentive Payout Target
Andrew Anagnost 125% $1,075,000 $935,250 87.0%
R. Scott Herren 75% $467,250 $406,508 87.0%
Steven M. Blum 75% $444,000 $386,280 87.0%
Pascal W. Di Fronzo 75% $385,875 $335,711 87.0%
Carmel Galvin 75% $337,500 $293,625 87.0%
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Fiscal 2021 Executive Incentive Plan

In fiscal 2021, the bonus awards for each of our NEOs will continue to be determined under the Autodesk, Inc. Executive
Incentive Plan. Near the beginning of the fiscal year, the Committee established revenue, non-GAAP operating income and
absolute TSR as the funding metrics.

If the funding metrics are achieved, in its exercise of discretion, the Committee will consider the performance attainment versus
specific targets to determine payouts. The Committee will assess Autodesk's financial and operational performance based on the
following metrics and weighting:

Performance Metric Weighting

Total Revenues 60%
Non-GAAP Operating Income 40%

The Committee believes that the metrics selected for fiscal 2021 will align our incentives with the key drivers of success. The
final awards for our NEOs could range from 0% to 200% of target, depending on achieved performance level. The Committee’s
choice of metrics was also driven by stockholder feedback to minimize the overlap of metrics between the bonus and equity
plans but considered the overlap of total revenue to be appropriate in light of the critical importance of this goal as we exit the
business model transition and enter the growth phase of our business. For fiscal 2021, in consideration of the economic
uncertainty created by the COVID-19 pandemic, the Committee mitigated the impact of such uncertainty by reducing
complexity, focusing on revenue as a significant performance metric, and retaining discretion over the bonus that otherwise
would be payable based on actual performance, but in any event not to exceed allowable plan maximums.

Long-Term Incentive Compensation

Autodesk uses long-term incentive compensation in the form of equity awards to align executive pay opportunities with
stockholder value creation, and to motivate and reward executive officers for effectively executing longer-term strategic and
operational objectives.

March 2019 Equity Awards

During fiscal 2020, the Committee approved annual equity awards in the form of PSUs and RSUs for the NEOs. The
Committee elected to use the following mix of PSUs and RSUs to complement the performance aspects of PSUs with the long-
term retention component of RSUs. In doing so, the Committee increased the PSU level for other NEOs to 60% to be consistent
with the PSU level for the CEO.

2020 Proxy Statement 36

 CEO Other NEOs

RSUs RSUs
40% 40%

PSUs PSUs
60% 60%

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In arriving at the total number of PSUs and RSUs to award to an executive officer in fiscal 2020, the Committee considered
Autodesk’s performance in fiscal 2019, competitive market data for the executive’s position, historical grants, unvested equity,
individual performance of the executive and internal pay parity. At that time, the Committee noted Autodesk’s progress toward
completion of the business model transition, which was indicative of strong execution and positioned us well for continued
stockholder value creation. Key performance indicators reflecting progress in fiscal 2019 included:

Remaining
Total Fiscal 2019
Total ARR Performance
Subscriptions Stock Price
Obligations
Up 34% Up 17% Up 18% Up 27%

As a result of this analysis, the following equity awards were approved:

Target Value of PSU + RSU

Named Executive Officer Award Target PSU Award (#) (1) RSU Award (#) (1)
Andrew Anagnost $11,000,000 42,054 28,036
R. Scott Herren $5,500,000 21,027 14,018
Steven M. Blum $4,000,000 15,292 10,194
Pascal W. Di Fronzo $1,800,000 6,881 4,587
Carmel Galvin $2,200,000 8,410 5,607
_________________
(1)
Number of shares determined by the weighting of PSUs and RSUs and the average closing stock price over the last 20 trading days prior
to the date of grant.

PSU Awards
The current PSU design was adopted following extensive stockholder outreach and incorporates a number of features
stockholders identified as being most important, namely, multiple performance metrics, TSR relative to peers, and a multi-year
measurement period.

The PSU awards provide for a minimum, target and maximum number of shares to be earned based upon predetermined
performance criteria.

• For fiscal 2020 awards, PSU vesting will be contingent upon achievement of performance goals adopted by the Committee
(“Performance Results”) and Autodesk’s TSR compared against companies in the S&P North American Technology

2020 Proxy Statement 37

 Software Index with a market capitalization over $2 billion (“Relative TSR”) over one-, two- and three-year performance
periods.

• In fiscal 2020, we measured Performance Results based on total ARR and free cash flow.

• The use of these different goals motivates management to drive Autodesk’s business model transition and, combined with
Relative TSR and vesting over one-, two- and three-year performance periods, aligns these awards with the long-term
interests of our stockholders.

Performance Results for the relevant performance period could result in PSU attainment of 0% to 150% of target. Once the
Performance Results percentage is established, it is multiplied by a percentage ranging from 67% to 133%, depending on
Autodesk’s Relative TSR for the period. The combined impact of these performance criteria is that PSUs could be earned from
0% to 200% of target. The chart below illustrates the attainment mechanics for the PSUs approved in fiscal 2020.
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Fiscal 2020 Fiscal 2021 Fiscal 2022

(First PSU Tranche) (Second PSU Tranche) (Third PSU Tranche)

Fiscal 2020 Target Shares Fiscal 2021 Target Shares Fiscal 2022 Target Shares
0XOWLSOLHGE\ 0XOWLSOLHGE\ 0XOWLSOLHGE\
Fiscal 2020 Financial Performance Fiscal 2021 Financial Performance Fiscal 2022 Financial Performance
(0%-150% of Target) (0%-150% of Target) (0%-150% of Target)
0XOWLSOLHGE\ 0XOWLSOLHGE\ 0XOWLSOLHGE\
Fiscal 2020 Relative TSR Fiscal 2020-2021 Relative TSR Fiscal 2020-2022 Relative TSR
(+/- 33%) (+/- 33%) (+/- 33%)

An executive who has received PSU grants in three successive years will have a portion of the total PSU shares vesting in that
third year be based on the combination of 3-year, 2-year and 1-year Relative TSR (see “Vesting of PSUs” below for an
illustration of this cumulative effect of multiple PSU grants).

RSU Awards

March 2019: The time-based RSU awards granted to the CEO and NEOs in March 2019 vest in three equal annual
installments from the date of grant. RSUs help us retain executives in a competitive environment and provide further incentive
to focus on longer-term stockholder value creation.

Vesting of PSUs in 2020

In March 2020, the Committee reviewed and certified the attainment levels for performance measures for the third tranche of
PSUs awarded in March 2017, the second tranche of PSUs awarded in March 2018, and the first tranche of PSUs awarded in
March 2019. For each award, the Committee measured the following performance:

Fiscal 2020 financial goal attainment versus target was based on the criteria below:

Performance Metric Weighting Actual Target Funding %

Total ARR 70% $3,492M $3,543M 87.2%
Free Cash Flow 30% $1,362M $1,359M 100.2%
Total 100% 91.1%

2020 Proxy Statement 38

Autodesk’s Relative TSR was based on:

(1) (2)
Performance Period Autodesk TSR Percentile Rank Payout Multiplier
Fiscal 2018 - Fiscal 2020 144.1% 60th Percentile 108%
Fiscal 2019 - Fiscal 2020 77.8% 64th Percentile 111%
Fiscal 2020 36.1% 54th Percentile 106%
_________________
(1)
Based on the 31-day average closing stock price (+/- 15 days) at the beginning of each period and the end of fiscal 2020.
(2)
Relative TSR was measured against companies in the S&P North American Technology Software Index with a market capitalization
over $2B.

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The combination of financial attainment and Relative TSR results yielded the following PSU attainments:

March 2017 Fiscal 2018 - Fiscal 2020 Percent of PSU Target

3rd Tranche : X Relative TSR =
Award 98.4%
Fiscal 2018 Award 108%

March 2018 Fiscal 2020 Financial Goal Fiscal 2019 - Fiscal 2020
: Attainment X = Percent of PSU Target
2nd Tranche Relative TSR Award 101.1%
Fiscal 2019 Award 91.1% 111%
March 2019 Fiscal 2020 Percent of PSU Target
1st Tranche : X Relative TSR =
Award 96.6%
Fiscal 2020 Award 106%

Based on this performance, the PSU awards were earned as follows:

March 2017 Award March 2018 Award March 2019 Award

3rd Tranche 2nd Tranche 1st Tranche
Target Actual Number Target Actual Target Actual
Number of of PSUs Number of Number of Number of Number of
Named Executive Officer PSUs Earned PSUs PSUs Earned PSUs PSUs Earned
Andrew Anagnost 5,775 5,682 12,349 12,484 14,018 13,541
R. Scott Herren 4,813 4,735 3,694 3,734 7,009 6,770
Steven M. Blum 3,851 3,789 2,968 3,000 5,098 4,924
Pascal W. Di Fronzo 2,888 2,841 1,979 2,000 2,294 2,216
Carmel Galvin (1) N/A N/A 3,694 3,734 2,804 2,708
_________________
(1)
Ms. Galvin joined Autodesk in March 2018 and did not receive PSUs in March 2017.

Vesting of CEO Promotion Stock

In June 2017, in connection with his promotion to President and Chief Executive Officer, Dr. Anagnost received a grant of PSUs
and RSUs. For the PSU grants, the number of shares vesting is based on Autodesk’s fiscal 2020 free cash flow per share and ARR
performance.

Fiscal 2020 financial goal attainment versus target was based on the criteria below:
Performance Metric Weighting Actual Target Funding %
Total ARR (1) 50% $3,276M $3,543M 44.1%
Free Cash Flow per share 50% $6.12 $6.00 54.0%
Total 100% 98.1%
_________________
(1)
Total ARR adjusted for the Assemble Systems, PlanGrid and BuildingConnected acquisitions.

2020 Proxy Statement 39

 Based on this performance, the PSU awards were earned as follows:
June 2017 Promotion Award
Actual Number of PSUs
Target Number of PSUs Earned
Andrew Anagnost 39,840 39,082

April 2020 Equity Awards

In April 2020, the Committee approved a mix of PSUs and RSUs for each of our NEOs. The fiscal 2021 PSU awards are
structured in the same manner as the fiscal 2020 PSU awards; however, financial performance will be measured based on the
following metric:
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Performance Metric NEO Weighting

Total Revenue 100%

The payout for financial performance will continue to range from 0% - 200%. The Committee selected total revenue as the
performance metric to align the company's incentives with this key driver of stockholder value and based on stockholder
feedback to minimize the overlap of metrics between the bonus and equity plans. The Committee determined the overlap of
total revenue to be appropriate for the reasons discussed above in the section titled, "Fiscal 2021 Executive Incentive Plan." In
consideration of the economic uncertainty created by the COVID-19 pandemic, the Compensation Committee mitigated the
impact of such uncertainty by reducing complexity, focusing on revenue as the sole performance metric and retaining discretion
over the PSUs that otherwise would be payable based on actual performance, but in any event not to exceed allowable plan
maximums.

The financial performance results will continue to be adjusted based on Autodesk’s Relative TSR over one-, two- and three-
year performance periods with a the relative TSR payout range of 67% - 133%. Relative TSR will be measured against
companies in the S&P North American Technology Software Index with a market capitalization over $2B.

For fiscal 2021, the Committee elected to grant our NEOs 60% their annual equity in PSUs and 40% in RSUs to align their
compensation with Company performance as shown below:

CEO Other NEOs

RSUs RSUs
40% 40%

PSUs PSUs
60% 60%

2020 Proxy Statement 40

Executive Benefits

Welfare and Other Employee Benefits

Benefits provided to the executive officers are generally the same as those provided to all other eligible Autodesk employees. In
the U.S., these benefits include medical, dental, and vision insurance, 401(k) retirement plan with company matching
contributions, Employee Stock Purchase Plan, health and dependent care flexible spending accounts, short-term disability
salary continuation, long-term disability insurance, accidental death and dismemberment insurance, basic life insurance
coverage, and various paid time off and leaves of absence programs.

Perquisites and Other Personal Benefits

Autodesk does not, as a general practice, provide material benefits or special considerations to the executive officers that it does

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not provide to other employees. However, from time to time, when deemed appropriate by the Committee, certain executive
officers receive perquisites and other personal benefits that are competitively prudent or otherwise in Autodesk’s best interest.

Employment Agreement and Post-Employment Compensation

Employment Agreement with CEO

The terms and conditions of Dr. Anagnost’s employment are set forth in his June 2017 employment agreement, which defines
the respective rights of Autodesk and Dr. Anagnost. This agreement provided general protection for Dr. Anagnost in the event
of termination without cause or resignation for good reason and has been a valuable tool to incentivize Dr. Anagnost to become
our CEO and retain his services. The protections afforded to him in the event of a change of control provide Autodesk with an
increased level of confidence that he would remain with Autodesk up to and for some period of time after a change of control.
Continuity in the event of a change in control ultimately enhances stockholder value and discourages benefits simply for
consummating a change in control. Details of the agreement with Dr. Anagnost can be found beginning on page .

Severance Plan
During fiscal 2019, the Committee adopted the Autodesk, Inc. Severance Plan to establish standard executive severance terms
and minimize the need to negotiate individualized executive severance terms in the future. Each of the NEOs (other than our
CEO), as well as our other Senior Vice Presidents, is a participant in the plan. If a participant’s employment is terminated
without cause, or if a participant terminates his or her employment for good reason, then, in addition to payment of accrued
base salary and vacation and any previously awarded but unpaid bonus, the participant is eligible to receive the following
benefits:
• a lump sum payment equal to the sum of (A) one and one-half (1.5) times the participant’s base pay as in effect on the
date of termination, and (B) one and one-half (1.5) times the participant’s target annual cash bonus incentive amount
under our annual cash bonus incentive plan applicable to the participant as in effect on the date of termination;

• accelerated vesting of the participant’s time-based restricted stock units that would have become vested had the
participant remained continuously employed by Autodesk for an additional twelve months following the termination;

• continued vesting of the participant’s PSUs that would have become vested had the participant remained continuously
employed by Autodesk for an additional twelve months following the termination, based on the extent to which the
underlying performance criteria, with respect to such awards, are satisfied for such performance period;

• a lump sum payment in an amount equal to twelve times the monthly premium that the participant would be required
to pay to continue his or her group health coverage if the participant had made a timely election under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; and

• Company-provided outplacement services in accordance with Autodesk’s then-applicable outplacement service

program or arrangements for eighteen months immediately following the date of termination.

All payments and other benefits under the Autodesk, Inc. Severance Plan are subject to applicable withholding obligations, the

2020 Proxy Statement 41

 participant’s granting of a release of all claims, and compliance with certain non-disparagement, non-solicitation and
confidentiality covenants.

An estimate of the potential payments and benefits payable in the event of a termination of employment other than for cause or
good reason are set forth in “Change-in-Control Arrangements, Severance Plan and Employment Agreement -- Severance Plan”
below.

Change in Control Program

To ensure the continued service of key executive officers in the event of a potential change in control of Autodesk, the Board
has adopted the Autodesk, Inc. Executive Change in Control Program. Each of the NEOs, among other employees, is a
participant in the program. The payments and benefits available under this program are designed to encourage the continued
services of the NEOs in the event of a potential change in control of Autodesk and to allow for a smooth leadership transition
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thereafter. Further, these arrangements are intended to provide incentives to the NEOs to execute strategic initiatives that are
aligned with stockholder value creation, even if these initiatives may result in the elimination of a NEO’s position.

The Executive Change in Control Program provides continuity in the event of a change in control transaction, which is
designed to further enhance stockholder value. Payment and benefits under the Executive Change in Control Program are
provided only in the event of a qualifying termination of employment following a change in control (“double trigger”).
Autodesk does not offer tax reimbursement or “gross-up” payments under the Executive Change in Control Program.

The material terms and conditions of the Executive Change in Control Program, as well as an estimate of the potential
payments and benefits payable in the event of a termination of employment in connection with a change in control of Autodesk,
are set forth in “Change-in-Control Arrangements, Severance Plan and Employment Agreement” below.

Retirement Provisions in RSU and PSU Agreements

To ensure the continued long-term service of key executive officers through an orderly retirement, the Board has adopted
retirement provisions in RSU and PSU agreements entered into with executive officers starting in March 2019. Each of the
NEOs, among other employees, is eligible to participate in the program. The retirement benefit available under this program is
limited to partial continued vesting of outstanding RSUs and PSUs following a qualified retirement and is designed to
encourage the continued long-term services of the NEOs and to allow for a smooth leadership transition upon their retirement.

Continued vesting under the retirement provisions in RSU and PSU agreements is provided only in the event of a qualifying
retirement.

The material terms and conditions of the retirement provisions, as well as an estimate of the potential benefit payable in the
event of a qualifying retirement, are set forth in “Change-in-Control Arrangements, Severance Plan, Retirement Arrangements
and Employment Agreement” below.

2020 Proxy Statement 42

Leading Compensation Governance Practices
Autodesk’s executive compensation objectives are supported by policies and strong governance practices that align executives’
interests with the interests of our stockholders. Some of the program’s most notable features are highlighted in the table and
summarized below.

What We Do What We Do Not Do

Robust stockholder outreach program Allow hedging and trading in Autodesk derivative securities
Significant percentage of NEO total pay tied to achievement of critical
Reprice stock options
financial and stockholder value creation
Representative peer group Offer executive benefits and excessive perquisites

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Significant stock ownership requirements Fixed-term employment agreements
Clawback policy
Double-trigger change in control arrangements with no excise tax
gross-up
Equity award grant policy
Effective risk management
Independent compensation committee and consultant

Mandatory Stock Ownership Guidelines

The Board believes that stock ownership by the executive officers is important to tie the risks and rewards inherent in stock
ownership to the executive officers, and has adopted mandatory guidelines for stock ownership by executive officers. These
mandatory ownership guidelines require each executive officer to hold shares of Autodesk’s Common Stock equivalent in value
to a multiple of his or her base salary at the appropriate executive officer level. This is intended to create clear guidelines that
tie a portion of the executive officer’s net worth to the performance of Autodesk’s stock price. The current stock ownership
guidelines are as follows:

CEO Executive Vice President Senior Vice President

Multiple of Base Salary 6.0 times 3.0 times 3.0 times

Executive officers have four years from the later of either (i) March 2017 or (ii) their hire or promotion to a new, higher-level
position, to satisfy the required level of stock ownership. For purposes of satisfying the required stock ownership level, shares
of Common Stock subject to outstanding RSU awards are counted as shares owned. Upon the most recent periodic review of
attainment, each of the NEOs satisfied the mandatory stock ownership guidelines.

Clawback Policy
Executive officer cash incentive-based compensation may be recovered at the discretion of the Board if an executive officer has
engaged in fraudulent or other intentional misconduct and the misconduct caused a material restatement of our financial
statements.

Derivatives Trading and Anti-Hedging Policy

Executive officers, members of the Board, and all other employees are prohibited from investing in derivative securities related
to Autodesk’s Common Stock and engaging in short sales or other short-position transactions in shares of Autodesk’s Common
Stock. This policy does not restrict ownership of company-granted awards, such as options to purchase shares of Common
Stock or PSU or RSU awards, which have been granted by the Committee. Autodesk’s insider trading policy prohibits the
trading of derivatives or the hedging of Autodesk’s common equity securities by all employees, including the executive
officers, and members of the Board.

2020 Proxy Statement 43

 Equity Award Grant Policy

All equity awards granted to the executive officers are approved by the Committee. Approval of the equity awards for the
executive officers generally occurs at the Committee’s regularly scheduled quarterly meeting although on occasion the
Committee has approved new-hire, retention or promotion grants outside of that cycle.

Effective Risk Management

Each year, the Committee evaluates Autodesk’s compensation-related risk profile and the Committee has concluded that our
fiscal 2020 compensation policies and practices did not create risks that were reasonably likely to have a material adverse effect
on Autodesk.

Regulatory Considerations and Practices

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Autodesk continuously reviews and evaluates the impact of the tax laws and accounting practices and related interpretations on
the executive compensation program. For example, the Committee considers Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (“ASC Topic 718”), which results in recognition of compensation expense for
share-based payment awards, and Section 409A of the Code, which affects deferred compensation arrangements, as it evaluates,
structures, and implements changes to the program.

Deductibility Limitation

Section 162(m) of the Code limits the deductibility of compensation in excess of $1 million paid to any one NEO during any
fiscal year. Under the rules in effect before calendar 2018, compensation that qualified as “performance-based” under Section
162(m) was deductible without regard to this $1 million limit. To maintain flexibility in compensating executives in a manner
designed to promote varying corporate goals, the Committee did not adopt a policy requiring all compensation to be deductible
under Section 162(m) and continues to reserve the right to structure compensation arrangements and issue awards that may not
be deductible under Section 162(m). However, the Committee historically has considered, among other factors, deductibility
under Section 162(m) with respect to compensation arrangements for executives. Prior to 2018, we generally designed our
annual and long-term incentive compensation programs for executives in a manner that was intended to qualify as performance-
based compensation under Section 162(m), with the understanding that these programs may not qualify from time to time.

The Tax Cuts and Jobs Act, which was signed into law December 22, 2017, eliminated the performance-based compensation
exception under Section 162(m), effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and
arrangements that were in effect on or before November 2, 2017. As a result, compensation that our Committee structured in
calendar 2017 and prior years with the intent of qualifying as performance-based compensation under Section 162(m) that is
paid on or after January 1, 2018 may not be fully deductible, depending on the application of the special grandfather rules.
Moreover, after January 1, 2018, compensation awarded in excess of $1 million to our NEOs, including our chief financial
officer, generally will not be deductible. While the Tax Cuts and Jobs Act will limit the deductibility of compensation paid to
our NEOs, our Committee will, consistent with its past practice, continue to retain flexibility to design compensation programs
that are in the best long-term interests of Autodesk and our stockholders, with deductibility of compensation being one of a
variety of considerations taken into account. We continue to analyze whether to redesign any of our compensation programs in
light of the amendments to Section 162(m) and other sections of the that became effective in 2018.

Taxation of Deferred Compensation

Section 409A of the Code imposes significant additional taxes in the event an executive officer, director, or service provider
receives “deferred compensation” that does not satisfy the restrictive conditions of the provision. Section 409A applies to a
wide range of compensation arrangements, including traditional nonqualified deferred compensation plans, certain equity
awards, and separation arrangements. To assist employees with avoiding additional taxes under Section 409A, Autodesk has
structured equity awards in a manner intended to comply with the applicable Section 409A conditions.

Taxation of “Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and
certain other service providers may be subject to an excise tax if, in connection with a change in control, they receive payments
or benefits that exceed certain prescribed limits. In addition, the relevant company or a successor may forfeit a deduction on the

2020 Proxy Statement 44

amounts subject to this additional tax. Autodesk did not provide any executive officer with a “gross-up” or other reimbursement
payment for any tax liability the executive might owe as a result of the application of Sections 280G or 4999 during fiscal 2019.
In addition, Autodesk has not agreed and is not otherwise obligated to provide any NEO with such a “gross-up” or other
reimbursement or to otherwise address the application of Sections 280G or 4999 in connection with payments or benefits
arising from a change in control.

Accounting for Stock-Based Compensation

Autodesk follows ASC Topic 718 for stock-based compensation awards. ASC Topic 718 requires Autodesk to measure the
compensation expense for all share-based payment awards made to employees (including executive officers) and members of
the Board, including options to purchase shares of Common Stock, based on the grant date “fair value” of these awards. Fair
value is calculated for accounting purposes and reported in the compensation tables below, even though the executive officers
and directors may never realize any value from their awards. ASC Topic 718 also requires Autodesk to recognize the

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compensation cost of these share-based payment awards in the income statements over the period that an employee or director
is required to render service in exchange for the stock option or other award.

Compensation Committee Report

The Compensation and Human Resources Committee of the Board of Directors, which is composed solely of independent
members of the Board of Directors, assists the Board in fulfilling its responsibilities regarding compensation matters and,
pursuant to its Charter, is responsible for determining the compensation of Autodesk’s executive officers. The Compensation
and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis included in this
Proxy Statement as required by Item 402(b) of Regulation S-K with Autodesk’s management team. Based on this review and
discussion, the Compensation and Human Resources Committee has recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS

Mary T. McDowell, Chair

Reid French
Blake Irving

2020 Proxy Statement 45

 Summary Compensation Table and Narrative Disclosure
This narrative discussion, as well as the table and footnotes below, summarizes our named executive officers’ compensation for
fiscal 2020, 2019 and 2018. The named executive officers are Andrew Anagnost (President and Chief Executive Officer), R.
Scott Herren (Senior Vice President and Chief Financial Officer) and the next three next most highly compensated individuals
who were serving as executive officers of Autodesk on January 31, 2020, the last day of our most recent fiscal year. For
information on our compensation objectives, see the discussion under the heading “Compensation Discussion and Analysis.”

Salary

Named executive officers are paid a cash-based salary. We did not provide equity or other non-cash items to our named
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executive officers as salary compensation during fiscal 2020, 2019 and 2018.

Bonus
This column represents payments made to our named executive officers for amounts that relate to: signing bonuses, as in the
case of Ms. Galvin, who received a sign-on bonus in fiscal 2019; and other miscellaneous amounts, such as payments made in
recognition of years of service as part of an Autodesk company-wide program.

Stock Awards
Amounts shown in this column do not reflect compensation actually received by our named executive officers. Instead, the
amounts reported represent the aggregate grant date fair values of PSU awards and RSU awards, as determined pursuant to
ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of
Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our fiscal 2020 Annual Report on Form
10-K filed on March 19, 2020.

Equity and Non-Equity Incentive Plan Compensation

Non-equity incentive plan compensation represents amounts earned for services performed during the relevant fiscal year
pursuant to our short-term cash incentive plan ("EIP") for all executive officers shown. The amounts shown in the Non-Equity
Incentive Plan Compensation column below reflect the total cash amounts awarded. Cash amounts awarded under the EIP are
payable in the first quarter of the following fiscal year.

All Other Compensation

This column represents all other compensation for the relevant fiscal year not reported in the previous columns, such as
severance payments, payment of relocation and temporary housing expenses, reimbursement of certain tax expenses, authorized
familial travel and gifts in connection with business trips, Autodesk’s matching contributions to pre-tax savings plans, insurance
premiums, personal gifts and related tax gross ups. Generally, unless the items included in this category exceed the greater of
$25,000 or 10% of the total amount of perquisites received by a given named executive officer, individual perquisites are not
separately identified and quantified.

2020 Proxy Statement 46

The Summary Compensation Table below presents information concerning the total compensation of our named executive
officers for fiscal 2020, 2019 and 2018. Ms. Galvin was not an employee in fiscal 2018 so compensation is not presented for
that period.

Non-Equity
Incentive
Stock Plan All Other
Named Executive Officer Fiscal Salary Bonus Awards Compensation Compensation Total
and Principal Position Year ($) ($) ($) (f) ($) ($) ($)
Andrew Anagnost 2020 904,327 — 9,679,365 935,250 50,715 11,569,657
Chief Executive Officer and 2019 819,711 — 7,066,886 1,102,200 32,961 9,021,758
President (a) 2018 659,846 1,200 10,601,052 724,711 358,897 12,345,706
R. Scott Herren, 2020 656,192 — 4,750,230 406,508 50,955 5,863,885
Senior Vice President and 2019 599,246 — 3,890,605 483,120 32,802 5,005,773

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Chief Financial Officer (b) 2018 586,446 — 3,535,328 430,565 38,185 4,590,524
Steven M. Blum, 2020 623,615 — 3,558,289 386,280 81,107 4,649,291
Senior Vice President, 2019 569,915 — 3,062,510 459,360 50,861 4,142,646
Worldwide Field Operations (c) 2018 558,480 900 2,469,381 410,027 69,581 3,508,369
Pascal W. Di Fronzo, 2020 541,962 — 1,896,136 335,711 6,962 2,780,771
Senior Vice President, Corporate 2019 495,762 1,200 2,279,150 399,168 7,291 3,182,571
Affairs, Chief Legal Officer and 2018 488,565 — 1,915,351 358,682 5,584 2,768,182
Secretary (d)
Carmel Galvin 2020 465,385 — 1,946,428 293,625 64,253 2,769,691
Senior Vice President, People and 2019 361,539 50,000 2,026,238 289,026 7,326 2,734,129
Places and Chief Human Resources
Officer (e)
_____________
(a) Dr. Anagnost's other compensation includes $23,285 authorized executive and spouse travel in connection with a business trip, tax
gross-ups of $19,795 for certain perquisites, the 401(k) plan match, and standard health benefits.
(b) Mr. Herren's fiscal 2020 other compensation includes $16,904 authorized executive and spouse travel in connection with a business
trip, tax gross-ups of $20,017 for certain perquisites, the 401(k) plan match, and standard health benefits.
(c) Mr. Blum’s fiscal 2020 other compensation includes $39,724 authorized executive and spouse travel in connection with business
trips, tax gross-ups of $29,700 for certain perquisites, the 401(k) plan match and, standard health benefits.
(d) Mr. Di Fronzo's fiscal 2020 other compensation includes tax gross-ups of $297 for certain perquisites, the 401(k) plan match, and
standard health benefits.
(e) Ms. Galvin's fiscal 2020 other compensation includes $23,385 authorized executive and spouse travel in connection with a business
trip, tax gross-ups of $26,540 for certain perquisites, the 401(k) plan match, and standard health benefits.
(f) Amounts consist of the aggregate grant date value for PSU and RSU awards computed in accordance with FASB ASC Topic 718,
based on target levels of achievement (the probable outcome at grant) in the case of PSUs. The assumptions used in the valuation of
these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated
Financial Statements in our Annual Report on Form 10-K filed on March 19, 2020. The maximum value of PSU awards generally is
capped at 180% of target for fiscal 2018 and fiscal 2019 and capped at 200% of target for fiscal 2020. The maximum values for PSU
awards granted in fiscal 2020 are as follows: Dr. Anagnost: $9,859,636; Mr. Herren: $4,768,721; Mr. Blum: $3,654,751; Mr. Di
Fronzo: $2,175,540; and Ms. Galvin: $1,990,970. Actual PSU awards earned in fiscal 2020 by the named executive officers are
shown in “Long-Term Incentive Compensation" in the “Compensation Discussion and Analysis.”

Grants of Plan-Based Awards in Fiscal 2020

Grants of plan-based awards reflect grants made to our named executive officers under our non-equity incentive plans and
equity compensation plans during fiscal 2020.

The following tables include potential threshold, target and maximum amounts payable under our short-term cash incentive
plan (EIP) for performance during fiscal 2020, and do not constitute compensation on top of the amounts included in the
Summary Compensation Table. However, these amounts do not reflect amounts actually earned for fiscal 2020. The following
table also includes amounts relating to PSUs and RSUs issued under our 2012 Stock Plan. See “Annual Incentive Award
Decisions" and “Long-Term Incentive Compensation" in the “Compensation Discussion and Analysis” section above for actual

2020 Proxy Statement 47

 amounts earned in fiscal 2020 by the named executive officers and further discussion of the role of plan-based and other awards
in our overall executive compensation program.

The following tables present information concerning grants of plan-based awards to each of the named executive officers
during fiscal 2020:
Estimated Future Payouts Under Non- Estimated Future Payouts Under
Equity Incentive Plan Awards (a) Equity Incentive Plan Awards (b)
All Other
Stock Grant Date
Awards: Fair Value
Named Number of of Stock
Executive Grant Threshold Threshold Target Shares of Awards ($)
Officer Date ($) Target ($) Maximum ($) (#) (#) Maximum (#) Stock (#)(c) (d)
Andrew 3/21/2019 — — — — — — 28,036 $ 4,452,678
Anagnost 3/21/2019 — — — — 5,775 10,395 — $ 948,602
Proxy Materials

3/21/2019 — — — — 12,349 22,228 — $ 2,019,926

3/21/2019 — — — — 14,018 28,036 — $ 2,258,160
— 1,075,000 2,150,000
R. Scott 3/21/2019 — — — — — — 14,018 $ 2,226,339
Herren 3/21/2019 — — — — 4,813 8,663 — $ 790,583
3/21/2019 — — — — 3,694 6,649 — $ 604,228
3/21/2019 — — — — 7,009 14,018 — $ 1,129,080
— 467,250 934,500
Steve M. 3/21/2019 — — — — — — 10,194 $ 1,619,011
Blum 3/21/2019 — — — — 3,851 6,931 — $ 632,565
3/21/2019 — — — — 2,968 5,342 — $ 485,476
3/21/2019 — — — — 5,098 10,196 — $ 821,237
— 444,000 888,000
Pascal W. 3/21/2019 — — — — — — 4,587 $ 728,507
Di Fronzo 3/21/2019 — — — — 2,888 5,198 — $ 474,383
3/21/2019 — — — — 1,979 3,562 — $ 323,705
3/21/2019 — — — — 2,294 4,588 — $ 369,540
— 385,875 771,750
Carmel 3/21/2019 — — — — — — 5,607 $ 890,504
Galvin 3/21/2019 — — — — 3,694 6,649 — $ 604,228
3/21/2019 — — — — 2,804 5,608 — $ 451,696
337,500 675,000
________________
(a) Reflects target and maximum dollar amounts payable under the EIP for performance during fiscal 2020, as described in
“Compensation Discussion and Analysis—Elements of Executive Compensation Programs.” “Threshold” refers to the minimum
amount payable for a certain level of performance; “Target” refers to the amount payable if specified performance targets are reached;
and “Maximum” refers to the maximum payout possible.
(b) Represents shares of our Common Stock subject to each of the PSU awards granted to the named executive officers in fiscal 2020
under our 2012 Stock Plan. These columns show the awards that were possible at the threshold, target and maximum levels of
performance. Shares were to be earned based upon total ARR and free cash flow per share goals for fiscal 2020 adopted by the
Compensation Committee (the “Annual Financial Results”), as well as TSR compared against the companies in the S&P Computer
Software Select Index or the S&P North American Technology Software Index with a market capitalization over $2B (“Relative
TSR”). In each case, Annual Financial Results for the relevant performance period could result in PSU attainment, subject to the
Relative TSR modifier, of 0%-150% of target. Once that Annual Financial Results percentage is established, it is multiplied by a
percentage ranging from 80%-120%, depending on Autodesk's Relative TSR performance for the period. Ultimately, PSUs could be
earned from 0%-200% of target. Actual PSU awards earned in fiscal 2020 by the named executive officers under this program are
shown in “Long-Term Incentive Compensation” in the “Compensation Discussion and Analysis.”
(c) RSUs granted on March 21, 2019 vest in three equal annual installments beginning on the first anniversary of the date of grant.
(d) Reflects the grant date fair value of each equity award. The assumptions used in the valuation of these awards are set forth in Note 1,
“Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report
on Form 10-K filed on March 19, 2020. These amounts do not correspond to the actual value that will be realized by the named
executive officers upon the vesting of RSUs or the sale of the Common Stock underlying such awards.

2020 Proxy Statement 48

Outstanding Equity Awards at Fiscal 2020 Year End

The following table presents information concerning outstanding unvested RSU and PSU awards for each named executive
officer as of January 31, 2020. This table includes RSUs and PSUs granted under the 2012 Stock Plan. Unless otherwise
indicated, all RSU awards vest in three equal annual installments beginning on the first anniversary of the date of grant.
Stock Awards

Equity Incentive
Market Value Equity Incentive Plan Awards:
Number of of Plan Awards: Market or Payout
Shares of Shares of Number of Value of Unearned
Stock That Stock Unearned Shares That
Grant Have Not That Have Not Shares That Have Have Not
Named Executive Officer Date Vested (#) Vested ($) (a) Not Vested (#) Vested ($) (a)
Andrew Anagnost (b)

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3/14/2017 5,682 1,118,502 — —
3/14/2017 5,834 1,148,423 — —
6/19/2017 4,829 950,589 — —
6/19/2017 — — 39,840 (e) 7,842,504
3/21/2018 24,969 (c) 4,915,148 — —
3/21/2018 16,466 3,241,332 — —
3/21/2019 40,624 (d) 7,996,834 — —
3/21/2019 28,036 5,518,887 — —

R. Scott Herren 3/14/2017 4,736 (b) 932,280 — —

3/14/2017 4,861 956,888 — —
3/21/2018 7,469 (c) 1,470,273 — —
3/21/2018 7,388 1,454,328 — —
3/21/2019 20,312 (d) 3,998,417 — —
3/21/2019 14,018 2,759,443 — —

Steven M. Blum 3/14/2017 3,789 (b) 745,865 — —

3/14/2017 3,889 765,550 — —
3/21/2018 6,001 (c) 1,181,297 — —
3/21/2018 5,936 1,168,502 — —
3/21/2019 14,772 (d) 2,907,868 — —
3/21/2019 10,194 2,006,689 — —

Pascal W. Di Fronzo 3/14/2017 2,841 (b) 559,251 — —

3/14/2017 2,917 574,211 — —
3/21/2018 4,001 (c) 787,597 — —
3/21/2018 3,958 779,132 — —
3/21/2019 6,647 (d) 1,308,462 — —
3/21/2019 4,587 902,951 — —

Carmel Galvin 3/21/2018 7,469 (c) 1,470,325 — —

3/5/2018 8,315 1,636,808 — —
3/21/2019 8,124 (d) 1,599,221 — —
3/21/2019 5,607 1,103,738 — —

________________
(a) Market value of RSUs and PSUs that have not vested is computed by multiplying (i) $196.85, the closing price on the Nasdaq of
Autodesk Common Stock on January 31, 2020, the last trading day of fiscal 2020, by (ii) the number of shares of stock underlying the
applicable award.
(b) Awards relate to the third-year tranche of PSU awards granted on March 14, 2017 under the 2012 Plan. These PSUs were subject to
achievement of total ARR and free cash flow per share goals for fiscal 2020 adopted by the Compensation and Human Resources
Committee, as well as TSR compared against the companies in the S&P North American Technology Software Index with a market
capitalization over $2 billion. The third-year tranche of these PSUs was earned as of January 31, 2020 and subject to vest on March 20,
2020.
(c) Awards related to the second-year tranche of PSU awards granted on March 21, 2018 under the 2012 Plan. These PSUs were subject to
achievement of total ARR and free cash flow per share for fiscal 2020 adopted by the Compensation and Human Resources Committee,
as well as TSR compared against the S&P North American Technology Software Index with a market capitalization over $2 billion. The
second-year tranche of these PSUs was earned as of January 31, 2020 and subject to vest on March 20, 2020.

2020 Proxy Statement 49

 (d) Awards related to the first-year tranche of PSU awards granted on March 21, 2019 under the 2012 Plan. These PSUs were subject to
achievement of total ARR and free cash flow per share for fiscal 2020 adopted by the Compensation and Human Resources Committee,
as well as TSR compared against the S&P North American Technology Software Index with a market capitalization over $2 billion. The
first-year tranche of these PSUs was earned as of January 31, 2020 and subject to vest on March 20, 2020.
(e) Awards related to the PSU awards granted on June 19, 2017 under the 2012 Plan. These PSUs are subject to achievement of fiscal 2020
free cash flow per share and ARR goals adopted by the Compensation and Human Resources Committee. These PSUs vest on March
20, 2020.

Option Exercises and Stock Vested at Fiscal 2020 Year End

There were no stock options exercised by any of the named executive officers during fiscal 2020. The following table presents
information concerning the vesting of stock awards held by each of the named executive officers during fiscal 2020.
Proxy Materials

Stock Awards
Number of
Shares Acquired on Value Realized on
Named Executive Officer Vesting (#) Vesting ($) (a)
Andrew Anagnost 53,003 $ 8,197,441
R. Scott Herren 33,656 $ 5,176,310
Steven M. Blum 26,155 $ 4,022,851
Pascal W. Di Fronzo 20,766 $ 3,193,350
Carmel Galvin 8,044 $ 1,255,390
______________
(a) 5eflects the number of shares acquired on vesting of RSUs or PSUs multiplied by the closing market price ofRXU&RPPRQ6WRFN
as reported on the Nasdaq on the vesting date.

Nonqualified Deferred Compensation for Fiscal 2020

Under our Nonqualified Deferred Compensation Plan, certain United States-based officers (including named executive officers)
may defer compensation earned such as salary or awards under the short-term cash incentive plan (EIP). Deferral elections are
made by eligible executive officers each year during an “open enrollment” period for amounts to be earned in the following
year. Autodesk does not make any contribution for executive officers under the Nonqualified Deferred Compensation Plan.
Prior to April 2013, we maintained our Autodesk, Inc. Equity Incentive Deferral Plan, which permitted certain executive
officers to defer up to 50% of their EIP award.

The following table presents information regarding non-qualified deferred compensation activity for each listed officer during
fiscal 2020:

Executive
Contributions Aggregate
(Distributions) Earnings/ Aggregate
in Fiscal (Losses) in Balance at
Named Executive Officer Year ($) Fiscal Year ($) (a) Fiscal Year End ($)
Andrew Anagnost 396,925 373,481 3,838,630
R. Scott Herren — — —
Steven M. Blum 137,808 219,055 1,808,202
Pascal W. Di Fronzo — 28,810 191,363
Carmel Galvin — — —
_____________
(a) None of the earnings or losses in this column are reflected in the Summary Compensation Table because they are not considered
preferential or above market.

CEO Pay Ratio

In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total
compensation of our median employee (excluding our CEO). The fiscal 2020 annual total compensation of our CEO was

2020 Proxy Statement 50

$11,569,657. The fiscal 2020 annual total compensation of our median compensated employee was $114,999, and the ratio of
these amounts was 100.6 to 1.

To identify the median employee, we examined the compensation of our full- and part-time employees (other than our CEO) as
of the last day of our fiscal year. We used target total direct compensation as our consistently applied compensation measure.
Target total direct compensation for this purpose consisted of each employee’s estimated salary earnings, target non-equity
incentive opportunity, and the fair market value price of his or her equity incentive awards granted in fiscal 2020. We also
converted all employee compensation, on a country-by-country basis, to U.S. dollars based on the applicable year-end exchange
rate. After identifying the median employee, we calculated the annual total compensation for such employee using the same
methodology that we used for our NEOs as set forth in the Summary Compensation Table. In fiscal 2020 the pay ratio increased
year-over-year based largely upon an increase in variable stock-based compensation for our CEO.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal

Proxy Materials
records and the methodology described above. The SEC rules for identifying the median compensated employee and
calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of
methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee
populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the
pay ratio reported above, as other companies have different employee populations and compensation practices and may use
different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Change-in-Control Arrangements, Severance Plan, Retirement Arrangements and

Employment Agreement
In an effort to ensure the continued service of our executive officers in the event of a change-in-control, each of our executive
officers (other than our CEO) participate in an amended and restated Executive Change in Control Program (the “Program”)
that was approved by the Board in March 2006 and amended most recently in December 2016. Dr. Anagnost has a change-in-
control provision in his employment agreement, as noted below. Additionally, in August 2018, the Committee adopted the
Autodesk, Inc. Severance Plan (the "Severance Plan") to establish standard executive severance terms and to minimize the need
to negotiate individualized executive severance terms in the future. Each of our current executive officers (other than our CEO)
has been designated by the Committee to participate in the Severance Plan. Finally, the Board adopted retirement provisions in
RSU and PSU agreements entered into with executive officers starting in March 2019. Each of our current executive officers is
eligible to receive the retirement benefit, although currently only three of our NEOs has served at Autodesk long enough to
have a qualifying retirement under the provisions.

Executive Change in Control Program

Under the terms of the Program, if, within sixty days prior or twelve months following a "change in control," an executive
officer who participates in the Program is terminated without "cause," or voluntarily terminates his or her employment for
"good reason" (as those terms are defined in the Program), the executive officer will receive (among other benefits), following
execution of a release and non-solicit agreement:

• An amount equal to one and one-half times the sum of the executive officer’s annual base salary and average annual bonus,
plus the executive officer’s pro-rata bonus, provided the Company bonus targets are satisfied, payable in a lump sum;

• Acceleration of all of the executive officer’s outstanding incentive equity awards, including stock options and RSUs; and

• Reimbursement of the total applicable premium cost for medical and dental coverage for the executive officer and his or
her eligible spouse and dependents until the earlier of 18 months from the date of termination or when the executive officer
becomes covered under another employer’s employee benefit plans.

• An executive officer who is terminated for any other reason will receive severance or other benefits only to the extent the
executive would be entitled to receive them under our then-existing benefit plans and policies. If the benefits provided
under the Program constitute parachute payments under Section 280G of the Code and are subject to the excise tax
imposed by Section 4999 of the Code, then such benefits will be (1) delivered in full, or (2) delivered to such lesser extent
that would result in no portion of the benefits being subject to the excise tax, whichever results in the executive officer
receiving the greatest amount of benefits.

2020 Proxy Statement 51

 As defined in the Program, a “change in control” occurs if any person acquires 50% or more of the total voting power
represented by voting securities, if Autodesk sells all or substantially all its assets, if Autodesk merges or consolidates with
another corporation, or if the composition of the Board changes substantially.

Severance Plan
Under the terms of the Severance Plan, if a participant in the Severance Plan is terminated without "cause" or voluntarily
terminates his or her employment for "good reason" (as those terms are defined in the Severance Plan) then, in addition to
payment of accrued base salary and vacation and any previously awarded but unpaid bonus, the participant will be eligible to
receive the following benefits under the Severance Plan, subject to execution of a release and compliance with certain non-
disparagement, non-solicitation and confidentiality covenants:
Proxy Materials

• A lump sum payment equal to the sum of (A) one and one-half times the participant's base pay as in effect on the date of
termination, and (B) one and one-half times the participant’s target annual cash bonus incentive amount under the
Company’s annual cash bonus incentive plan applicable to the participant as in effect on the date of termination;

• Accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant remained
continuously employed by the Company for an additional twelve months following the termination;

• Continued vesting of the participant’s PSUs that would have become vested had the participant remained continuously
employed by the Company for an additional twelve months following the termination, based on the extent to which the
underlying performance criteria, with respect to such awards, are satisfied for such performance period;

• A taxable lump sum payment in an amount equal to twelve times the monthly premium that the participant would be
required to pay to continue their group health coverage if the participant had made a timely election under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended; and

• Company-provided outplacement services in accordance with the Company’s then-applicable outplacement service
program or arrangements for eighteen months immediately following the date of termination.

The Severance Plan does not provide for any excise tax payment. In the event that any payment or benefit payable to a
participant under the Severance Plan would result in the imposition of excise taxes under the “golden parachute” provisions of
Section 280G of the Code, then such payments and benefits will be (1) delivered in full, or (2) delivered to such lesser extent
that would result in no portion of the benefits being subject to the excise tax, whichever results in the participant receiving the
greatest amount of benefits.

Employment Agreement with Andrew Anagnost

In connection with Dr. Anagnost’s appointment as CEO, in June 2017, Dr. Anagnost entered into an employment agreement
with the Company which provides for, among other things, certain payments and benefits to be provided to Dr. Anagnost in the
event his employment is terminated without “cause” or he resigns for “good reason,” including in connection with a “change of
control,” as each such term is defined in Dr. Anagnost's employment agreement.

In the event Dr. Anagnost's employment is terminated by Autodesk without cause or if Dr. Anagnost resigns for good reason
and in each case such termination is not in connection with a change of control, Dr. Anagnost would receive (i) payment of
200% of his then current base salary for 12 months; (ii) payout of his pro-rata bonus for the fiscal year in which termination
occurs, provided Autodesk bonus targets are satisfied, to be paid in one lump sum on or before March 15th of the succeeding
fiscal year; (iii) fully accelerated vesting of all of his then outstanding, unvested equity awards (other than any awards that vest
in whole or in part based on performance); (iv) with respect to his then outstanding unvested equity awards that vest in whole or
in part based on performance, those awards will vest, as if he had remained continuously employed by Autodesk through the
end of the performance period in which his employment is terminated, based on the extent, if any, that the underlying
performance criteria for those awards are satisfied for that performance period, as prorated to reflect the number of days in
which he was employed during such period; and (v) reimbursement for premiums paid for continued health benefits for Dr.
Anagnost and his eligible dependents until the earlier of 12 months following termination or the date Dr. Anagnost becomes
covered under similar health plans. In addition, Dr. Anagnost is subject to non-solicitation and non-competition covenants for
12 months following a termination that gives rise to the severance benefits discussed above.

2020 Proxy Statement 52

If, in connection with a change of control, Dr. Anagnost 's employment is terminated by Autodesk without cause or if Dr.
Anagnost resigns for good reason, Dr. Anagnost would receive (i) a lump sum payment in an amount equal to 200% of his then
current annual base salary and average annual bonus; (ii) payout of his pro-rata bonus for the fiscal year of Autodesk in which
termination occurs provided Autodesk bonus targets are satisfied, to be paid in one lump sum on or before March 15th of the
succeeding fiscal year; (iii) fully accelerated vesting of all of his then outstanding unvested equity awards, including awards
that would otherwise vest only upon satisfaction of performance criteria; and (iv) reimbursement for premiums paid for
continued health benefits for Dr. Anagnost and his eligible dependents until the earlier of 18 months following termination or
the date Dr. Anagnost becomes covered under similar health plans.

Retirement Provisions in RSU and PSU Agreements

Proxy Materials
The RSU and PSU agreements entered into with our executive officers in March 2019 and after contain provisions that permit
partial continued vesting of outstanding RSUs and PSUs following a qualified retirement, as follows:

• In the event of an executive officer’s qualified retirement, shares subject to time-based RSUs that would otherwise vest
within twelve (12) months following the qualified retirement shall fully accelerate and become vested with respect to one
hundred percent (100%) of the shares of our common stock subject thereto as of the date of the qualified retirement, and
any time-based RSUs that remain unvested after application of this provision shall immediately be forfeited and cancelled
for no additional consideration upon the qualified retirement; and

• In the event of an executive officer’s qualified retirement, shares subject to performance-based RSUs that would otherwise
vest within twelve (12) months following the qualified retirement shall continue to vest as if the executive officer had
remained continuously employed by Autodesk through the vest date next following the he qualified retirement, based on
the extent, if any, that the underlying performance criteria with respect to such awards are satisfied for the applicable
performance period, and the remainder of such performance-based RSUs that do not become vested pursuant to this
provision, if any, shall be forfeited and canceled for no additional consideration.

For the purposes of this provision, “qualified retirement,” is defined as a voluntary termination of employment by an executive
officer, which meets either of the following requirements: (i) one’s combined total age plus years of continuous employment
with Autodesk is equal to or greater than 75 or (ii) one is at least 55 years of age and completes at least 10 years of continuous
employment with Autodesk. Unless waived by the administrator of the applicable stock plan, in order for such voluntary
termination to be deemed a qualified retirement, one must properly deliver written notice of his or her intent to resign
employment with Autodesk in a qualified retirement at least 3 months prior to the effective date of such qualified retirement.

Potential Payments Upon Termination or Change in Control

The tables below list the estimated amount of compensation payable to each of the named executive officers in the event of
voluntary termination, involuntary not-for-cause termination, for cause termination, termination following a change in control,
and termination in the event of disability or death of the executive. The amounts shown assume that such termination was
effective as of January 31, 2020, and include all components of compensation, benefits and perquisites payable under the
Severance Plan and Executive Change in Control Program effective during the 2020 fiscal year or, in the case of Dr. Anagnost,
pursuant to his employment agreement, discussed above.

Estimated amounts for share-based compensation are based on the closing price of our Common Stock on the Nasdaq on
Friday, January 31, 2020, which was $196.85 per share. The actual amounts for all named executive officers to be paid out can
only be determined at the time of such executive’s separation.

2020 Proxy Statement 53

 Andrew Anagnost

Involuntary Involuntary
Not For Cause Not for Cause
or Voluntary or Voluntary
for Good For Good
Reason Reason
Voluntary (Except Change For Cause (Change in
Termination in Control) Termination Control)
on Termination on on Termination on Disability on Death on
Executive Benefits and Payments 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($)
Compensation:
Base Salary (1) — 1,720,000 — 1,720,000 — —
Short-Term Cash Incentive
Proxy Materials

Plan (EIP) (2) — 935,250 — 2,343,451 — —

Equity Awards (3) 4,599,203 24,943,617 25,028,887 25,028,887 25,028,887
Benefits and perquisites:
Health Insurance (4) — 25,469 — 38,204 25,469 —
Disability Income (5) — — — — 2,519,952 —
Accidental Death or
Dismemberment (6) — — — — 2,000,000 2,000,000
Life Insurance (7) — — — — — 2,000,000
Total Executive Benefits and
Payments Upon Separation 4,599,203 27,624,336 — 29,130,542 29,574,308 29,028,887

R. Scott Herren
Involuntary Involuntary
Not For Cause Not for Cause
or Voluntary or Voluntary
for Good For Good
Reason Reason
Voluntary (Except Change For Cause (Change in
Termination in Control) Termination Control)
on Termination on on Termination on Disability on Death on
Executive Benefits and Payments 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($)
Compensation:
Base Salary (1) — 934,500 — 934,500 — —
Short-Term Cash Incentive
Plan (EIP) (2) — 700,875 — 1,057,008 — —
Equity Awards (3) — 5,604,186 — 11,711,591 11,711,591 11,711,591
Benefits and perquisites:
Health Insurance (4) — 41,601 — 33,728 22,485 —
Disability Income (5) — — — — 1,949,530 —
Accidental Death or
Dismemberment (6) — — — — 1,869,000 1,869,000
Life Insurance (7) — — — — — 1,869,000
Total Executive Benefits and
Payments Upon Separation — 7,281,162 — 13,736,827 15,552,606 15,449,591

2020 Proxy Statement 54

Steven M. Blum

Involuntary Involuntary
Not For Cause Not for Cause
or Voluntary or Voluntary
for Good For Good
Reason Reason
Voluntary (Except Change For Cause (Change in
Termination in Control) Termination Control)
on Termination on on Termination on Disability on Death on
Executive Benefits and Payments 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($)
Compensation:
Base Salary (1) — 888,000 — 888,000 — —
Short-Term Cash

Proxy Materials
Incentive Plan (EIP) (2) — 666,000 — 1,005,410 — —
Equity Awards (3) 1,672,438 4,324,735 — 8,877,541 8,877,541 8,877,541
Benefits and perquisites:
Health Insurance (4) — 37,074 — 33,728 22,485 —
Disability Income (5) — — — — 2,499,563 —
Accidental Death or
Dismemberment (6) — — — — 2,000,000 2,000,000
Life Insurance (7) — — — — — 2,000,000
Total Executive Benefits and
Payments Upon Separation 1,672,438 5,915,809 — 10,804,679 13,399,589 12,877,541

Pascal W. Di Fronzo

Involuntary Involuntary
Not For Cause Not for Cause
or Voluntary or Voluntary
for Good For Good
Reason Reason
Voluntary (Except Change For Cause (Change in
Termination in Control) Termination Control)
on Termination on on Termination on Disability on Death on
Executive Benefits and Payments 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($)
Compensation:
Base Salary (1) — 771,750 — 771,750 — —
Short-Term Cash
Incentive Plan (EIP) (2) — 578,813 — 876,018 — —
Equity Awards (3) 752,558 2,654,240 — 4,958,455 4,958,455 4,958,455
Benefits and perquisites:
Health Insurance (4) — 46,339 — 37,570 25,046 —
Disability Income (5) — — — — 2,390,590 —
Accidental Death or
Dismemberment (6) — — — — 2,000,000 2,000,000
Life Insurance (7) — — — — — 515,000
Total Executive Benefits and
Payments Upon Separation 752,558 4,051,142 — 6,643,793 9,374,091 7,473,455

2020 Proxy Statement 55

 Carmel Galvin

Involuntary Involuntary
Not For Cause Not for Cause
or Voluntary or Voluntary
for Good For Good
Reason Reason
Voluntary (Except Change For Cause (Change in
Termination in Control) Termination Control)
on Termination on on Termination on Disability on Death on
Executive Benefits and Payments 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($) 1/31/2020 ($)
Compensation:
Base Salary (1) — 675,000 — 675,000 — —
Short-Term Cash
Proxy Materials

Incentive Plan (EIP) (2) — 506,250 — 506,250 — —

Equity Awards (3) — 2,454,778 — 5,850,382 5,850,382 5,850,382
Benefits and perquisites:
Health Insurance (4) — 56,667 — 45,943 30,629 —
Disability Income (5) — — — — 3,149,723 —
Accidental Death or
Dismemberment (6) — — — — 1,800,000 1,800,000
Life Insurance (7) — — — — — 1,350,000
Total Executive Benefits and
Payments Upon Separation — 3,692,695 — 7,077,575 10,830,734 9,000,382
______________

Base Salary: For Dr. Anagnost, the amounts shown would be paid in accordance with his employment agreement that was in effect as

of January 31, 2020. For the other continuing named executive officers, the amounts shown would be paid in accordance with the

Severance Plan or Executive Change in Control Program effective at the end of the 2020 fiscal year.

Short-Term Cash Incentive Plan (EIP): For Dr. Anagnost, the amounts shown would be paid in accordance with his employment

agreement that was in effect as of January 31, 2020. For the other continuing named executive officers, the amounts shown would be

paid in accordance with the Severance Plan or Executive Change in Control Program effective at the end of 2020 fiscal year. These

amounts are based on the cash value of the short-term cash incentive plan.

Equity Awards: Pursuant to the Company's form of RSU and PSU award agreement, in the case of a Qualified Retirement, partial

continued vesting of outstanding RSUs and PSUs continues, and in the case of Disability or Death, unvested time-based RSUs vest in

full and unvested PSUs vest at target. For Dr. Anagnost, the amounts shown for other termination scenarios reflect the value of

unvested equity awards accelerated in accordance with his employment agreement that was in effect as of January 31, 2020. For the

other continuing named executive officers, the amounts shown for other termination scenarios reflect the value of unvested equity

awards accelerated in accordance with the Severance Plan or Executive Change in Control Program effective at the end of 2020 fiscal

year. Reported values are based on the closing price of our Common Stock on January 31, 2020 ($196.85 per share) for RSUs and

PSUs and target PSUs.

Health Insurance: For Dr. Anagnost, in accordance with his employment agreement that was in effect as of January 31, 2020, these

amounts represent the cost of continuing coverage for Dr. Anagnost and his dependents. The amount shown in the Involuntary Not

for Cause or Voluntary for Good Reason (Except Change in Control) Termination column reflects twelve months of coverage after

separation. The amounts in the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column

reflect eighteen months of coverage after separation. For the other continuing named executive officers, these amounts represent the

cost of continuing coverage for medical and dental benefits for each executive and his or her dependents (i) in the case of the

Disability column, for twelve months in accordance with Autodesk's benefits program, (ii) in the case of the Involuntary Not for

Cause or Voluntary for Good Reason (Except Change in Control) Termination column for twelve months after separation and grossed

up for taxes in accordance with the Severance Plan effective at the end of the 2020 fiscal year, and (iii) in the case of the Involuntary

Not for Cause or Voluntary for Good Reason (Change in Control) Termination column, for eighteen months after separation in

accordance with the Executive Change in Control Program effective at the end of the 2020 fiscal year.

Disability Income: Reflects the estimated present value of all future payments to each executive under his or her elected disability

program, which represent 100% of base salary for the first 90 days, and then 66- 2/3% of salary thereafter, with a maximum of
$20,000 per month, until the age of 67. These payments would be made by the insurance provider, not by Autodesk.

Accidental Death or Dismemberment: Reflects the lump-sum amount payable to each executive or his or her beneficiaries by

Autodesk’s insurance provider in the event of the executive’s accidental death. There is also a prorated lump sum payment for

dismemberment. The amount shown as payable upon dismemberment is based upon the payout for the most severe dismemberment

under the plan.

Life Insurance: Reflects the lump-sum amount payable to beneficiaries by Autodesk’s insurance provider in the event of the

executive’s death.

2020 Proxy Statement 56

Equity Compensation Plan Information

The following table summarizes the number of outstanding options and awards granted to employees and directors, as well as
the number of securities remaining available for future issuance under these plans as of January 31, 2020:

(a) (b) (c)

Number of securities
to be issued upon Number of securities remaining
exercise or vesting of available for future issuance
outstanding options Weighted-average under equity compensation plans
and awards (in exercise price of (excluding securities reflected in
Plan category millions) outstanding options column (a)) (in millions)
Equity compensation plans approved by security

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holders (1) 5.2 $ 24.80 21.9 (2)
Total 5.2 $ 24.80 21.9

______________
(1) Includes employee and director stock plans set forth in Note 4, "Employee and Director Stock Plans" in the Notes to Consolidated
Financial Statements in our fiscal 2020 Annual Report on Form 10-K filed on March 19, 2020.
(2) Included in this amount are 7.3 million securities available for future issuance under Autodesk’s Employee Stock Purchase Plan.

Compensation of Directors
During fiscal 2020, our non-employee directors were eligible to receive the annual compensation set forth below:
Member of the Board of Directors $75,000 and
RSUs ($250,000 equivalent)
Non-executive Chairman of the Board an additional $75,000
Chair of the Audit Committee an additional $25,000
Chair of the Compensation and Human Resources Committee an additional $20,000
Chair of the Corporate Governance and Nominating Committee an additional $10,000

The annual compensation cycle for non-employee directors begins on the date of the annual stockholders' meeting and ends on
the date of the next annual stockholders meeting (“Directors' Compensation Cycle”). Director compensation in the tables below
represent the portion of annual compensation with respect to service during Autodesk's fiscal 2020.

No later than December 31 of the year prior to a director's re-election to the Board, the director can elect to receive up to 100%
of his or her annual fees in the form of RSUs issued at a rate of $1.20 worth of stock for each $1.00 of cash compensation
foregone (“Elected RSUs”). If cash is elected, cash compensation is accrued monthly and paid quarterly, in arrears. The Elected
RSUs are issued at the beginning of the Directors' Compensation Cycle on the date of the annual meeting of stockholders and
will vest on the date of the annual meeting of stockholders in the following year, provided that the recipient is a director on such
date.

2020 Proxy Statement 57

 Non-Employee Director Annual Compensation Cycle
June 13, 2019 Annual Stockholder Meeting - June 18, 2020 Annual Stockholder Meeting

% Annual Fees Elected to Convert to % Annual Fees Elected to Convert to

RSUs RSUs
Director (June 13, 2018 - June 12, 2019) (June 13, 2019 - June 18, 2020)
Stacy J. Smith 100 100
Karen Blasing — 30
Reid French 100 100
Dr. Ayanna Howard (a) N/A —
Blake Irving (a) — —
Mary T. McDowell 100 100
Proxy Materials

Stephen Milligan — 100

Lorrie M. Norrington 100 100
Betsy Rafael — —
Former Directors:
Crawford W. Beveridge (b) 100 N/A
________________
(a) Blake Irving joined the Board on March 22, 2019 and Dr. Ayanna Howard joined the Board on September 24, 2019. They were not
eligible to make cash to RSU elections for their respective non-employee director annual compensation cycles in the year they joined the
Board.
(b) Mr. Beveridge did not stand for re-election at the June 12, 2019 Annual Meeting.

During fiscal 2020, Autodesk's 2012 Outside Directors' Stock Plan provided for the automatic grant of RSUs to our non-
employee directors. Upon being elected or appointed to our Board, each non-employee director would be provided an initial
grant of RSUs with a grant date value of $250,000 and prorated based on service on the date such director joined the Board
(“Initial RSUs”), with subsequent annual grants of RSUs with a grant date value of $250,000 on the date of the Annual Meeting
(“Subsequent Annual RSUs”).

The number of calendar days

from the Date of Grant to the
Company’s next annual Result is rounded
$250,000 x meeting of stockholders / Fair Market Value = down to the
of a Share on the nearest whole
365 Date of Grant number of shares

Initial RSUs vest upon the annual meeting of stockholders following the date of grant. Subsequent Annual RSUs vest over a
one-year period. If a non-employee director is appointed on the date of an Annual Meeting, such non-employee director is not
eligible to an Initial RSU.

Under Autodesk's 2012 Outside Directors' Stock Plan, directors may elect to defer all or part of their Subsequent Annual RSUs
and Elected RSUs. Distributions of these deferred RSUs will be made in shares of the Company’s common stock in annual
installments or by lump sum in accordance with the distribution election made by the director.

2020 Proxy Statement 58

The tables below present information concerning the compensation paid by us to each of our non-employee directors for fiscal
2020. Dr. Anagnost, who was an Autodesk employee during fiscal 2020, did not receive additional compensation for his service
as a director.
Fees Earned or
Paid in Cash Stock Awards Total
Current Directors (a) ($) (b) ($) (c) ($)
Stacy J. Smith 150,000 279,874 429,874
Karen Blasing 75,000 252,713 327,713
Reid French 75,000 264,841 339,841
Dr. Ayanna Howard 26,458 183,430 209,888
Blake Irving 47,500 306,049 353,549
Mary T. McDowell 95,000 268,895 363,895

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Stephen Milligan 75,000 259,352 334,352
Lorrie M. Norrington 81,333 266,086 347,419
Betsy Rafael 100,000 249,913 349,913
Former Directors:
Crawford W. Beveridge 31,167 6,195 37,362
______________

(a) Mr. Beverage received a prorated $65,000 annual non-executive Chairman of the Board retainer. Mr. Irving joined the Board on March
22, 2019 and received prorated fees and prorated Initial RSUs for 364 shares. Ms. Howard joined the Board on September 24, 2019 and
received prorated fees and prorated Initial RSUs for 1230 shares.
(b) Fees Earned or Paid in Cash reflects the dollar amounts of fees earned. As noted above, during fiscal 2020, directors could elect to
receive up to 100% of their compensation in the form of RSUs in lieu of cash. The following table represents actual cash received by the
directors in fiscal 2020 based on their elections. See footnote (c) for more information regarding the RSUs granted in lieu of cash.

Current Directors Fees Actually Paid in Cash ($)

Stacy J. Smith —
Karen Blasing 63,750
Reid French —
Dr. Ayanna Howard 18,750
Blake Irving 56,250
Mary T. McDowell —
Stephen Milligan 37,500
Lorrie M. Norrington —
Betsy Rafael 100,000
Former Directors:
Crawford W. Beveridge —

(c) The Stock Awards column reflects (i) the grant date fair value of the Initial RSUs and Subsequent Annual RSUs and (ii) the pro-rata grant
date fair value of 20% of the stock awards the directors earned during fiscal 2020 in lieu of cash. The 20% represents the premium of
$1.20 worth of stock for each $1.00 of cash compensation foregone. The assumptions used in the valuation of these awards are set forth
in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our fiscal
2020 Annual Report on Form 10-K filed on March 19, 2020. These amounts do not correspond to the actual value that will be realized by
the directors upon the vesting of RSUs or the sale of the Common Stock underlying such awards.

2020 Proxy Statement 59

 The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 12, 2018, in
lieu of cash foregone for the June 13, 2018 through June 12, 2019 Directors' Compensation Cycle:

Restricted Stock Unit

Number of Shares Grant Date Fair Grant Date Fair Value of the
Total Number Representing the Value of Stock 20% Premium of the Stock
Current Directors of Shares (#) 20% Premium (#) Awards ($) Awards ($)
Stacy J. Smith 1,310 218 179,942 29,944
Karen Blasing — — — —
Reid French 655 109 89,971 14,972
Mary T. McDowell 829 138 113,871 18,956
Stephen Milligan — — — —
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Lorrie M. Norrington 655 109 89,971 14,972

Betsy Rafael — — — —
Former Directors:
Crawford W. Beveridge 742 123 101,921 16,895

The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 12, 2019, in
lieu of cash foregone for the June 13, 2019 through June 18, 2020 Directors' Compensation Cycle:

Restricted Stock Unit

Total Number of Shares Grant Date Fair Grant Date Fair Value
Number of Representing the Value of Stock of the 20% Premium of
Current Directors Shares (#) 20% Premium (#) Awards ($) the Stock Awards ($)
Stacy J. Smith 1,099 183 179,983 29,970
Karen Blasing 164 27 26,858 4,422
Reid French 549 91 89,910 14,903
Dr. Ayanna Howard — — — —
Blake Irving — — — —
Mary T. McDowell 696 116 113,984 18,997
Stephen Milligan 549 91 89,910 14,903
Lorrie M. Norrington 622 103 101,865 16,868
Betsy Rafael — — — —
Former Directors:
Crawford W. Beveridge — — — —

2020 Proxy Statement 60

The following tables show the total amounts and fair values of Subsequent Annual RSUs and Initial RSUs granted during fiscal
2020.

Restricted Stock Unit

Grant Date Fair
Number of Value of Stock
Current Directors Grant Date(s) Shares (#) Awards ($)
Stacy J. Smith 6/12/2019 1,526 249,913
Karen Blasing 6/12/2019 1,526 249,913
Reid French 6/12/2019 1,526 249,913
Dr. Ayanna Howard 9/24/2019 1,230 183,430
Blake Irving 6/12/2019 1,526 249,913
3/22/2019 364 56,136

Proxy Materials
Mary T. McDowell 6/12/2019 1,526 249,913
Stephen Milligan 6/12/2019 1,526 249,913
Lorrie M. Norrington 6/12/2019 1,526 249,913
Betsy Rafael 6/12/2019 1,526 249,913
Former Directors:
Crawford W. Beveridge — — —

The aggregate number of each director's RSUs outstanding at January 31, 2020, was:

Aggregate Number of Shares

Underlying Outstanding Restricted
Current Directors Stock Units
Stacy J. Smith 2,625
Karen Blasing 1,690
Reid French 2,075
Dr. Ayanna Howard 1,230
Blake Irving 1,890
Mary T. McDowell 2,222
Stephen Milligan 2,075
Lorrie M. Norrington 2,148
Betsy Rafael 1,526
Former Directors:
Crawford W. Beveridge —

2020 Proxy Statement 61

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the beneficial ownership of Autodesk’s Common Stock as of
March 31, 2020, for each person or entity who is known by Autodesk to own beneficially more than 5% of the outstanding
shares of Autodesk Common Stock, each of Autodesk’s directors (including the nominees for directors), each of the named
executive officers, including former executive officers, and all directors and executive officers as a group.

Common Stock Percentage

Beneficially Beneficially
5% Stockholders, Directors and Officers (1) Owned (2) Owned (3)
Principal Stockholders:
The Vanguard Group, Inc. (4) 17,501,283 7.9%
BlackRock, Inc. (5) 18,235,613 8.3%
Proxy Materials

Capital World Investors (6) 13,781,596 6.3%

Capital Research Global Investors (7) 11,491,718 5.2%
Non-Employee Directors:
Stacy J. Smith 50,348 *
Karen Blasing 589 *
Reid French (8) 4,532 *
Dr. Ayanna Howard (9) — *
Blake Irving 364 *
Mary T. McDowell 46,765 *
Stephen Milligan (10) 1,110 *
Lorrie M. Norrington 12,961 *
Betsy Rafael 732 *
Named Executive Officers:
Andrew Anagnost 78,106 *
R. Scott Herren 65,433 *
Steven M. Blum 31,352 *
Pascal W. Di Fronzo 8,250 *
Carmel Gavin 7,252 *
All directors and executive officers as a group (14 individuals) 307,794 *
_______________
* Represents less than one percent (1%) of the outstanding Common Stock.
(1) Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., 111 McInnis Parkway,
San Rafael, California 94903.
(2) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the
information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes
any shares the individual or entity has the right to acquire within 60 days of March 31, 2020, through the exercise of any stock option or
other right. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares such
powers with his or her spouse) with respect to the shares shown as beneficially owned.
(3) The total number of shares of Common Stock outstanding as of March 31, 2020, was 220,398,705.
(4) As of December 31, 2019, the reporting date of The Vanguard Group, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of
the Exchange Act filed on February 12, 2020, The Vanguard Group, Inc. was deemed to have sole voting power with respect to 337,408
shares, sole dispositive power with respect to 17,123,566 shares, shared voting power with respect to 59,179 shares, and shared
dispositive power with respect to 377,717 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(5) As of December 31, 2019, the reporting date of BlackRock, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the
Exchange Act filed on February 5, 2020, BlackRock, Inc. was deemed to have sole voting power with respect to 15,976,439 shares, sole
dispositive power with respect to 18,235,613 shares and shared voting and shared dispositive power with respect to 0 shares. The address
of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(6) As of December 31, 2019, the reporting date of Capital World Investors' most recent filing with the SEC pursuant to Section 13(g) of the
Exchange Act filed on February 14, 2020, Capital World Investors was deemed to have sole voting power with respect to 13,730,676
shares, sole dispositive power with respect to 13,781,596 shares and shared voting and shared dispositive power with respect to 0 shares.
The address of Capital World Investors' is 333 South Hope Street Los Angeles, CA 90071.
(7) As of December 31, 2019, the reporting date of Capital Research Global Investors' most recent filing with the SEC pursuant to
Section 13(g) of the Exchange Act filed on February 14, 2020, Capital Research Global Investors was deemed to have sole voting power

2020 Proxy Statement 62

 with respect to 11,491,529 shares, sole dispositive power with respect to 11,491,718 shares and shared voting and shared dispositive
power with respect to 0 shares. The address of Capital Research Global Investors is 333 South Hope Street Los Angeles, CA 90071.
(8) Includes 20 shares held indirectly by trust.
(9) Upon appointment to the Board on September 24, 2019, Dr. Howard was granted 1,230 restricted stock units, none of which vest within
60 days of March 31, 2020.
(10) Includes 1,110 shares held indirectly by trust.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review, Approval or Ratification of Related Person Transactions

Autodesk's Related Party Transactions Policy states that all transactions between or among Autodesk and its wholly-owned

Proxy Materials
subsidiaries and any Related Party, as defined in the Policy, requires the approval or ratification of the Chief Financial Officer.
Non-routine transactions with vendors and suppliers to Autodesk and its wholly-owned subsidiaries require the prior written
approval of the Corporate Controller. In addition, in accordance with our Code of Business Conduct and the charter for the
Audit Committee, our Audit Committee reviews and approves or ratifies “related person” transactions. Any related person
transaction will be disclosed in an SEC filing as required by the rules of the SEC. For purposes of these procedures, “related
person” and “transaction” have the meanings contained in Item 404 of Regulation S-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the SEC and the Nasdaq. Such executive officers, directors and stockholders also are required by SEC rules to furnish us with
copies of all Section 16(a) forms that they file.

Based solely on our review of the copies of such reports furnished to us and written representations that no other reports were
required to be filed during fiscal 2020, we are not aware of any late Section 16(a) filings.

2020 Proxy Statement 63

 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee is a committee of the Board consisting solely of independent directors as required by the listing standards
of the Nasdaq and rules of the SEC. The Audit Committee operates under a written charter approved by the Board, which is
available on Autodesk's website at [Link] under “Investor Relations—Corporate Governance.” The composition of
the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter,
are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews
and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.

As described more fully in its charter, the Audit Committee’s role includes the oversight of our financial, accounting and
reporting processes; our system of internal accounting and financial controls; and oversight of the management of risks
associated with the Company’s financial reporting, accounting and auditing matters. The Audit Committee is directly
responsible for the appointment, compensation, engagement, retention, termination and services of our independent registered
Proxy Materials

public accounting firm, Ernst & Young LLP, including conducting a review of its independence; reviewing and approving the
planned scope of our annual audit; overseeing Ernst & Young LLP’s audit work; reviewing and pre-approving any audit and
permissible non-audit services and fees that may be performed by Ernst & Young LLP; reviewing with management and Ernst
& Young LLP compliance by Autodesk with establishing and maintaining an adequate system of internal financial and
disclosure controls; reviewing our critical accounting policies and the application of accounting principles; monitoring the
rotation of partners of Ernst & Young LLP on our audit engagement team as required by regulation; reviewing the Company’s
treasury policies and tax positions; and overseeing the performance of our internal audit function. The Audit Committee
establishes and oversees compliance by Autodesk with the procedures for handling complaints regarding accounting, internal
accounting controls, or auditing matters, including procedures for confidential, anonymous submission of concerns by
employees regarding accounting and auditing matters. The Audit Committee’s role also includes meeting to review our annual
audited financial statements and quarterly financial statements with management and Ernst & Young LLP. The Audit
Committee held eight meetings during fiscal 2020. Management is responsible for the quarterly and annual financial statements
and the reporting process, including the systems of internal controls. Ernst & Young LLP is responsible for expressing an
opinion on the conformity of our audited financial statements with generally accepted accounting principles. Within this
context, the Audit Committee reviewed and discussed the audited financial statements for fiscal 2020 with management and
Ernst & Young LLP.

The Audit Committee has received the written disclosures and letter from Ernst & Young LLP required by applicable
requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the
Audit Committee concerning independence, has discussed with Ernst & Young LLP the independence of that firm, and has
considered whether the provision of non-audit services was compatible with maintaining the independence of that firm. In
addition, the Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by the applicable
requirements of the Public Company Accounting Oversight Board. The Audit Committee also discussed with management and
with Ernst & Young LLP the evaluation of Autodesk’s internal controls and the effectiveness of Autodesk’s internal control over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee discussed with Autodesk’s internal and independent auditors the overall scope and plans for their
respective audits. In addition, the Audit Committee met with the internal and the independent auditors, with and without
management present, on a regular basis in fiscal 2020 and discussed the results of their examinations and the overall quality of
Autodesk’s financial reporting.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board (and the Board has approved)
that Autodesk’s audited financial statements be included in Autodesk’s Annual Report on Form 10-K for the fiscal year ended
January 31, 2020, for filing with the SEC.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Betsy Rafael (Chair)
Karen Blasing
Stephen Milligan

2020 Proxy Statement 64

QUESTIONS AND ANSWERS ABOUT THE 2020 ANNUAL MEETING OF
STOCKHOLDERS AND PROCEDURAL MATTERS

Location, Stock Ownership, Quorum and Voting

Q: Where is the Annual Meeting?

______________________________________________________________________________________________________

A: The Annual Meeting will be held at Autodesk’s San Francisco office, located at The Landmark, One Market Street, 2nd
Floor, San Francisco, California 94105. The telephone number at that location is (415) 356-0700. Maps and directions to the
Annual Meeting are available at [Link] under “Contact Us.”

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We are actively monitoring the public health impact of the coronavirus outbreak (COVID-19) and the effect it may have on our
Annual Meeting. In the event that Autodesk determines that it will not be advisable to hold the Annual Meeting at The
Landmark and Autodesk circulates a press release to that effect prior to the Annual Meeting, then the Annual Meeting will
instead be held in a virtual meeting format only at [Link]/ADSK2020. If we meet virtually,
Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions and vote online.

Q: Who is entitled to vote at the Annual Meeting?

______________________________________________________________________________________________________

A: Holders of record of Autodesk’s Common Stock, par value $0.01 per share (“Common Stock”), at the close of business on
April 22, 2020 (the “Record Date”) are entitled to receive notice of and to vote their shares at the Annual Meeting. Beneficial
owners at the close of business on the Record Date have the right to direct their broker, trustee or nominee on how to vote their
shares, as described below. Stockholders are entitled to cast one vote for each share of Common Stock they hold as of the
Record Date.

As of the Record Date, there were 219,183,558 shares of Common Stock outstanding and entitled to vote at the Annual
Meeting. No shares of Autodesk’s Preferred Stock were outstanding.

Our list of stockholders as of the Record Date will be available for inspection for the 10 days prior to the Annual Meeting. If
you want to inspect the stockholder list, email our Investor Relations department at [Link]@[Link] to make
arrangements. In the event of a virtual meeting, the list of stockholders will also be available during the Annual Meeting
through the meeting website for those stockholders who choose to attend.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
______________________________________________________________________________________________________

A: Stockholders of record—If your shares are registered directly in your name with Autodesk’s transfer agent, Computershare
Investor Services LLC, you are considered the “stockholder of record” with respect to those shares. If you are a stockholder of
record, Autodesk sent these proxy materials directly to you.

Beneficial owners—Most Autodesk stockholders hold their shares through a broker or other agent rather than directly in their
own names. If your shares are held in a brokerage account or by a broker or other agent, you are considered the “beneficial
owner” of shares held in “street name.” If you hold your shares in street name, these proxy materials have been forwarded to
you by your broker or other agent. That entity is considered the stockholder of record with respect to those shares. As the
beneficial owner, you have the right to direct your broker or other agent on how to vote your shares. Since a beneficial owner is
not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy
giving you the right to do so from the broker or other agent that holds your shares (or without the control number on your
Notice of Internet Availability or proxy card if the meeting is held virtually).

2020 Proxy Statement 65

 Q: How many shares must be present or represented by proxy to conduct business at the Annual Meeting?
______________________________________________________________________________________________________
A: The presence of the holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting is necessary
to constitute a quorum. Stockholders are counted as present if they attend the Annual Meeting in person or have properly
submitted a proxy. Under the General Corporation Law of the State of Delaware (the law governing Autodesk’s corporate
activities), abstentions and “broker non-votes” are counted as present and entitled to vote and are therefore included for
purposes of determining whether a quorum is present at the Annual Meeting.

Q: What are “broker non-votes”?

______________________________________________________________________________________________________

A: Generally, if shares are held in street name, the beneficial owner is entitled to give voting instructions to the broker or other
agent holding the shares. If the beneficial owner does not provide voting instructions, the broker or other agent can vote the
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shares with respect to matters that are considered “routine,” but not with respect to “non-routine” matters. Broker non-votes
occur when a beneficial owner of shares held in street name does not give instructions to the broker or other agent holding the
shares as to how to vote on a matter deemed “non-routine.” If a broker or other record holder of our Common Stock indicates
on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be
treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a broker or other agent, please
be sure to give voting instructions so your vote will be counted on all proposals that come before the Annual Meeting.

Q: Which ballot measures are considered “routine” or “non-routine”?

______________________________________________________________________________________________________

A: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending January 31, 2021 (Proposal Two) is considered routine under applicable rules. A broker, trustee or nominee holding
shares generally may use its discretion to vote on routine matters, so there should not be any broker non-votes in connection
with Proposal Two. The election of the ten directors listed in the accompanying Proxy Statement (Proposal One) and the
advisory vote on executive compensation (Proposal Three) are considered non-routine matters under applicable rules. A broker
or other agent cannot vote without instructions on non-routine matters, so there may be broker non-votes on Proposals One and
Three.

Q: How can I vote my shares in person at the Annual Meeting?

______________________________________________________________________________________________________

A: Meeting at The Landmark. If you hold shares in your name as the stockholder of record, you may vote those shares in person
at the Annual Meeting. If you hold shares beneficially in street name, you may vote those shares in person at the Annual
Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares.

Meeting virtually. Whether you hold shares in your name or in street name, if we hold a virtual Annual Meeting, you should
follow the instructions at [Link]/ADSK2020 to vote during the Annual Meeting.

Even if you plan to attend the Annual Meeting in person or virtually, we recommend that you also submit your proxy card or
follow the voting instructions described below so that your vote will be counted if you later decide not to attend.

Q: How can I vote my shares without attending the Annual Meeting?

______________________________________________________________________________________________________

A: If you are a stockholder of record, you may instruct the proxy holders how to vote your shares in one of three ways:

• by using the internet voting site listed on the proxy card and Notice,

• by calling the toll-free telephone number listed on the proxy card and Notice, or

• by requesting a proxy card from Autodesk by telephone at (415) 507-6705 or by email at

[Link]@[Link], and completing, signing, dating and returning the proxy card in the postage pre-paid
envelope provided.

2020 Proxy Statement 66

Proxy cards submitted by mail must be received by the time the Annual Meeting begins in order for the related shares to be
voted. If you return a signed proxy card without giving specific voting instructions, your shares will be voted as recommended
by the Board.

Specific instructions for using the telephone and internet voting systems are on the proxy card and Notice. The telephone and
internet voting systems for stockholders of record will be available until 11:59 p.m. (Eastern Time) on June 17, 2020.

If you are a beneficial owner, you will receive instructions from your broker or other agent that you must follow in order to
have your shares voted. These instructions will indicate if internet and telephone voting are available, and if so, how to access
and use those methods.

Q: What is the voting requirement to approve these proposals?

______________________________________________________________________________________________________

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A: Proposal One—A majority of the votes duly cast is required for the election of each director. If the number of shares voted
“for” a director nominee exceeds the number of votes cast “against,” the nominee will be elected as a director of Autodesk to
serve until the next annual meeting or until his or her successor has been duly elected and qualified. For additional information
on how our majority voting policy works, see the section captioned “Corporate Governance” above.

You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the ten nominees for election as director. Abstentions and
broker non-votes will not affect the outcome of the election.

Proposal Two—The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote
are required to ratify the appointment of Ernst & Young LLP as Autodesk’s independent registered public accounting firm.

You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the
same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and are not included in
the tabulation of the voting results on this proposal.

Proposal Three—The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote
are required to approve, on an advisory basis, the compensation of our named executive officers.

You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the
same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and are not included in
the tabulation of the voting results on this proposal.

Q: What happens if I do not cast a vote?

______________________________________________________________________________________________________

A: Stockholders of record—If you are a stockholder of record and you do not cast your vote, no votes will be cast on your
behalf on any of the items of business at the Annual Meeting.

Beneficial owners—If you hold your shares in street name and you do not cast your vote, your broker, trustee or nominee can
use its discretion to vote on the ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm (Proposal Two). However, you must cast your vote if you want it to count in the election of directors (Proposal
One) or the non-binding approval of compensation for our named executive officers (Proposal Three). Your broker may not
vote your uninstructed shares with respect to Proposals One and Three.

Q: How does the Board recommend that I vote?

______________________________________________________________________________________________________

A: The Board unanimously recommends that you vote your shares “FOR” the election of each of the ten nominees listed in
Proposal One, “FOR” the ratification of the appointment of Ernst & Young LLP as Autodesk's independent registered public
accounting firm for the fiscal year ending January 31, 2021, and “FOR” the approval, on an advisory basis, of the
compensation of our named executive officers.

2020 Proxy Statement 67

 Q: If I sign a proxy, how will it be voted?
______________________________________________________________________________________________________

A: All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting and not
revoked before the polls are closed will be voted in accordance with the instructions on those proxy cards. If there are no
instructions on an otherwise properly executed proxy card, the shares represented by that proxy card will be voted as
recommended by the Board.

Q: What happens if additional matters are presented at the Annual Meeting?

______________________________________________________________________________________________________

A: If any other matters are properly presented for consideration at the Annual Meeting, including, among other things,
consideration of a motion to adjourn the Annual Meeting to another time or place (for the purpose of soliciting additional
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proxies or otherwise), the persons named as proxies will have discretion to vote on those matters in accordance with their best
judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Q: Can I change or revoke my vote?

______________________________________________________________________________________________________

A: If you are a stockholder of record, there are three ways you can change your vote.

(1) Before your shares are voted at the Annual Meeting, you can file with Autodesk’s Chief Legal Officer a written notice of
revocation or a duly executed proxy card, in either case dated later than the proxy card you wish to change.
(2) You can attend the Annual Meeting and vote in person (or online with your control number if the meeting is held virtually).
Simply attending the Annual Meeting without actually voting will not revoke a proxy.
(3) If you voted online or by telephone, you may change that vote by voting again, either by making a timely and valid internet
or telephone vote or by voting in person at the Annual Meeting.

Any written notice of revocation or subsequent proxy card should be hand-delivered to Autodesk’s Chief Legal Officer or sent
to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: Chief Legal Officer, and must be received by
the Chief Legal Officer before the vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name, there are two ways you can change your vote. You can submit new
voting instructions to your broker or other agent. Alternatively, if you have obtained a legal proxy from the broker or other
agent that holds your shares giving you the right to vote those shares, you can attend the Annual Meeting and vote in person (or
online with your control number if the meeting is held virtually).

Q: Who will bear the costs of soliciting votes for the Annual Meeting?
______________________________________________________________________________________________________

A: Autodesk will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials.
Autodesk may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners
of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors,
officers and other employees of Autodesk also may solicit proxies in person or by other means of communication. These
individuals may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation, but will not receive
any additional compensation. Autodesk has engaged the services of D.F. King & Co., Inc., a professional proxy solicitation
firm, to help us solicit proxies from stockholders, including certain brokers, trustees, nominees and other institutional owners,
for a fee of approximately $9,000 plus costs and expenses.

Q: Where can I find the voting results of the Annual Meeting?

______________________________________________________________________________________________________

A: We intend to announce preliminary voting results at the Annual Meeting and expect to provide final results in a Current
Report on Form 8-K within four business days of the Annual Meeting.

2020 Proxy Statement 68

2020 Annual Meeting

Q: Why am I receiving these proxy materials?

______________________________________________________________________________________________________

A: The Board is providing these proxy materials to you in connection with the solicitation of proxies for use at our 2020 Annual
Meeting of Stockholders, to be held on Thursday, June 18, 2020, at 3:00 p.m., Pacific Time, and at any adjournment,
postponement or other delay thereof for the purpose of considering and acting upon the matters set forth in this Proxy
Statement. We are providing these materials to all of our stockholders through a Notice of Internet Availability of Proxy
Materials (the “Notice”) unless a stockholder has specifically requested a full set paper copy of this Proxy Statement and our
fiscal 2020 Annual Report.

Q: What proposals will be voted on at the Annual Meeting?

Proxy Materials
______________________________________________________________________________________________________

A: At the Annual Meeting, stockholders will be asked to vote:

(1) To elect the ten directors named in this Proxy Statement to serve for the coming year and until their successors are duly
elected and qualified;
(2) To ratify the appointment of Ernst & Young LLP as Autodesk's independent registered public accounting firm for the fiscal
year ending January 31, 2021; and
(3) To approve, on an advisory basis, the compensation of our named executive officers.

Q: Can I attend the Annual Meeting?

______________________________________________________________________________________________________

A: Meeting at The Landmark. Yes, you can attend the Annual Meeting in person if you are a stockholder of record or a
beneficial owner as of the Record Date. Please notify Abhey Lamba, Autodesk's Vice President of Investor Relations, by email
at [Link]@[Link] if you plan to attend the Annual Meeting. You will need proof of identity to enter the
Annual Meeting. If your shares are held in a brokerage account or by a bank or another nominee, you also will need to bring a
copy of a brokerage statement reflecting stock ownership as of the Record Date. The Annual Meeting will begin promptly at
3:00 p.m., Pacific Time. Please leave ample time for parking and to check in.

Meeting virtually. In the event we hold a virtual Annual Meeting, stockholders as of the Record Date will need to use their
control number on their Notice of Internet Availability or proxy card to log into [Link]/
ADSK2020 to attend online and participate in the Annual Meeting. We encourage you to access the meeting prior to the start
time. Please allow ample time for online check-in. You will be able to ask questions and vote online by following the
instructions at that website.

Q: Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a
full set paper copy of this Proxy Statement and fiscal 2020 Annual Report?
______________________________________________________________________________________________________

A: We are once again relying on a Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their
proxy materials over the internet rather than in paper form. This rule allows us to send all of our stockholders a Notice that
explains how to access the proxy materials over the internet or how to request a paper copy of proxy materials. If you would
prefer to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, please follow the
instructions contained in the Notice. Proxy materials for our 2021 and future annual meetings of stockholders will be delivered
to you by a Notice rather than in paper form unless you specifically request to receive printed proxy materials.

Q: Why did I receive a full set paper copy of this Proxy Statement in the mail and not a Notice Regarding the
Internet Availability of Proxy Materials?
____________________________________________________________________________________________________
A: Stockholders who previously requested full paper copies of the proxy materials are receiving paper copies again this year. If
you would like to reduce the costs we incur in printing and mailing proxy materials, you can consent to receive all future proxy

2020 Proxy Statement 69

 statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, please
follow the instructions provided at [Link] under “Investor Relations” or on your proxy card or voting instruction
form.

Stockholder Proposals and Director Nominations at Future Meetings

Q: What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or
to nominate individuals to serve as directors?
______________________________________________________________________________________________________

A: Stockholders may present proper proposals for inclusion in Autodesk's proxy statement and for consideration at the next
annual meeting of stockholders by submitting their proposals in writing to Autodesk's Chief Legal Officer in a timely manner.
In order to be included in the proxy statement for the 2021 Annual Meeting of Stockholders, proposals must be received by
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Autodesk's Chief Legal Officer no later than January 6, 2021, and must otherwise comply with the requirements of Rule 14a-8
of the Exchange Act.

In addition, Autodesk's Bylaws establish an advance notice procedure for stockholders who wish to present certain matters
before an annual meeting of stockholders. In general, nominations for the election of directors may be made by or at the
direction of the Board, or by any stockholder entitled to vote who has delivered written notice to Autodesk's Chief Legal Officer
during the Notice Period (as defined below). Any such notice must contain specified information concerning the nominee(s)
and the stockholder proposing such nomination(s). A stockholder who wishes to recommend a candidate for consideration by
the Corporate Governance and Nominating Committee as a potential nominee for director should read the procedures discussed
in the section titled “Corporate Governance-Nominating Process for Recommending Candidates for Election to the Board”
above.

Autodesk's Bylaws also provide that the only business that may be conducted at an annual meeting is business that is brought
(1) pursuant to the notice of meeting (or any supplement thereto), (2) by or at the direction of the Board, or (3) by a stockholder
who has delivered written notice setting forth all information required by Autodesk's Bylaws to Autodesk's Chief Legal Officer
during the Notice Period (as defined below).

For the purposes described above, the “Notice Period” begins at 9:00 a.m. (Pacific time) on the one hundred twentieth (120th)
day, and ends at 5:00 p.m. (Pacific time) on the ninetieth (90th) day, prior to the first anniversary of the date of the previous
year's annual meeting of stockholders. As a result, the Notice Period for the 2021 Annual Meeting of Stockholders will be from
February 18, 2021 to March 20, 2021.

If a stockholder who has notified Autodesk of an intention to present a proposal at an annual meeting does not appear to present
that proposal, Autodesk need not present the proposal for vote at such meeting.

In addition to the procedures above, we have adopted “proxy access,” whereby a stockholder (or a group of up to 20
stockholders) who has held at least 3% of our stock for three years or more may nominate directors and have those nominees
included in our proxy materials, provided that the stockholder and nominees satisfy the requirements specified in our Bylaws.
Any stockholder who intends to use these procedures to nominate a candidate for election to the Board for inclusion in our 2021
proxy statement must satisfy the requirements specified in our Bylaws and must provide notice to our Corporate Secretary,
which must be received no earlier than December 7, 2020 and no later than January 6, 2021. The notice of proxy access must
include information specified in our Bylaws, including information concerning the nominee and information about the
stockholder’s ownership of and agreements related to our stock. If the 2021 annual meeting is advanced or delayed more than
25 days from the anniversary of the 2020 Annual Meeting, a stockholder seeking to nominate a candidate for election to the
Board pursuant to the proxy access provisions of the Bylaws must submit notice of any such nomination no earlier than the
150th day prior to such annual meeting and not later than the later of the 120th day prior to such annual meeting or the 10th day
following the day on which the date of such meeting is first publicly announced by Autodesk.

2020 Proxy Statement 70

Q: How may I obtain a copy of the bylaw provisions regarding stockholder proposals and director
nominations?
______________________________________________________________________________________________________

A: You can obtain a copy of the full text of the bylaw provisions discussed above by writing to the Chief Legal Officer of
Autodesk or from [Link] under “Investor Relations-Corporate Governance.” All notices of proposals by
stockholders should be sent to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: Chief Legal
Officer.

Additional Information About the Proxy Materials

Q: What should I do if I receive more than one set of proxy materials?

Proxy Materials
______________________________________________________________________________________________________

A: You may receive more than one Proxy Statement, proxy card, voting instruction card or Notice. For example, if you hold
your shares in more than one brokerage account, you may receive a separate voting instruction card for each account. If you are
a stockholder of record and your shares are registered in more than one name, you may receive more than one proxy card.
Please complete, sign, date and return each proxy card or voting instruction card that you receive to ensure that all your shares
are voted.

Q: How may I obtain a separate Notice or a separate set of proxy materials and Fiscal 2020 Annual Report?
______________________________________________________________________________________________________

A: If you share an address with another stockholder, it is possible you will not each receive a separate Notice or a separate copy
of the proxy materials and fiscal 2020 Annual Report. If you wish, you may request individual documents by sending an email
to [Link]@[Link]. Stockholders who share an address and receive multiple Notices or multiple copies of our
proxy materials and fiscal 2020 Annual Report can request to receive a single copy in the same manner.

Q: What is the mailing address for Autodesk’s principal executive offices?

______________________________________________________________________________________________________

A: Autodesk’s principal executive offices are located at 111 McInnis Parkway, San Rafael, California 94903. Any written
requests for additional information, additional copies of the proxy materials and fiscal 2020 Annual Report, notices of
stockholder proposals, recommendations for candidates to the Board, communications to the Board, or any other
communications should be sent to this address.

Our internet address is [Link]. The information posted on our website is not incorporated into this Proxy
Statement.

OTHER MATTERS
The Board does not know of any other matters to be presented at the Annual Meeting. If any other matters are properly
presented at the Annual Meeting, shares of Common Stock represented by proxy will be voted in accordance with the discretion
of the proxy holders.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold.
Autodesk urges you to vote at your earliest convenience.

THE BOARD OF DIRECTORS

May 6, 2020
San Rafael, California

2020 Proxy Statement 71

 Appendix A

Reconciliation of GAAP financial measure to non-GAAP financial measures

This Proxy Statement contains information regarding three non-GAAP financial measures: non-GAAP income (loss) from
operations, free cash flow, and remaining performance obligations that are not calculated in accordance with GAAP. Non-
GAAP income (loss) from operations is calculated as our GAAP income (loss) adjusted to exclude stock-based compensation
expense, amortization of developed technology, amortization of purchased intangibles, CEO transition costs, acquisition related
costs, and restructuring charges and other exit costs. Free cash flow represents cash flow from operating activities minus capital
expenditures. Remaining performance obligations is calculated by adding together total short-term, long-term, and unbilled
deferred revenue. Unbilled deferred revenue represents contractually stated or committed orders under early renewal and multi-
year billing plans primarily for subscription, services and maintenance for which the associated deferred revenue has not been
Proxy Materials

recognized.

We believe that these non-GAAP financial measure are appropriate to enhance an overall understanding of our fiscal 2020
performance in relation to the principal elements of Autodesk’s annual executive compensation program considered by the
Compensation Committee, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in
accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by
other companies. Non-GAAP financial measures are limited in value because they exclude certain items that may have a
material impact upon our reported financial results. The presentation of this non-GAAP financial measure is not meant to be
considered in isolation or as a substitute for the directly comparable financial measure prepared in accordance with GAAP in
the United States.

In order to help better understand our financial performance we also use several key performance metrics including annual
recurring revenue (ARR). ARR represents the annualized value of total monthly recurring revenue for the preceding three
months. Recurring revenue consists of the revenue for the period from our legacy maintenance plans and revenue from our
subscription plan offerings. It excludes subscription revenue related to consumer product offerings, select Creative Finishing
product offerings, education offerings, and third-party products. Recurring revenue acquired with the acquisition of a business
is captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation.
ARR is a key performance metric and should be viewed independently of revenue and deferred revenue as it is not intended to
be combined with those items. We use ARR to monitor the strength of our recurring business. We believe ARR is useful to
management and investors because it can help in monitoring the long-term health of our business. Our determination and
presentation of ARR may differ from that of other companies. The presentation of ARR 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.

Non-GAAP income (loss) from operations

Investors should review the reconciliation of non-GAAP income (loss) from operations to its most directly comparable GAAP
financial measure, GAAP income from operations, as provided in the following tables (in millions):
Fiscal Year Ended January 31,
2020 2019
GAAP income (loss) from operations $ 343.0 $ (25.0)
Stock-based compensation expense 362.4 249.5
Amortization of developed technology 34.5 15.5
Amortization of purchased intangibles 38.9 18.0
CEO transition costs — (0.1)
Acquisition related costs 23.3 16.2
Restructuring and other exit costs, net 0.5 41.9
Non-GAAP income from operations $ 802.6 $ 316.0

2020 Proxy Statement 72

Free Cash Flow
Fiscal Year Ended January 31,
2020 2019
Cash flow from operating activities $ 1,415.1 $ 377.1
Capital expenditures (53.2) (67.0)
Free cash flow $ 1,361.9 $ 310.1

Remaining Performance Obligations

Fiscal Year Ended January 31,
2020 2019

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Deferred revenue $ 3,007.1 $ 2,091.4
Unbilled deferred revenue 549.6 591.0
Remaining Performance Obligations $ 3,556.7 $ 2,682.4

2020 Proxy Statement 73

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2020 Proxy Statement 74

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2020
or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-14338
_____________________________________________________________

AUTODESK, INC.
(Exact name of registrant as specified in its charter)

Delaware 94-2819853
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) Identification No.)

111 McInnis Parkway,

2020 Annual Report

San Rafael, California 94903
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (415) 507-5000
_____________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Trading Name of each exchange

Title of each class Symbol(s) on which registered
Common Stock, $0.01 Par Value ADSK The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
_____________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(“Exchange Act”). Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes No
As of July 31, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately 219.8 million shares of
the registrant’s common stock outstanding that were held by non-affiliates, and the aggregate market value of such shares held by non-affiliates of the registrant
(based on the closing sale price of such shares on the Nasdaq Global Select Market on July 31, 2019) was approximately $34.3 billion. Shares of the registrant’s
common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
As of March 13, 2020, the registrant had outstanding 219,521,425 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for registrant’s Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference in Part III of this
Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, 2020.

2020 Form 10-K

 [THIS PAGE INTENTIONALLY LEFT BLANK]
2020 Annual Report

2020 Form 10-K 2

 AUTODESK, INC. FORM 10-K
TABLE OF CONTENTS

Page
PART I
Item 1. Business 5
Item 1A. Risk Factors 14
Item 1B. Unresolved Staff Comments 30
Item 2. Properties 30
Item 3. Legal Proceedings 30
Item 4. Mine Safety Disclosures 30
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities 31
Item 6. Selected Financial Data 33
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59

2020 Annual Report

Item 8. Financial Statements and Supplementary Data 60
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 107
Item 9A. Controls and Procedures 107
Item 9B. Other Information 107
PART III
Item 10. Directors, Executive Officers and Corporate Governance 108
Item 11. Executive Compensation 109
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters 109
Item 13. Certain Relationships and Related Transactions, and Director Independence 109
Item 14. Principal Accounting Fees and Services 109
PART IV
Item 15. Exhibits and Financial Statement Schedules 110
Item 16. Form 10-K Summary 110
Signatures 113

2020 Form 10-K 3

 FORWARD-LOOKING INFORMATION

The discussion in this Annual Report on Form 10-K contains trend analyses and other forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-
looking statements are any statements that look to future events and consist of, among other things, our business strategies,
future financial results ( by product type and geography) and subscriptions, the effectiveness of our efforts to successfully
manage transitions to new markets, expectations for and our ability to increase annualized recurring revenue, cash flow, our
subscription base, and other financial and operational metrics, the potential impact of the recent Coronavirus disease
(COVID-19) on our business and results of operations, the impact of past and planned acquisitions and investment activities,
expected market trends, including the growth of cloud and mobile computing, the effect of unemployment, the availability of
credit, the effects of global economic conditions, the effects of revenue recognition, the effects of newly recently issued
accounting standards, expected trends in certain financial metrics, including expenses, expectations regarding our cash needs,
the effects of fluctuations in exchange rates and our hedging activities on our financial results, our ability to successfully
expand adoption of our products, our ability to gain market acceptance of new businesses and sales initiatives, and the impact
of economic volatility and geopolitical activities in certain countries, particularly emerging economy countries, the timing and
amount of purchases under our stock buy-back plan, and the effects of potential non-cash charges on our financial results and
the resulting effect on our financial results. In addition, forward-looking statements also consist of statements involving
expectations regarding product capability and acceptance, statements regarding our liquidity and short-term and long-term
cash requirements, as well as statements involving trend analyses and statements including such words as “may,” “believe,”
“could,” “anticipate,” “would,” “might,” “plan,” “expect,” and similar expressions or the negative of these terms or other
comparable terminology. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and
are subject to business and economic risks. As such, our actual results could differ materially from those set forth in the
forward-looking statements as a result of a number of factors, including those set forth below in Item 1A, “Risk Factors,” and
2020 Annual Report

in our other reports filed with the U.S. Securities and Exchange Commission. We assume no obligation to update the forward-
looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as
required by law.

2020 Form 10-K 4

 PART I

ITEM 1. BUSINESS

Note: A glossary of terms used in this Form 10-K appears at the end of this Item 1.

GENERAL

We are a global leader in 3D design, engineering and entertainment software and services, offering customers productive
business solutions through powerful technology products and services. We serve customers in architecture, engineering and
construction; product design and manufacturing; and digital media and entertainment industries. Our customers design,
fabricate, manufacture and build anything by visualizing, simulating and analyzing real-world performance early in the design
process. These capabilities allow our customers to foster innovation, optimize their designs, streamline their manufacturing and
construction processes, save time and money, improve quality, deliver more sustainable outcomes, communicate plans, and
collaborate with others. Our professional software products are sold globally, both directly to customers and through a network
of resellers and distributors.

Corporate Information

Our internet address is [Link]. The information posted on our website is not incorporated into this Annual
Report on Form 10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended, are available free of charge on the Investor Relations portion of our website at [Link] as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

2020 Annual Report

PRODUCTS

Our architecture, engineering and construction products improve the way building, infrastructure, and industrial projects
are designed, built, and operated. Our product development and manufacturing software provides manufacturers in automotive,
transportation, industrial machinery, consumer products and building product industries with comprehensive digital design,
engineering, manufacturing and production solutions. These technologies bring together data from all phases of the product
development and production life cycle, creating a digital pipeline that supports greater productivity, accuracy through process
automation, and insights that enable more sustainable outcomes. Our digital media and entertainment products provide tools for
digital sculpting, modeling, animation, effects, rendering, and compositing for design visualization, visual effects and games
production. Our portfolio of products and services enables our customers to foster innovation, optimize and improve their
designs, save time and money, improve quality, communicate plans, and collaborate with others. A summary of our revenue by
geographic area and product family is found in Note 2, “Revenue Recognition,” in the Notes to Consolidated Financial
Statements.

Autodesk’s product offerings, sold through a subscription, include:

Architecture, Engineering and Construction ("AEC")

• AutoCAD Civil 3D

AutoCAD Civil 3D solution provides a surveying, design, analysis, and documentation solution for civil engineering,
including land development, transportation, and environmental projects. Using a model-centric approach that automatically
updates documentation as design changes are made, AutoCAD Civil 3D enables civil engineers, designers, drafters, and
surveyors to significantly boost productivity and deliver higher-quality designs and construction documentation faster. With
AutoCAD Civil 3D, the entire project team works from the same consistent, up-to-date model so they stay coordinated
throughout all project phases.

• BIM 360

BIM 360 construction management cloud-based software enables almost anytime, anywhere access to project data
throughout the building construction lifecycle. BIM 360 empowers those in the field to better anticipate and act, and those in
the back office to optimize and manage all aspects of construction performance.

2020 Form 10-K 5

 • Industry Collections

The AEC Collection, including AutoCAD, AutoCAD Civil3D, and Revit, aims to help our customers design, engineer,
and construct higher quality, more predictable building and civil infrastructure projects, commonly used by AEC industry
experts.

• PlanGrid

PlanGrid cloud-based field collaboration software provides general contractors, subcontractors, owners and architects
access to construction information in real-time. With PlanGrid technology, any construction team member can manage and
update blueprints, specs, photos, requests for information (RFIs), field reports, punchlists and other critical jobsite data. The
data collected within PlanGrid software acts as a digital trail during the building process, allowing for easy turnover to the
owner for operations and maintenance after construction is complete. PlanGrid mobile-first technology is accessible on modern
desktop, laptop or mobile devices, including native iOS, Android and Windows.

• Revit

Revit software is built for Building Information Modeling ("BIM") to help professionals design, build, and maintain
higher-quality, more energy-efficient buildings. Using the information-rich models created with Revit, architects, engineers, and
construction firms can collaborate to make better-informed decisions earlier in the design process to deliver projects with
greater efficiency. Revit includes features for architectural, mechanical, electrical and plumbing design as well as structural
engineering and construction, providing a comprehensive solution for the entire building project team.

AutoCAD and AutoCAD LT

2020 Annual Report

• AutoCAD

AutoCAD software is a customizable and extensible CAD application for professional design, drafting, detailing, and
visualization. AutoCAD software provides digital tools that can be used independently and in conjunction with other specific
applications in fields ranging from construction and civil engineering to manufacturing and plant design.

• AutoCAD LT

AutoCAD LT software is purpose built for professional drafting and detailing. AutoCAD LT includes document sharing
capability without the need for software customization or certain advanced functionality found in AutoCAD. Users can share all
design data with team members who use AutoCAD or other Autodesk products built on AutoCAD.

Manufacturing ("MFG")

• CAM Solutions

Our computer-aided manufacturing ("CAM") software offers industry-leading solutions for Computer Numeric Control
("CNC") machining, inspection, and modeling for manufacturing. A comprehensive line-up of expert products, including
PowerMill, FeatureCAM, PowerInspect, PowerShare, and others, help our customers manufacture complex, innovative
products and components with maximum quality, control, and production efficiency.

• Fusion 360

Fusion 360 is the first 3D CAD, CAM, and Computer-aided Engineering ("CAE") tool of its kind. It connects the entire
product development process on a single cloud-based platform.

• Industry Collections

The Product Design & Manufacturing Collection offers connected, professional-grade tools that help our customers make
great products today and compete in the changing manufacturing landscape of the future. The collection offers access to a wide
range of our products, including AutoCAD, Fusion 360, Vault, and Inventor.

2020 Form 10-K 6

 • Inventor

Inventor enables manufacturers to go beyond 3D design to digital prototyping by giving engineers a comprehensive and
flexible set of tools for 3D mechanical design, simulation, analysis, tooling, visualization, and documentation. Engineers can
integrate AutoCAD drawings and model-based design data into a single digital model, creating a virtual representation of a final
product that enables them to validate the form, fit, and function of the product before it is ever built.

• Vault

Vault data management software makes it easier to manage data in one central location, accelerate design processes, and
streamline internal/external collaboration. Vault integrates with more than 30 Autodesk design applications, provides powerful
revisioning and access control capabilities, and enables customers to share product data securely to improve engineering cycle
time and reduce manufacturing errors.

Media and Entertainment ("M&E")

• Industry Collections

The M&E Collection provides end-to-end creative tools for entertainment creation. This collection enables animators,
modelers and visual effect artists to access the tools they need, including Maya and 3ds Max, to create compelling effects, 3D
characters and digital worlds.

• Maya

Maya software provides 3D modeling, animation, effects, rendering and compositing solutions that enable film and video

2020 Annual Report

artists, game developers, and design visualization professionals to digitally create engaging, lifelike images, realistic animations
and simulations, extraordinary visual effects, and full length animated feature films.

• Shotgun

Shotgun is cloud-based software for review and production tracking in the M&E industry. Creative companies use the
Shotgun platform to provide essential business tools for managers and visual collaboration tools for artists and supervisors, who
often work globally with distributed teams.

• 3ds Max

3ds Max software provides 3D modeling, animation, and rendering solutions that enable game developers, design
visualization professionals and visual effects artists to digitally create realistic images, animations, and complex scenes and to
digitally communicate abstract or complex mechanical, architectural, engineering, and construction concepts.

PRODUCT DEVELOPMENT AND INTRODUCTION

The technology industry is characterized by rapid technological change in computer hardware, operating systems, and
software. In addition, our customers’ requirements and preferences rapidly evolve, as do their expectations of the performance
of our software and services. To keep pace with these changes, we maintain a vigorous program of new product development to
address demands in the marketplace for our products, such as enabling more flexibility and sustainable outcomes.

The software industry has undergone a transition from developing and selling perpetual licenses and on-premises products
to subscriptions and cloud-enabled technologies. To address this shift, Autodesk made a strategic decision to shift its business
model from selling perpetual licenses to selling subscriptions. Subscription plan offerings are designed to give our customers
increased flexibility with how they use our products and service offerings and to attract a broader range of customers such as
project-based users and small businesses. Subscriptions represent a combined hybrid offering of desktop software and cloud
functionality which provides a device-independent, collaborative design workflow for designers and their stakeholders. We
discontinued the sale of new commercial licenses of most individual software products in 2016. Additionally, in June 2017, we
commenced a program to incentivize maintenance plan customers to move to subscription plan offerings, maintenance-to-
subscription ("M2S"), while at the same time increasing maintenance plan pricing over time for customers that remain on
maintenance plans. Since launching the program, a substantial majority of maintenance plan customers have converted to
subscription plan offerings. We will be retiring maintenance offerings as of August 7, 2021. Customers will have a one-year
period starting August 7, 2020 to convert a maintenance seat to subscription plan offerings. Additionally, in order to offer better

2020 Form 10-K 7

 service to our customers, we are transitioning our existing customers from serial numbers to named users. We migrated our
single user subscriptions in fiscal 2020 and are planning to transition multi-user subscriptions to named users in fiscal 2021.

We dedicate considerable technical and financial resources to research and development to further enhance our existing
products and to create new solutions and technologies to expand our market opportunity and deliver additional automation and
insights to our customers. For example, in fiscal 2020, we continued and expanded our investments in construction. We
continued to make investments in the traditional data creation tools to support the design and pre-construction phases, while
expanding our investment in the areas of site execution with process and project management Construction Cloud tools.
Recognizing the value of data continuity across the construction lifecycle of design, building and operations, we made
investments in the pre-construction and site execution phases of the project through our cloud-based tools. To connect the
phases of construction upstream with design, we invested in and announced our Construction Cloud project delivery platform
that allows individuals, teams and projects to be connected across all phases in a common data platform and increase
efficiencies. We anticipate ongoing investments in construction that support pre-construction, site execution as well as the
handover phase of the project and will continue to invest in connecting workflows and data across the ecosystem of the project.

Our software is primarily developed internally; however, we also use independent firms and contractors to perform some
of our product development activities. Additionally, we acquire products or technology developed by others by purchasing or
licensing products and technology from third parties. We continually review these investments to ensure that we are generating
sufficient revenue or gaining a competitive advantage to justify their costs.

The majority of our research and product development is performed in the United States, China, Singapore, Canada, and
the United Kingdom. However, we employ experienced software developers in many of our other locations. Translation and
localization of our products are performed in several local markets, principally Singapore and Ireland. We generally localize
and translate our products into German, French, Italian, Spanish, Russian, Japanese, Korean, and simplified and traditional
2020 Annual Report

Chinese.

We plan to continue managing significant product development operations internationally over the next several years. We
believe that our ability to conduct research and development at various locations throughout the world allows us to optimize
product development, lower costs, and integrate local market knowledge into our development activities. We continually assess
the significant costs and challenges, including intellectual property protection, against the benefits of our international
development activities.

For further discussion regarding risks from our product development and introduction efforts, see Item 1A, “Risk
Factors.”

MARKETING AND SALES

We sell our products and services globally, primarily through indirect channels consisting of distributors and resellers. To
a lesser extent we also transact directly with our enterprise and named account customers and with customers through our
online Autodesk branded store. Our indirect channel model includes both a two-tiered distribution structure, where distributors
sell to resellers, and a one-tiered structure, where Autodesk sells directly to resellers. We have a network of approximately
1,500 resellers and distributors worldwide. For fiscal 2020, approximately 70% of our revenue was derived from indirect
channel sales through distributors and resellers.
We anticipate that our channel mix will continue to change, particularly as we scale our online Autodesk branded store
business and our largest accounts shift towards direct-only business models. Importantly, we expect that the majority of our
revenue will continue to be derived from indirect channel sales in the near future. We employ a variety of incentive programs
and promotions to align our reseller channel with our business strategies. Our ability to effectively distribute our products
depends in part upon the financial and business condition of our distributor and reseller networks. The loss of, or a significant
reduction in, business with any one of our major distributors or large resellers could harm our business; see Item 1A, “Risk
Factors,” for further discussion.
Sales through our largest distributor, Tech Data Corporation and its global affiliates (collectively, "Tech Data"), accounted
for 35%, 35%, and 31% of our net revenue for fiscal years ended January 31, 2020, 2019, and 2018, respectively. Ingram Micro
Inc. ("Ingram Micro"), our second largest distributor, accounted for 10%, 11%, and 8% of Autodesk's total net revenue for fiscal
years ended January 31, 2020, 2019, and 2018, respectively. We believe our business is not substantially dependent on either
Tech Data or Ingram Micro. Should any of the agreements between us and Tech Data or Ingram Micro be terminated for any
reason, we believe the resellers and end users who currently purchase our products through Tech Data or Ingram Micro would

2020 Form 10-K 8

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. No other distributor, reseller, or direct customer accounted for 10% or more of our revenue.

Our customer-related operations are divided into three geographic regions: the Americas; Europe, Middle East and Africa
(“EMEA”); and Asia Pacific (“APAC”). Each geographic region is supported by global marketing and sales organizations.
These organizations develop and manage overall marketing and sales programs and work closely with a network of domestic
and international sales offices. We believe that international sales will continue to comprise the majority of our total net
revenue. Adverse economic conditions and currency exchange rates in the countries that contribute a significant portion of our
net revenue, including emerging economies, may have an adverse effect on our business in those countries and our overall
financial performance. Our international operations and sales subject us to a variety of risks; see Item 1A, “Risk Factors,” for
further discussion.

We also work directly with reseller and distributor sales organizations, computer manufacturers, other software
developers, and peripherals manufacturers in cooperative advertising, promotions, and trade-show presentations. We employ
mass-marketing techniques such as webcasts, seminars, telemarketing, direct mailings, sponsorships, advertising in business
and trade journals, and social media. 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 and services.

We generate revenue primarily through various offerings that provide recurring revenue. Under our subscription plan,
customers can use our software anytime, anywhere, and get access to the latest updates to previous versions through term-based
product subscriptions, cloud service offerings, and enterprise business agreements. With the discontinuation of the sale of
perpetual licenses, we have transitioned away from selling a mix of perpetual licenses and maintenance plans in favor of a
consolidated subscription model. However, our customers who have previously purchased a perpetual use license for the most
recent version of the underlying product are able to renew a previously purchased maintenance plan, until maintenance

2020 Annual Report

offerings are retired as of August 7, 2021, that provides them with unspecified upgrades when and if available, and receive
online support during the term of their maintenance contract.

CUSTOMER AND RESELLER SUPPORT

We provide technical support and training to customers through a multi-tiered support model, augmented by direct
programs designed to address certain specific customer needs. Most of our customers receive support and training from the
resellers and distributors from which they purchased subscriptions or licenses for our products or services, with Autodesk in
turn providing second tier support to the resellers and distributors. Other customers are supported directly via self-service using
the Autodesk Knowledge Network which guides customers to answers in our online support assets, support forums, webinars or
to support representatives using different modalities such as social media, phone, email and webchat. We also support our
resellers and distributors through technical product training, sales training classes, webinars and other knowledge sharing
programs.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PROGRAMS

Education

Autodesk is committed to helping fuel a lifelong passion for design and making among students of all ages, both within
and outside the classroom. We offer free educational licenses of Autodesk's professional software to students, educators, and
accredited educational institutions worldwide. We inspire and support beginners with Tinkercad, a simple online 3D design and
3D printing tool. Through Autodesk Design Academy, we provide secondary and postsecondary schools hundreds of standards-
aligned class projects to support design-based disciplines in Science, Technology, Engineering, Digital Arts, and Math
(STEAM) using Autodesk's professional-grade design, engineering and entertainment software. Autodesk Design Academy
curricula is also syndicated on iTunes U and Udemy, where millions of students go to learn online. Classes and projects are
available on our Instructables website for anyone looking to expand their "making" skills. Our intention is to make Autodesk
software ubiquitous and the design and making software of choice for those poised to become the next generation of
professional users.

2020 Form 10-K 9

 Sustainability Programs

To help our customers imagine, design, and make a better world, our sustainability initiatives focus our efforts on the
areas where we can have the greatest positive impact: enabling sustainable practices through our products, delivering free
sustainable-design learning and training resources, providing software grants to qualifying nonprofits and entrepreneurs, and
leading by example with our sustainable business practices. Through our products and services, we are supporting our
customers to better understand and improve the environmental performance of everything they make.

Climate Change

In addressing the global challenges posed by climate change, we make it possible for our customers to innovate and
respond to associated changes in regulation, building code, physical climate parameters and other climate-related developments.
This effort can directly and indirectly create more demand for existing and new Autodesk products and services in the short and
long-term. Furthermore, our leadership is committed to taking climate action and that commitment goes hand-in-hand with our
values and reputation in the marketplace.

Climate Change Management Actions

To drive continued progress and meet growing demand, we continue to expand the solutions, education, and support we
offer, helping customers secure a competitive advantage for a low-carbon future by designing high-performance buildings,
resilient cities and infrastructure, and more efficient transportation and products. To continue to grow this market, we provide
software and support to early stage entrepreneurs and start-up companies who are designing clean technologies. We plan to
expand these offerings in the future based upon demand and opportunity in response to challenges posed by climate change.

Internally, we are investing in best practices to mitigate our greenhouse gas emissions and climate change risk through
investments in renewable energy, energy efficiency, disaster management and recovery strategies, and materials innovation. We
2020 Annual Report

are on track to meet our science-based greenhouse gas reduction target of 43% absolute emissions by fiscal 2020 and have
announced a new commitment to being net-zero emissions by the end of fiscal 2021. Our results will be published in our fiscal
2020 sustainability report.

Climate Change Governance

With oversight from our CEO, the Sustainability & Foundation Team has direct responsibility for setting and
implementing our corporate sustainability strategy, including our climate change strategy.

Emissions Performance & Other Key Performance Indicators

By end of fiscal 2019, Autodesk had reduced its net greenhouse gas emissions for its operational boundary by 41% from
our fiscal year 2009 baseline to 178,000 metric tons of carbon dioxide equivalent. This reduction was accomplished through
increased investment in renewable energy and energy efficiency in our global real estate portfolio and investments with our
customers to create carbon avoidance projects that generate verified emission reduction credits. More information about our
sustainability commitment can be found in our annual sustainability reports, which we have published on our website since
2008. Our fiscal 2020 sustainability report will be published in the second quarter of fiscal 2021.

Philanthropy

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 create a better
world at work, at home, and in the community by matching employees' volunteer time and/or donations to nonprofit
organizations; and to support organizations and individuals using design to drive positive social and environmental impact. In
the latter case, we use grant funding, software donations, and training to accomplish this goal, selecting the most impactful and
innovative organizations around the world, thus, leading to a better future for our planet. 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.

DEVELOPER PROGRAMS

Our business and our customers benefit from our relationships with an extensive developer network. These developers
create and sell their own interoperable products that further enhance the range of integrated solutions available to our

2020 Form 10-K 10

customers. 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 created our web services platform, Autodesk Forge. The
Forge Platform includes web services that enable software developers to rapidly develop the next generation of applications,
and experiences that will power the future of making things. Forge facilitates the development of a single connected ecosystem
for integrating Autodesk applications with other enterprise, web and mobile solutions.

COMPETITION

The markets for our products are highly competitive, are subject to rapid change, and can have complex
interdependencies between many of the larger businesses. We strive to increase our competitive separation by investing in
research and development, allowing us to bring new products to market and create exciting new versions of existing products
that offer compelling efficiencies for our customers. We also compete through investments in marketing and sales to more
effectively reach new customers and better serve existing customers.

Our competitors include large, global, publicly traded companies; small, geographically focused firms; startup firms; and
solutions produced in-house by their users. Our primary global competitors include Adobe Systems Incorporated, AVEVA
Group plc, Bentley Systems, Inc., Dassault Systèmes S.A. and its subsidiary Dassault Systèmes SolidWorks Corp., Intergraph
Corporation, a wholly owned subsidiary of Hexagon AB, MSC Software Corporation, Nemetschek AG, Oracle Corporation,
Procore Technologies, Inc., PTC Inc., 3D Systems Corporation, Siemens PLM, and Trimble Navigation Limited, among others.

The software industry has limited barriers to entry, and the availability of computing power with continually expanding

2020 Annual Report

performance at progressively lower prices contributes to the ease of market entry. The industry continues to undergo a platform
shift from the personal computer to cloud and mobile computing. This shift further lowers barriers to entry and poses a
disruptive challenge to established software companies. The design software market is characterized by vigorous competition in
each of the vertical markets in which we compete, both from existing competitors and by entry of new competitors with
innovative technologies. Competition is increasingly enhanced by consolidation of companies with complementary products
and technologies and the possibility that competitors in one vertical segment may enter other vertical segments that we serve. In
addition, some of our competitors in certain markets have greater financial, technical, sales and marketing, and other resources
than we do. Because of these and other factors, competitive conditions in these industries are likely to continue to intensify in
the future. Increased competition could result in price reductions, reduced net revenue and profit margins, and loss of market
share, any of which could harm our business. See Item 1A, “Risk Factors,” for further discussion of risks regarding
competition.

We believe that our future results depend largely upon our ability to better serve customers by offering new products,
including cloud and mobile computing products, whether by internal development or acquisition, and to continue to provide
existing product offerings that compete favorably with respect to ease of use, reliability, performance, range of useful features,
continuing product enhancements, reputation, price, and training.

INTELLECTUAL PROPERTY AND LICENSES

We maintain an active program to legally protect our investment in technology through intellectual property rights. We
protect our intellectual property through a combination of patent, copyright, trademark and trade secret protections,
confidentiality procedures, and contractual provisions. The nature and extent of legal protection associated with each such
intellectual property right depends on, among other things, the type of intellectual property right and the given jurisdiction in
which such right arises. We believe that our intellectual property rights are valuable and important to our business.

Nonetheless, our intellectual property rights may not be successfully asserted in the future or may be invalidated,
circumvented or challenged. In addition, the laws and enforcement of the laws of various foreign countries where our products
are distributed do not protect our intellectual property rights to the same extent as U.S. laws. Enforcement of intellectual
property rights against alleged infringers can sometimes lead to costly litigation and counterclaims. Our inability to protect our
proprietary information could harm our business.

From time to time, we receive claims alleging infringement of a third party’s intellectual property rights, including
patents. Disputes involving our intellectual property rights or those of another party have in the past and may in the future lead
to, among other things, costly litigation or product shipment delays, which could harm our business.

2020 Form 10-K 11

 We retain ownership of software we develop. Our combined hybrid offerings include both desktop software and cloud
functionality. Desktop software is licensed to users pursuant to ‘click through’ or signed license agreements containing
restrictions on duplication, disclosure, and transfer. Cloud software and associated services are provided to users pursuant to on-
line or signed terms of service agreements containing restrictions on access and use.

We believe that because of the limitations of laws protecting our intellectual property and the rapid, ongoing
technological changes in both the computer hardware and software industries, we must rely principally upon software
engineering and marketing skills to continually maintain and enhance our competitive market position.

While we have recovered some revenue resulting from the unauthorized use of our software solutions, we are unable to
measure the full extent to which unauthorized use of our software products exists. We believe, however, that unauthorized use
of our software is and can be expected to be a persistent problem that negatively impacts our revenue and financial results. We
believe that our transition from perpetual use software licenses to a subscription-based business model combined with the
change from desktop to cloud-based computing will shift the incentives and means by which software is used without
authorization.

In addition, through various licensing arrangements, we receive certain rights to intellectual property of others. We expect
to maintain current licensing arrangements and to secure licensing arrangements in the future, as needed and to the extent
available on reasonable terms and conditions, to support continued development and sales of our products and services. Some
of these licensing arrangements require or may require royalty payments and other licensing fees. The amount of these
payments and fees may depend on various factors, including but not limited to: the structure of royalty payments, offsetting
considerations, if any, and the degree of use of the licensed technology.

See Item 1A, “Risk Factors,” for further discussion of risks related to protecting our intellectual property.
2020 Annual Report

PRODUCTION AND SUPPLIERS

The production of our software products and services involves duplication or hosting of software media. The way that we
deliver software has evolved during our business model transition. For certain cloud-based products, we use a combination of
co-located hosting facilities and increasingly Amazon Web Services and to a lesser degree other infrastructure-as-a-service
providers. We offer customers an electronic software download option for both initial product fulfillment and subsequent
product updates. Customers who choose electronic fulfillment receive the latest version of the software from our vendor’s
secure servers. Customers may also obtain our software through media such as DVDs and USB flash drives available from
multiple sources. The purchase of media and the transfer of the software programs onto media for distribution to customers are
performed by us and by licensed subcontractors. Packaging materials are produced to our specifications by outside sources.
Production is performed in leased facilities operated by independent third-party contractors. To date, we have not experienced
any material difficulties or delays in the production of our software and documentation.

EMPLOYEES

As of January 31, 2020, we employed approximately 10,100 people. None of our employees in the United States are
represented by a labor union. In certain foreign countries, our employees are represented by work councils. We have never
experienced any work stoppages and believe our employee relations are good. Reliance upon employees in other countries
entails various risks and changes in these foreign countries, such as government instability or regulation unfavorable to foreign-
owned businesses, which could negatively impact our business in the future.

2020 Form 10-K 12

ACQUISITIONS

Over the past three years, we acquired new technology or supplemented our existing technology by purchasing businesses
or technology related assets focused in specific markets or industries. For the fiscal years ended January 31, 2019 and 2018, we
acquired companies accounted for as business combinations. There were no business combinations or technology acquisitions
in fiscal year 2020. The following were significant acquisitions for fiscal years 2019 and 2018:

Date of closing Company Details

January 2019 BuildingConnected, Inc. The acquisition of BuildingConnected enabled Autodesk to add bid-management
("BuildingConnected") capabilities to its construction portfolio.

December 2018 PlanGrid, Inc. The acquisition of PlanGrid enabled Autodesk to offer a more comprehensive, cloud-
("PlanGrid") based construction platform.

Assemble Systems, Inc. The acquisition of Assemble Systems enabled Autodesk's customers to influence, query
July 2018 ("Assemble Systems") and connect BIM data to key workflows across bid management, estimating, scheduling,
site management and finance.

GLOSSARY OF TERMS

Annualized Recurring Revenue (ARR)—Represents the annualized value of total monthly recurring revenue for the
preceding three months. "Maintenance plan ARR” captures ARR relating to traditional maintenance attached to perpetual
licenses. "Subscription plan ARR" captures ARR relating to subscription offerings. Refer to the definition of recurring revenue
below for more details on what is included within ARR. Recurring revenue acquired with the acquisition of a business is
captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation.

2020 Annual Report

ARR is currently one of our key performance metrics to assess the health and trajectory of our business. ARR should be
viewed independently of revenue and deferred revenue as ARR is a performance metric and is not intended to be combined
with any of these items.

Billings—Total revenue plus net change in deferred revenue from the beginning to the end of the period.

Cloud Service Offerings—Represents individual term-based offerings deployed through web browser technologies or in a
hybrid software and cloud configuration. Cloud service offerings that are bundled with other product offerings are not captured
as a separate cloud service offering.

Constant Currency (CC) Growth Rates—We attempt to represent the changes in the underlying business operations by
eliminating fluctuations caused by changes in foreign currency exchange rates as well as eliminating hedge gains or losses
recorded within the current and comparative periods. We calculate constant currency growth rates by (i) applying the applicable
prior period exchange rates to current period results and (ii) excluding any gains or losses from foreign currency hedge
contracts that are reported in the current and comparative periods.

Core Business—Represents the combination of maintenance, product subscription, and EBA.

Enterprise Business Agreements (EBAs)—Represents programs providing enterprise customers with token-based access
or a fixed maximum number of seats to a broad pool of Autodesk products over a defined contract term.

Free Cash Flow—Cash flow from operating activities minus capital expenditures.

Industry Collections—Autodesk Industry Collections are a combination of products and services that target a specific user
objective and support a set of workflows for that objective. Our Industry Collections consist of: Autodesk Architecture,
Engineering and Construction Collection, Autodesk Product Design & Manufacturing Collection, and Autodesk Media and
Entertainment Collection. We introduced Industry Collections effective August 1, 2016 to replace our suites.

Maintenance Plan—Our maintenance plans provide our customers with a cost effective and predictable budgetary option
to obtain the productivity benefits of our new releases and enhancements when and if released during the term of their
contracts. Under our maintenance plans, customers are eligible to receive unspecified upgrades when and if available, and
technical support. We recognize maintenance revenue over the term of the agreements, generally one year.

2020 Form 10-K 13

 Net Revenue Retention Rate (NR3): Measures the year-over-year change in ARR for the population of customers that
existed one year ago (“base customers”). Net revenue retention rate is calculated by dividing the current period ARR related to
base customers by the total ARR from one year ago related to same base customers. ARR is based on USD reported revenue,
and fluctuations caused by changes in foreign currency exchange rates and hedge gains or losses have not been eliminated.
ARR related to acquired companies is excluded from the calculation for at least one year from integration.

Other Revenue—Consists of revenue from consulting, training and other services, and is recognized over time as the
services are performed. Other revenue also includes software license revenue from the sale of products which do not
incorporate substantial cloud services and is recognized up front.

Product Subscription—Provides customers the most flexible, cost-effective way to access and manage 3D design,
engineering, and entertainment software tools. Our product subscriptions currently represent a hybrid of desktop and cloud
functionality, which provides a device-independent, collaborative design workflow for designers and their stakeholders.

Recurring Revenue—Consists of the revenue for the period from our legacy maintenance plans and revenue from our
subscription plan offerings. It excludes subscription revenue related to consumer product offerings, select Creative Finishing
product offerings, education offerings, and third-party products. Recurring revenue acquired with the acquisition of a business
is captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation.

Remaining Performance Obligations (RPO)—The sum of total short-term, long-term, and unbilled deferred revenue.
Current remaining performance obligations is the amount of revenue we expect to recognize in the next twelve months.

Spend—The sum of cost of revenue and operating expenses.

2020 Annual Report

Subscription Plan—Comprises our term-based product subscriptions, cloud service offerings, and EBAs. Subscriptions
represent a combined hybrid offering of desktop software and cloud functionality which provides a device-independent,
collaborative design workflow for designers and their stakeholders. With subscription, customers can use our software anytime,
anywhere, and get access to the latest updates to previous versions.

Subscription Revenue—Includes subscription fees from product subscriptions, cloud service offerings, and EBAs.

Unbilled Deferred Revenue—Unbilled deferred revenue represents contractually stated or committed orders under early
renewal and multi-year billing plans for subscription, services and maintenance for which the associated deferred revenue has
not been recognized. Under FASB Accounting Standards Codification ("ASC") Topic 606, unbilled deferred revenue is not
included as a receivable or deferred revenue on our Consolidated Balance Sheet.

ITEM 1A. RISK FACTORS

We operate in a rapidly changing environment that involves significant risks, a number of which are beyond our control.
In addition to the other information contained in this Form 10-K, the following discussion highlights some of these risks and the
possible impact of these factors on our business, financial condition, and future results of operations. If any of the following
risks actually occur, our business, financial condition, or results of operations may be adversely impacted, causing the trading
price of our common stock to decline. In addition, these risks and uncertainties may impact the “forward-looking” statements
described elsewhere in this Form 10-K and in the documents incorporated herein by reference. They could affect our actual
results of operations, causing them to differ materially from those expressed in “forward-looking” statements.

Global economic and political conditions may further impact our industries, business and financial results.

Our overall performance depends largely upon domestic and worldwide economic and political conditions. The United
States and other international economies have experienced cyclical downturns from time to time in which economic activity
was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, decreased government
spending, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies and overall
uncertainty with respect to the economy. These economic conditions can occur abruptly. For example, the recent Coronavirus
disease (COVID-19) has caused additional uncertainty in the global economy. The extent to which COVID-19 may impact our
financial condition or results of operations is currently uncertain and will depend on developments such as the impact on our
customers, vendors, distributors and resellers. Due to our subscription-based business model, the effect of COVID-19 may not
be fully reflected in our results of operations until future periods, if at all. If economic growth in countries where we do
business slows or if such countries experience further economic recessions, customers may delay or reduce technology

2020 Form 10-K 14

purchases. Our customers include government entities, including the U.S. federal government, and if spending cuts impede the
ability of governments to purchase our products and services, our revenue could decline. In addition, a number of our customers
rely, directly and indirectly, on government spending.

As described elsewhere in this Risk Factors section, we are dependent on international revenue and operations and are
subject to related risks of conducting business globally. Geopolitical trends toward nationalism and protectionism and the
weakening or dissolution of international trade pacts may increase the cost of, or otherwise interfere with, conducting business.
These trends have increased levels of political and economic unpredictability globally, and may increase the volatility of global
financial markets; the impact of such developments on the global economy remains uncertain. Political instability or adverse
political developments in any of the countries in which we do business could harm our business, results of operations and
financial condition.

A financial sector credit crisis could impair credit availability and the financial stability of our customers, including our
distribution partners and channels. A disruption in the financial markets may also have an effect on our derivative counter-
parties and could also impair our banking partners, on which we rely for operating cash management. Any of these events could
harm our business, results of operations and financial condition.

Our strategy to develop and introduce new products and services exposes us to risks such as limited customer acceptance, costs
related to product defects, and large expenditures, each of which may not result in additional net revenue or could result in
decreased net revenue.

Rapid technological changes, as well as changes in customer requirements and preferences, characterize the software
industry. Just as the transition from mainframes to personal computers transformed the industry over 30 years ago, the software
industry has undergone a transition from developing and selling perpetual licenses and on-premises products to subscriptions

2020 Annual Report

and cloud enabled technologies. Customers are also reconsidering how they purchase software products, which requires us to
constantly evaluate our business model and strategy. In response, we are focused on providing solutions to enable our
customers to be more agile and collaborative on their projects. We devote significant resources to the development of new
technologies. In addition, we frequently introduce new business models or methods that require a considerable investment of
technical and financial resources such as our introduction of flexible subscription and service offerings. For example, in fiscal
2021, we are transitioning multi-subscription plans to named user plans. It is uncertain whether these strategies, including our
product and pricing changes, will prove successful or whether we will be able to develop the necessary infrastructure and
business models more quickly than our competitors. We are making such investments through further development and
enhancement of our existing products and services, as well as through acquisitions. Such investments may not result in
sufficient revenue generation to justify their costs and could result in decreased net revenue or profitability. If we are not able to
meet customer requirements, either with respect to our software or the manner in which we provide such products, or if we are
not able to adapt our business model to meet our customers' requirements, our business, financial condition or results of
operations may be adversely impacted.

In particular, a critical component of our growth strategy is to have customers of our AutoCAD and AutoCAD LT
products expand their portfolios to include our other offerings and cloud-based functionality. We want customers using
individual Autodesk products to expand their portfolio with our other offerings and cloud-based functionality, and we are taking
steps to accelerate this migration. At times, sales of our AutoCAD and AutoCAD LT or individual Autodesk flagship products
have decreased without a corresponding increase in Industry Collections or cloud-based functionality revenue or without
purchases of customer seats to our Industry Collections. Should this continue, our results of operations will be adversely
affected.

Our executive management team must act quickly, continuously, and with vision, given the rapidly changing customer
expectations and technology advancements inherent in the software industry, the extensive and complex efforts required to
create useful and widely accepted products and the rapid evolution of cloud computing, mobile devices, new computing
platforms, and other technologies, such as consumer products. Although we have articulated a strategy that we believe will
fulfill these challenges, if we fail to execute properly on that strategy or adapt that strategy as market conditions evolve, we may
fail to meet our customers' expectations, fail to compete with our competitors' products and technology, and lose the confidence
of our channel partners and employees. This in turn could adversely affect our business and financial performance.

2020 Form 10-K 15

 Our business could suffer as a result of risks, costs, charges and integration risks associated with strategic acquisitions and
investments such as the recent acquisitions of Assemble Systems, Inc., PlanGrid, Inc. and BuildingConnected, Inc.

We regularly acquire or invest in businesses, software solutions and technologies that are complementary to our business
through acquisitions, strategic alliances or equity or debt investments. For example, we recently acquired Assemble Systems,
PlanGrid and BuildingConnected. The risks associated with such acquisitions include, among others, the difficulty of
assimilating solutions, operations and personnel, inheriting liabilities such as intellectual property infringement claims, the
failure to realize anticipated revenue and cost projections, the requirement to test and assimilate the internal control processes of
the acquired business in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and the diversion
of management's time and attention.

In addition, such acquisitions and investments involve other risks such as:

• the inability to retain customers, key employees, vendors, distributors, business partners, and other entities associated
with the acquired business;

• the potential that due diligence of the acquired business or solution does not identify significant problems;

• exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an
acquisition, including but not limited to, claims from terminated employees, customers, or other third parties;

• the potential for incompatible business cultures;

• significantly higher than anticipated transaction or integration-related costs;

2020 Annual Report

• the potential additional exposure to fluctuations in currency exchange rates; and

• the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result
of acquiring another business.

We may not be successful in overcoming such risks, and such acquisitions and investments may negatively impact our
business. In addition, such acquisitions and investments have in the past and may in the future contribute to potential
fluctuations in our quarterly financial results. These fluctuations could arise from transaction-related costs and charges
associated with eliminating redundant expenses or write-offs of impaired assets recorded in connection with acquisitions and
investments. These costs or charges could negatively impact our financial results for a given period, cause quarter to quarter
variability in our financial results or negatively impact our financial results for several future periods.

We are dependent on international revenue and operations, exposing us to significant regulatory, global economic, intellectual
property, collections, currency exchange rate, taxation, political instability and other risks, which could adversely impact our
financial results.

We are dependent on our international operations for a significant portion of our revenue. International net revenue
represented 66% of our net revenue in both fiscal 2020 and 2019, respectively. Our international revenue, including that from
emerging economies, is subject to general economic and political conditions in foreign markets, including conditions in foreign
markets resulting from economic and political conditions in the U.S. Our revenue is also impacted by the relative geographical
and country mix of our revenue over time. At times, these factors adversely impact our international revenue, and consequently
our business as a whole. Our dependency on international revenue makes us much more exposed to global economic and
political trends, which can negatively impact our financial results, even if our results in the U.S. are strong for a particular
period.

We anticipate that our international operations will continue to account for a significant portion of our net revenue, and, as
we expand our international development, sales and marketing expertise, will provide significant support to our overall efforts
in countries outside of the U.S.

Risks inherent in our international operations include:

• economic volatility;

2020 Form 10-K 16

 • tariffs, quotas, and other trade barriers and restrictions;

• fluctuating currency exchange rates, including devaluations, currency controls and inflation, and risks related to any
hedging activities we undertake;

• unexpected changes in regulatory requirements and practices;

• delays resulting from difficulty in obtaining export licenses for certain technology;

• different purchase patterns as compared to the developed world;

• operating in locations with a higher incidence of corruption and fraudulent business practices, particularly in emerging
economies;

• increasing enforcement by the U.S. under the Foreign Corrupt Practices Act, and adoption of stricter anti-corruption
laws in certain countries, including the United Kingdom;

• difficulties in staffing and managing foreign sales and development operations;

• local competition;

• longer collection cycles for accounts receivable;

• U.S. and foreign tax law changes impacting how multinational companies are taxed and the complexities of tax

2020 Annual Report

reporting;

• laws regarding the management of and access to data and public networks;

• possible future limitations upon foreign owned businesses;

• increased financial accounting and reporting burdens and complexities;

• inadequate local infrastructure;

• greater difficulty in protecting intellectual property;

• software piracy; and

• other factors beyond our control, including popular uprisings, terrorism, war, natural disasters, and diseases, such as
COVID-19.

Some of our business partners also have international operations and are subject to the risks described above.

The "Brexit" vote has exacerbated and may further exacerbate many of the risks and uncertainties described above. The
United Kingdom officially left the European Union pursuant to Brexit on January 31, 2020, with a transitional period set to end
on December 31, 2020. The withdrawal of the United Kingdom from the European Union could, among other potential
outcomes, adversely affect the tax, tax treaty, banking, operational, legal and regulatory regimes to which our businesses in the
region are subject. The withdrawal could also, among other potential outcomes, create currency volatility, disrupt the free
movement of goods, services and people between the United Kingdom and the European Union and significantly disrupt trade
between the United Kingdom and the European Union and other parties. While the United Kingdom left the European Union as
of January 31, 2020, it has until December 31, 2020 to negotiate a new trade agreement addressing customs and trade matters.
Further, uncertainty around these and related issues could lead to adverse effects on the United Kingdom economy, the
European Union economies, and the other economies in which we operate.

In addition, the current U.S. administration has instituted or proposed changes to foreign trade policy including the
negotiation or termination of trade agreements, the imposition of tariffs on products imported from certain countries, economic
sanctions on individuals, corporations or countries and other government regulations affecting trade between the United States
and other countries in which we do business. New or increased tariffs and other changes in U.S. trade policy could trigger

2020 Form 10-K 17

 retaliatory actions by affected countries, and certain foreign governments, including the Chinese government, have instituted or
are considering imposing trade sanctions on certain U.S. manufactured goods. The escalation of protectionist or retaliatory trade
measures in either the United States or any other countries in which we do business, such as a change in tariff structures, export
compliance or other trade policies, may increase the cost of, or otherwise interfere with, conducting our business.

Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if
our business partners are not able to successfully manage these risks.

Security incidents may compromise the integrity of our or our customers’ offerings, services, data or intellectual property, harm
our reputation, damage our competitiveness, create additional liability and adversely impact our financial results.

As we digitize Autodesk and use cloud and web-based technologies to leverage customer data to deliver the total customer
experience, we are exposed to increased security risks and the potential for unauthorized access to, or improper use of, our and
our customers' information. Like other software offerings and systems, ours are vulnerable to security incidents. We devote
resources to maintain the security and integrity of our systems, offerings, services and applications (online, mobile and
desktop). We accomplish this by enhancing security features, conducting penetration tests, code hardening, releasing security
vulnerability updates and accelerating our incident response time. Despite these efforts, we may not prevent security incidents,
and we may face delays or other difficulties in identifying or responding to security incidents.

Hackers regularly have targeted our systems, offerings, services and applications, and we expect them to do so in the
future. Security incidents could disrupt the proper functioning of our systems, solutions or services; cause errors in the output of
our customers' work; allow unauthorized access to sensitive data or intellectual property, including proprietary or confidential
information of ours or our customers; or cause other destructive outcomes.

The risk of a security incident, particularly through cyber attack or cyber intrusion, including by computer hackers,
2020 Annual Report

foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and
intrusions from around the world have increased. These threats include but are not limited to identity theft, unauthorized access,
DNS attacks, wireless network attacks, viruses and worms, advanced persistent threat (APT), application centric attacks, peer-
to-peer attacks, phishing, malicious file uploads, backdoor trojans and distributed denial of service (DDoS) attacks. In addition,
third parties may attempt to fraudulently induce our employees, vendors, partners or users to disclose information to gain access
to our data or our users’ data and there is the risk of employee, contractor, or vendor error or malfeasance. Despite efforts to
create security barriers to such threats, it is impossible for us to entirely eliminate these risks.

If any of the foregoing security incidents were to occur or to be perceived to have occurred, our reputation may suffer, our
competitive position may be diminished, customers may stop paying for our solutions and services, we could be required to
expend significant capital and other resources to evaluate and alleviate the security incident and in an effort to prevent further or
additional incidents, and we could face regulatory inquiry, lawsuits and potential liability. We could incur significant costs and
liabilities, including due to litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable
laws or regulations, and costs for remediation and other incentives offered to customers or other business partners in an effort to
maintain business relationships after a breach, and our financial performance could be negatively impacted.

We cannot assure you that any limitations of liability provisions in our contracts would be enforceable or adequate or
would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or
other security incident. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable
terms or will be available in sufficient amounts to cover one or more large claims related to a security breach, or that the insurer
will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed
available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the
imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our
financial condition, operating results, and reputation.

The effect of the novel coronavirus COVID-19 on Autodesk’s business is currently unknown but it may adversely affect our
business and results of operations.

The impacts of the global emergence of COVID-19 on our business and financial results are currently unknown. We
are conducting business with substantial modifications to employee travel, employee work locations, and virtualization or
cancellation of certain sales and marketing events, among other modifications. We have observed other companies as well as
many governments taking precautionary and preemptive actions to address COVID-19, and they may take further actions that
alter their normal business operations. We will 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

2020 Form 10-K 18

our employees, customers, partners, suppliers and stockholders. It is not clear what the potential effects any such alterations or
modifications may have on our business, including the effects on our customers and prospects, or on our financial results.

Increasing regulatory focus on privacy issues and expanding laws may impact our business or expose us to increased liability.

Our strategy to digitize Autodesk involves increasing our use of cloud and web-based technologies and applications to
leverage customer data to improve our offerings for the benefit of our customers. To accomplish this strategy, we must collect
and otherwise process customer data, which may include personal data. Federal, state and foreign government privacy and data
security laws apply to the treatment of personal data. Governments, regulators, the plaintiffs’ bar, privacy advocates and
customers have increased their focus on how companies collect, process, use, store, share and transmit personal data.

The General Data Protection Regulation ("GDPR") is applicable in all European Union member states and introduced new
data protection requirements in the European Union and substantial fines for non-compliance. We have modified our privacy
practices to comply with GDPR. We have self-certified under the EU-U.S. Privacy Shield program and make use of model
contractual clauses approved by the European Commission in relation to the transfer of personal data from the European Union
to the United States. The Privacy Shield and the European Commission’s model contractual clauses are currently the subject of
legal challenges in the European Union, however, and it is unclear whether these will serve as appropriate means for us to
transfer personal data from the European Union to the United States. We have also self-certified to the Swiss-U.S. Privacy
Shield program in relation to the transfer of personal data from Switzerland to the United States. This Privacy Shield program
also may no longer be valid due to possible legal challenges. Additionally, in June 2016, the United Kingdom voted to leave the
European Union, which could also lead to further legislative and regulatory changes with regard to personal data. The United
Kingdom Data Protection Act that substantially implements the GDPR became law in May 2018. It remains unclear, however,
how United Kingdom data protection laws or regulations will develop in the medium to longer term and how data transfers to
and from the United Kingdom will be regulated at the time, if any, that Brexit is effectuated.

2020 Annual Report

In addition, in June 2018, California enacted the California Consumer Privacy Act (the "CCPA"), which took effect in
January 2020. The CCPA, among other things, gives California residents expanded rights to access and delete their personal
information, opt out of certain personal information sharing, and receive detailed information about how their personal
information is used. The CCPA was amended in September 2018 and November 2019, and modifications were proposed in
February 2020. It is unclear whether further modifications will be made to this law. Additionally, in October 2019, the
California Department of Justice published a notice of proposed rulemaking action with respect to draft regulations to
implement the CCPA. We cannot yet predict the impact of the CCPA on our business or operations, but it may require us to
modify our data processing practices and policies and to incur substantial costs and expenses in to comply.

The GDPR, CCPA and other state and global laws and regulations increased our responsibility and potential liability in
relation to personal data, and we have and will continue to put in place additional processes and programs to demonstrate
compliance. New privacy laws and regulations are under development at the U.S. Federal and state level and many international
jurisdictions. Any actual or perceived failure to comply with the GDPR, the CCPA or other data privacy laws or regulations, or
related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and
proceedings by governmental entities and private parties, damages for contract breach, and other significant costs, penalties,
and other liabilities, as well as harm to our reputation and market position.

Additionally, we store customer information and content and if our customers fail to comply with contractual obligations
or applicable laws, it could result in litigation or reputational harm to us. The GDPR, CCPA and other laws and self-regulatory
codes may affect our ability to reach current and prospective customers, to understand how our offerings and services are being
used, to respond to customer requests allowed under the laws, and to implement our new business models effectively. These
new laws and regulations would similarly affect our competitors as well as our customers. These requirements could impact
demand for our offerings and services and result in more onerous contract obligations.

2020 Form 10-K 19

 We rely on third parties to provide us with a number of operational and technical services; third-party security incidents could
expose us to liability, harm our reputation, damage our competitiveness and adversely impact our financial performance.

We rely on third parties, such as Amazon Web Services, to provide us with operational and technical services. These third
parties may have access to our systems, provide hosting services, or otherwise process data about us or our customers,
employees, or partners. Any third-party security incident could compromise the integrity of, or availability or result in the theft
of, data. In addition, our operations, or the operations of our customers or partners, could be negatively affected in the event of
a security breach, and could be subject to the loss or theft of confidential or proprietary information, including source code.
Unauthorized access to data and other confidential or proprietary information may be obtained through break-ins, network
breaches by unauthorized parties, employee theft or misuse, or other misconduct. If any of the foregoing were to occur or to be
perceived to occur, our reputation may suffer, our competitive position may be diminished, customers may buy fewer of our
offerings and services, we could face lawsuits and potential liability, and our financial performance could be negatively
impacted.

Delays in service from third-party service providers could expose us to liability, harm our reputation, damage our
competitiveness and adversely impact our financial performance.

From time to time, we may rely on a single or limited number of suppliers, or upon suppliers in a single country, for the
provision of services and materials that we use in the operation of our business and production of our solutions. The inability of
such third parties to satisfy our requirements could disrupt our business operations or make it more difficult for us to implement
our business strategy. If any of these situations were to occur, our reputation could be harmed, we could be subject to third-
party liability, including under data protection and privacy laws in certain jurisdictions, and our financial performance could be
negatively impacted.
2020 Annual Report

We are investing in resources to update and improve our information technology systems to digitize Autodesk and support our
customers. Should our investments not succeed, or if delays or other issues with new or existing information technology systems
disrupt our operations, our business could be harmed.

We rely on our network and data center infrastructure, technology systems and our websites for our development,
marketing, operational, support, sales, accounting and financial reporting activities. We continually invest resources to update
and improve these systems in order to meet the evolving requirements of our business and customers. In particular, our
transition to cloud-based products and a subscription-only business model involves considerable investment in the development
of technologies, as well as back-office systems for technical, financial, compliance and sales resources.

Such improvements are often complex, costly and time consuming. In addition, such improvements can be challenging to
integrate with our existing technology systems, or may uncover problems with our existing technology systems. Unsuccessful
implementation of hardware or software updates and improvements could result in disruption in our business operations, loss of
customers, loss of revenue, errors in our accounting and financial reporting or damage to our reputation, all of which could
harm our business.

We may not be able to predict subscription renewal rates and their impact on our future revenue and operating results.

Our customers are not obligated to renew their subscriptions for our offerings, and they may elect not to renew. We cannot
assure renewal rates, or the mix of subscriptions renewals. Customer renewal rates may decline or fluctuate due to a number of
factors, including offering pricing, competitive offerings, customer satisfaction, and reductions in customer spending levels or
customer activity due to economic downturns or financial markets uncertainty. If our customers do not renew their
subscriptions or if they renew on less favorable terms, our revenues may decline.

Our software is highly complex and may contain undetected errors, defects or vulnerabilities, each of which could harm our
business and financial performance.

The software solutions that we offer are complex and, despite extensive testing and quality control, may contain errors,
defects or vulnerabilities. Some errors, defects and vulnerabilities in our software solutions may only be discovered after they
have been released. Any errors, defects or vulnerabilities could result in the need for corrective releases to our software
solutions, damage to our reputation, loss of revenue, an increase in subscription cancellations or lack of market acceptance of
our offerings, any of which would likely harm our business and financial performance.

2020 Form 10-K 20

Existing and increased competition and rapidly evolving technological changes may reduce our revenue and profits.

The software industry has limited barriers to entry, and the availability of computing devices with continually expanding
performance at progressively lower prices contributes to the ease of market entry. The software industry has undergone a
transition from developing and selling perpetual licenses and on-premises products to subscriptions and cloud-enabled
technologies. This shift further lowers barriers to entry and poses a disruptive challenge to established software companies. The
markets in which we compete are characterized by vigorous competition, both by entry of competitors with innovative
technologies and by consolidation of companies with complementary offerings and technologies. In addition, some of our
competitors in certain markets have greater financial, technical, sales and marketing, and other resources. Furthermore, a
reduction in the number and availability of compatible third-party applications, or our inability to rapidly adapt to technological
and customer preference changes, including those related to cloud computing, mobile devices, and new computing platforms,
may adversely affect the sale of our solutions. Because of these and other factors, competitive conditions in the industry are
likely to intensify in the future. Increased competition could result in price reductions, reduced net revenue and profit margins
and loss of market share, any of which would likely harm our business.

We are subject to governmental export and import controls that could impair our ability to compete in international markets or
subject us to liability if we violate the controls

Our offerings are subject to U.S. export controls and economic sanctions laws and regulations that prohibit the delivery of
certain solutions and services without the required export authorizations or export to locations, governments, and persons
targeted by U.S. sanctions. While we have processes in place to prevent our offerings from being exported in violation of these
laws, including obtaining authorizations as appropriate and screening against U.S. government and international lists of
restricted and prohibited persons, we cannot guarantee that these processes will prevent all violations of export control and
sanctions laws.

2020 Annual Report

We also note that if our channel partners fail to obtain appropriate import, export or re-export licenses or permits, we may
also be adversely affected, through reputational harm as well as other negative consequences including government
investigations and penalties. We presently incorporate export control and sanctions compliance requirements in our channel
partner agreements. Complying with export control and sanctions regulations for a particular sale may be time-consuming and
may result in the delay or loss of sales opportunities. Violations of U.S. sanctions or export control laws can result in fines or
penalties.

We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.

Because we conduct a substantial portion of our business outside the U.S., we face exposure to adverse movements in
foreign currency exchange rates. These exposures may change over time as business practices evolve and economic conditions
change. Our exposure to adverse movements in foreign currency exchange rates could have a material adverse impact on our
financial results and cash flows.

We use derivative instruments to manage a portion of our cash flow exposure to fluctuations in foreign currency exchange
rates. As part of our risk management strategy, we use foreign currency contracts to manage a portion of our exposures of
underlying assets, liabilities, and other obligations, which exist as part of our ongoing business operations. These foreign
currency instruments have maturities that extend for one to twelve months in the future, and provide us with some protection
against currency exposures. However, our attempts to hedge against these risks may not be completely successful, resulting in
an adverse impact on our financial results.

The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and
expenses for any given fiscal period. Although our foreign currency cash flow hedge program extends beyond the current
quarter in order to reduce our exposure to foreign currency volatility, we do not attempt to completely mitigate this risk, and in
any case, will incur transaction fees in adopting such hedging programs. Such volatility, even when it increases our revenues or
decreases our expenses, impacts our ability to accurately predict our future results and earnings.

In addition, Brexit may contribute to volatility in foreign exchange markets with respect to the British Pound and Euro,
which we may not be able to effectively manage, and our financial results could be adversely impacted. Additionally, countries
in which we operate may be classified as highly inflationary economies, requiring special accounting and financial reporting
treatment for such operations, or such countries’ currencies may be devalued, or both, which may adversely impact our business
operations and financial results.

2020 Form 10-K 21

 If we do not maintain good relationships with the members of our distribution channel, our ability to generate revenue will be
adversely affected. If our distribution channel suffers financial losses, becomes financially unstable or insolvent, or is not
provided the right mix of incentives to sell our subscriptions, our ability to generate revenue will be adversely affected.

We sell our software products both directly to end-users and through a network of distributors and resellers. For fiscal
2020 and fiscal 2019, approximately 70% and 71%, respectively, of our revenue was derived from indirect channel sales
through distributors and resellers and we expect that the majority of our revenue will continue to be derived from indirect
channel sales in the near future. Our ability to effectively distribute our solutions depends in part upon the financial and
business condition of our distributor and reseller network. Computer software distributors and resellers typically are not highly
capitalized, have previously experienced difficulties during times of economic contraction and experienced difficulties during
the past several years. We have processes to ensure that we assess the creditworthiness of distributors and resellers prior to our
sales to them. In the past we have taken steps to support them, and may take additional steps in the future, such as extending
credit terms and providing temporary discounts. These steps, if taken, could harm our financial results. If our distributors and
resellers were to become insolvent, they would not be able to maintain their business and sales, or provide customer support
services, which would negatively impact our business and revenue.

We rely significantly upon major distributors and resellers in both the U.S. and international regions, including the
distributors Tech Data and Ingram Micro. Tech Data accounted for 35% of our total net revenue for both fiscal 2020 and 2019
and Ingram Micro accounted for 10% and 11% of our total net revenue for fiscal 2020 and 2019, respectively. Should any of
our agreements with Tech Data and Ingram Micro be terminated for any reason, we believe the resellers and end users who
currently purchase our products through Tech Data and 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 either Tech Data or Ingram Micro. However, if either distributor were to experience a
significant disruption with its business, or if our relationship with either of them were to significantly deteriorate, it is possible
2020 Annual Report

that our ability to sell to end users would be, at least temporarily, negatively impacted. This could in turn negatively impact our
financial results. For example, on November 13, 2019, Tech Data announced that it had entered into a definitive agreement to
be acquired by an affiliate of funds managed by affiliates of Apollo Global Management, a global alternative investment
manager. The transaction is not subject to a financing condition and is expected to close in the first half of calendar year 2020,
subject to the satisfaction of customary closing conditions. The transaction has been approved by Tech Data stockholders but
has not yet closed. If there is any uncertainty resulting from the transaction between Tech Data and Apollo with the resellers and
end users who currently purchase our products through Tech Data, our ability to sell to these resellers and end users could be, at
least temporarily, negatively impacted.

Over time, we have modified and will continue to modify aspects of our relationship with our distributors and resellers,
such as their incentive programs, pricing to them and our distribution model to motivate and reward them for aligning their
businesses with our strategy and business objectives. Changes in these relationships and underlying programs could negatively
impact their business and harm our business. Further, our distributors and resellers may lose confidence in our business, move
to competitive products, or may not have the skills or ability to support customers. The loss of or a significant reduction in
business with those distributors or resellers could harm our business. In particular, if one or more of such distributors or
resellers were unable to meet their obligations with respect to accounts payable to us, we could be forced to write off such
accounts and may be required to delay the recognition of revenue on future sales to these customers. These events could have a
material adverse effect on our financial results.

Our financial results, key metrics and other operating metrics fluctuate within each quarter and from quarter to quarter making
our future revenue and financial results difficult to predict.

Our quarterly financial results, key metrics and other operating metrics have fluctuated in the past and will continue to do
so in the future. These fluctuations could cause our stock price to change significantly or experience declines. We also provide
investors with quarterly and annual financial forward-looking guidance that could prove to be inaccurate as a result of these
fluctuations. In addition to the other factors described in this Part I, Item 1A, some of the factors that could cause our financial
results, key metrics and other operating metrics to fluctuate include:

• general market, economic, business, and political conditions in Europe, APAC, and emerging economies;

• failure to produce sufficient revenue, ARR, billings, subscription, profitability and cash flow growth;

• failure to accurately predict the impact of acquired businesses or to identify and realize the anticipated benefits of
acquisitions, and successfully integrate such acquired businesses and technologies;

2020 Form 10-K 22

• potential goodwill impairment charges related to prior acquisitions

• failure to manage spend;

• changes in billings linearity;

• changes in subscription mix, pricing pressure or changes in subscription pricing;

• weak or negative growth in one or more of the industries we serve, including AEC, manufacturing, and digital media
and entertainment markets;

• the success of new business or sales initiatives;

• security breaches, related reputational harm, and potential financial penalties to customers and government entities;

• restructuring or other accounting charges and unexpected costs or other operating expenses;

• timing of additional investments in our technologies or deployment of our services;

• changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial
Accounting Standards Board, Securities Exchange Commission or other rule-making bodies;

• fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity;

2020 Annual Report

• dependence on and the timing of large transactions;

• adjustments arising from ongoing or future tax examinations;

• the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and to
finance infrastructure projects;

• failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services;

• our ability to rapidly adapt to technological and customer preference changes, including those related to cloud
computing, mobile devices and new computing platforms;

• the timing of the introduction of new products by us or our competitors;

• the financial and business condition of our reseller and distribution channels;

• perceived or actual technical or other problems with a product or combination of subscriptions;

• unexpected or negative outcomes of matters and expenses relating to litigation or regulatory inquiries;

• increases in cloud functionality-related expenses;

• timing of releases and retirements of offerings;

• changes in tax laws, tax or accounting rules and regulations, such as increased use of fair value measures;

• changes in sales compensation practices;

• failure to effectively implement and maintain our copyright legalization programs, especially in developing countries;

• renegotiation or termination of royalty or intellectual property arrangements;

• interruptions or terminations in the business of our consultants or third-party developers;

2020 Form 10-K 23

 • the timing and degree of expected investments in growth and efficiency opportunities;

• failure to achieve continued success in technology advancements;

• catastrophic events, natural disasters, or public health situations, such as pandemics and epidemics, including
COVID-19;

• regulatory compliance costs; and

• failure to appropriately estimate the scope of services under consulting arrangements.

We have also experienced fluctuations in financial results in interim periods in certain geographic regions due to
seasonality or regional economic or political conditions. In particular, our financial results in Europe during our third quarter
are usually affected by a slower summer period, and our APAC operations typically experience seasonal slowing in our third
and fourth quarters.

Our operating expenses are based in part on our expectations for future revenue and are relatively fixed in the short term.
Accordingly, any revenue shortfall below expectations has had, and in the future could have, an immediate and significant
adverse effect on our profitability. Greater than anticipated expenses or a failure to maintain rigorous cost controls would also
negatively affect profitability.

Because we derive a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based
software products and collections, if these offerings are not successful, our revenue will be adversely affected.
2020 Annual Report

We derive a substantial portion of our net revenue from sales of subscriptions of a limited number of our offerings,
including AutoCAD software, solutions based on AutoCAD, which include our collections that serve specific markets and
products that are interoperable with AutoCAD. Any factor adversely affecting sales of these subscriptions, including the
product release cycle, market acceptance, product competition, performance and reliability, reputation, price competition,
economic and market conditions and the availability of third-party applications, would likely harm our financial results. During
fiscal 2020 and fiscal 2019, combined revenue from our AutoCAD and AutoCAD LT family products, not including collections
having AutoCAD or AutoCAD LT as a component, represented 29% and 28% of our total net revenue, respectively.

Our debt service obligations may adversely affect our financial condition and cash flows from operations.

We have $2.1 billion of debt, consisting of notes due at various times from December 2022 to January 2030, as described
in Part 2, Item 8. We also entered into a credit agreement that provides for an unsecured revolving loan facility in the aggregate
principal amount of $650.0 million, with an option to be increased up to $1.0 billion, as described in Part 2, Item 8.
Maintenance of our indebtedness, contractual restrictions, and additional issuances of indebtedness could:

• cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and
principal repayments?

• increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

• limit our flexibility in planning for, or reacting to, changes in our business and our industry;

• impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate
or other purposes? and

• due to limitations within the debt instruments, restrict our ability to grant liens on property, enter into certain mergers,
dispose of all or substantially all of the assets of Autodesk and its subsidiaries, taken as a whole, materially change our
business and incur subsidiary indebtedness, subject to customary exceptions.

We are required to comply with the covenants set forth in our credit agreement, such as an interest coverage ratio in effect
January 31, 2019, and a leverage ratio in effect July 31, 2019. If we breach any of the covenants and do not obtain a waiver
from the note holders or lenders, then, subject to applicable cure periods, we would not be able to incur additional indebtedness
under the credit agreement described in Part 2, Item 8 and any outstanding indebtedness under the credit agreement may be

2020 Form 10-K 24

declared immediately due and payable. In addition, changes by any rating agency to our credit rating may negatively impact the
value and liquidity of our securities. Under certain circumstances, if our credit ratings are downgraded or other negative action
is taken, the interest rate payable by us under our credit agreement could increase. Downgrades in our credit ratings could also
restrict our ability to obtain additional financing in the future and could affect the terms of any such financing.

If we are not able to adequately protect our proprietary rights, our business could be harmed.

We rely on a combination of patent, copyright and trademark laws, trade secret protections, confidentiality procedures
and contractual provisions to protect our proprietary rights. Despite such efforts to protect our proprietary rights, unauthorized
parties from time to time have copied aspects of our software or have obtained and used information that we regard as
proprietary. Policing unauthorized use of our software is time-consuming and costly. We are unable to measure the extent to
which unauthorized use of our software exists and we expect that unauthorized use of software will remain a persistent
problem, particularly in emerging economies. Furthermore, our means of protecting our proprietary rights may not be adequate.

Additionally, we actively protect the secrecy of our confidential information and trade secrets, including our source code.
If unauthorized disclosure of our source code occurs, we could potentially lose future trade secret protection for that source
code. The loss of future trade secret protection could make it easier for third parties to compete with our offerings by copying
functionality, which could adversely affect our financial performance and our reputation. We also seek to protect our
confidential information and trade secrets through the use of non-disclosure agreements with our employees, customers,
contractors, vendors and partners. However, it is possible that our confidential information and trade secrets may be disclosed
or published without our authorization. If this were to occur, it may be difficult and/or costly for us to enforce our rights, and
our financial performance and reputation could be negatively impacted.

We may face intellectual property infringement claims that could be costly to defend and result in the loss of significant rights.

2020 Annual Report

As more software patents are granted worldwide, the number of offerings and competitors in our industries grows and the
functionality of products in different industries overlaps, we expect that software developers will be increasingly subject to
infringement claims. Infringement or misappropriation claims have in the past been, and may in the future be, asserted against
us, and any such assertions could harm our business. Additionally, certain patent holders without products have become more
aggressive in threatening and pursuing litigation in attempts to obtain fees for licensing the right to use patents. Any such claims
or threats, whether with or without merit, have been and could in the future be time-consuming to defend, result in costly
litigation and diversion of resources, cause product delays or require us to enter into royalty or licensing agreements. In
addition, such royalty or license agreements, if required, may not be available on acceptable terms, if at all, which would likely
harm our business.

We rely on software from third parties, and a failure to properly manage our use of third-party software could result in
increased costs or loss of revenue.

Many of our products are designed to include software licensed from third parties. Such third-party software includes
software licensed from commercial suppliers and software licensed under public open source licenses. We have internal
processes to manage our use of such third-party software. However, if we fail to adequately manage our use of third-party
software, then we may be subject to copyright infringement or other third-party claims. If we are non-compliant with a license
for commercial software, then we may be required to pay penalties or undergo costly audits pursuant to the license agreement.
In the case of open-source software licensed under certain “copyleft” licenses, the license itself may require, or a court-imposed
remedy for non-compliant use of the open source software may require, that proprietary portions of our own software be
publicly disclosed or licensed. This could result in a loss of intellectual property rights, increased costs, damage to our
reputation and/or a loss of revenue.

2020 Form 10-K 25

 From time to time we realign or introduce new business and sales initiatives; if we fail to successfully execute and manage
these initiatives, our results of operations could be negatively impacted.

As part of our effort to accommodate our customers' needs and demands and the rapid evolution of technology, we from
time to time evolve our business and sales initiatives such as realigning our development and marketing organizations, offering
software as a service, and realigning our internal resources in an effort to improve efficiency. We may take such actions without
clear indications that they will prove successful, and at times, we have been met with short-term challenges in the execution of
such initiatives. Market acceptance of any new business or sales initiative is dependent on our ability to match our customers'
needs at the right time and price. Often, we have limited prior experience and operating history in these new areas of emphasis.
If any of our assumptions about expenses, revenue or revenue recognition principles from these initiatives proves incorrect, or
our attempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, and our
financial results will be negatively impacted.

Net revenue, ARR, billings, earnings, cash flow or subscriptions shortfalls or the volatility of the market generally may cause
the market price of our stock to decline.

The market price for our common stock has experienced significant fluctuations and may continue to fluctuate
significantly. The market price for our common stock may be affected by a number of factors, including the other factors
described in this Part I, Item 1A and the following:

• shortfalls in our expected financial results, including net revenue, ARR, billings, earnings and cash flow or key
performance metrics, such as subscriptions, and how those results compare to securities analyst expectations, including
whether those results fail to meet, exceed, or significantly exceed securities analyst expectations;
2020 Annual Report

• quarterly variations in our or our competitors' results of operations;

• general socio-economic, political or market conditions;

• changes in forward-looking estimates of future results, how those estimates compare to securities analyst expectations,
or changes in recommendations or confusion on the part of analysts and investors about the short-term and long-term
impact to our business;

• uncertainty about certain governments' abilities to repay debt or effect fiscal policy;

• the announcement of new offerings or enhancements by us or our competitors;

• unusual events such as significant acquisitions, divestitures, regulatory actions, and litigation;

• changes in laws, rules, or regulations applicable to our business;

• outstanding debt service obligations; and

• other factors, including factors unrelated to our operating performance, such as instability affecting the economy or the
operating performance of our competitors.

Significant changes in the price of our common stock could expose us to costly and time-consuming litigation.
Historically, after periods of volatility in the market price of a company's securities, a company becomes more susceptible to
securities class action litigation. This type of litigation is often expensive and diverts management's attention and resources.

Our business could be adversely affected if we are unable to attract and retain key personnel.

Our success and ability to invest and grow depend largely on our ability to attract and retain highly skilled technical,
professional, managerial, sales, and marketing personnel. Historically, competition for these key personnel has been intense.
The loss of services of any of our key personnel (including key personnel joining our company through acquisitions), the
inability to retain and attract qualified personnel in the future, or delays in hiring required personnel, particularly engineering
and sales personnel, could make it difficult to meet key objectives, such as timely and effective product introductions and
financial goals.

2020 Form 10-K 26

Our investment portfolio consists of a variety of investment vehicles that are subject to interest rate trends, market volatility,
and other economic factors. If general economic conditions decline, this could cause the credit ratings of our investments to
deteriorate, illiquidity in the financial marketplace, and we may experience a decline in interest income and an inability to sell
our investments, leading to impairment in the value of our investments.

It is our policy to invest our cash, cash equivalents and marketable securities in highly liquid instruments with, and in the
custody of, financial institutions with high credit ratings and to limit the amounts invested with any one institution, type of
security and issuer. However, we are subject to general economic conditions, interest rate trends and volatility in the financial
marketplace that can affect the income that we receive from our investments, the net realizable value of our investments
(including our cash, cash equivalents and marketable securities) and our ability to sell them. Any one of these factors could
reduce our investment income, or result in material charges, which in turn could impact our overall net income (loss) and
earnings (loss) per share.

From time to time we make direct investments in privately held companies. Privately held company investments are
considered inherently risky. The technologies and products these companies have under development are typically in the early
stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in these
companies. The evaluation of privately held companies is based on information that we request from these companies, which is
not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is
subject to the timing and accuracy of the data received from these companies.

A loss on any of our investments may cause us to record an other-than-temporary impairment charge. The effect of this
charge could impact our overall net income (loss) and earnings (loss) per share. In any of these scenarios, our liquidity may be
negatively impacted, which in turn may prohibit us from making investments in our business, taking advantage of opportunities

2020 Annual Report

and potentially meeting our financial obligations as they come due.

We are subject to legal proceedings and regulatory inquiries, and we may be named in additional legal proceedings or become
involved in regulatory inquiries in the future, all of which are costly, distracting to our core business and could result in an
unfavorable outcome, or a material adverse effect on our business, financial condition, results of operations, cash flows or the
trading prices for our securities.

We are involved in legal proceedings and receive inquiries from regulatory agencies. As the global economy has changed
and our business has evolved, we have seen an increase in litigation activity and regulatory inquiries. Like many other high
technology companies, the number and frequency of inquiries from U.S. and foreign regulatory agencies we have received
regarding our business and our business practices, and the business practices of others in our industry, have increased in recent
years. In the event that we are involved in significant disputes or are the subject of a formal action by a regulatory agency, we
could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes. Any claims or
regulatory actions initiated by or against us, whether successful or not, could result in expensive costs of defense, costly
damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant
dedication of management time, diversion of significant operational resources, or otherwise harm our business. In any of these
cases, our financial results, results of operations, cash flows or the trading prices for our securities could be negatively
impacted.

Changes in tax rules and regulations, and uncertainties in interpretation and application, could materially affect our tax
obligations and effective tax rate.

We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our effective tax
rate is primarily based on our expected geographic mix of earnings, statutory rates, intercompany arrangements, including the
manner we develop, value and license our intellectual property, and enacted tax rules. Significant judgment is required in
determining our effective tax rate and in evaluating our tax positions on a worldwide basis. While we believe our tax positions,
including intercompany transfer pricing policies, are consistent with the tax laws in the jurisdictions in which we conduct our
business, it is possible that these positions may be overturned by jurisdictional tax authorities and may have a significant impact
on our effective tax rate.

Tax laws in the United States and in foreign tax jurisdictions are dynamic and subject to change as new laws are passed
and new interpretations of the law are issued or applied. For example, the U.S. government enacted significant tax law changes
in December 2017, the U.S. Tax Cuts and Jobs Act ("Tax Act"), which impacted our tax obligations and effective tax rate
beginning in our fiscal 2018 tax year. Due to the complexity and varying interpretations of the Tax Act, the U.S. Department of

2020 Form 10-K 27

 Treasury and other standard-setting bodies have been issuing and will continue to issue regulations and interpretative guidance
that could significantly impact how we will apply the law and the ultimate impact to our results of operations from the Tax Act,
including for our prior tax years.

Increasingly, governmental tax authorities are scrutinizing existing corporate tax regulatory and legal regimes. Many
countries in the European Union, as well as other countries and organizations such as the Organization for Economic
Cooperation and Development, are actively considering new taxing regimes and changes to existing tax laws that are contrary
to the way in which we have interpreted and historically applied the rules and regulations in our tax returns filed in such
jurisdictions. If U.S. or other foreign tax authorities change applicable tax laws or successfully challenge how or where our
profits are currently recognized, our overall taxes could increase, and our business, financial condition or results of operations
may be adversely impacted.

Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results
of operations.

Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or
varying interpretations of current accounting pronouncements or taxation practice could have a significant adverse effect on our
results of operations or the way we conduct our business. Further, such changes could potentially affect our reporting of
transactions completed before such changes are effective.

We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002
and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an
adverse effect on our stock price.
2020 Annual Report

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our
internal control over financial reporting. The report contains, among other matters, an assessment of the effectiveness of our
internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal
control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal
control over financial reporting identified by management.

If our management or independent registered public accounting firm identifies one or more material weaknesses in our
internal control over financial reporting, we would be unable to assert that such internal control over financial reporting is
effective. If we are unable to assert that our internal control over financial reporting is effective (or if our independent registered
public accounting firm is unable to express an opinion that our internal controls are effective), we could lose investor
confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our business and
stock price.

In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in
our consolidated financial statements, which, if not accurate, may significantly impact our financial results.

We make assumptions, judgments and estimates for a number of items, including revenue recognition for our hybrid
desktop software and cloud service subscriptions, the fair value of financial instruments, goodwill, long-lived assets and other
intangible assets, the realizability of deferred tax assets and the fair value of stock awards. We also make assumptions,
judgments and estimates in determining the accruals for employee related liabilities including commissions, bonuses, and
sabbaticals; and in determining the accruals for uncertain tax positions, partner incentive programs, product returns reserves,
allowances for doubtful accounts, asset retirement obligations and legal contingencies. These assumptions, judgments and
estimates are drawn from historical experience and various other factors that we believe are reasonable under the circumstances
as of the date of the consolidated financial statements. Actual results could differ materially from our estimates, and such
differences could significantly impact our financial results.

We rely on third-party technologies and if we are unable to use or integrate these technologies, our solutions and service
development may be delayed and our financial results negatively impacted.

We rely on certain software that we license from third parties, including software that is integrated with internally
developed software and used in our offerings to perform key functions. These third-party software licenses may not continue to
be available on commercially reasonable terms, and the software may not be appropriately supported, maintained or enhanced
by the licensors. The loss of licenses to, or inability to support, maintain and enhance any such software could result in

2020 Form 10-K 28

increased costs or delays until equivalent software can be developed, identified, licensed and integrated, which would likely
harm our business.

Disruptions with licensing relationships and third-party developers could adversely impact our business.

We license certain key technologies from third parties. Licenses may be restricted in the term or the use of such
technology in ways that negatively affect our business. Similarly, we may not be able to obtain or renew license agreements for
key technology on favorable terms, if at all, and any failure to do so could harm our business.

Our business strategy has historically depended in part on our relationships with third-party developers who provide
products that expand the functionality of our design software. Some developers may elect to support other products or may
experience disruption in product development and delivery cycles or financial pressure during periods of economic downturn.
In particular markets, such disruptions have in the past, and would likely in the future, negatively impact these third-party
developers and end users, which could harm our business.

Additionally, technology created by outsourced product development, whether outsourced to third parties or developed
externally and transferred to us through business or technology acquisitions, has certain additional risks such as effective
integration into existing products, adequate transfer of technology know-how and ownership and protection of transferred
intellectual property.

As a result of our strategy of partnering with other companies for product development, our product delivery schedules could
be adversely affected if we experience difficulties with our product development partners.

We partner with certain independent firms and contractors to perform some of our product development activities. We
believe our partnering strategy allows us to, among other things, achieve efficiencies in developing new products and

2020 Annual Report

maintaining and enhancing existing product offerings. Our partnering strategy creates a dependency on such independent
developers. Independent developers, including those who currently develop solutions for us in the U.S. and throughout the
world, may not be able or willing to provide development support to us in the future. In addition, use of development resources
through consulting relationships, particularly in non-U.S. jurisdictions with developing legal systems, may be adversely
impacted by, and expose us to risks relating to, evolving employment, export and intellectual property laws. These risks could,
among other things, expose our intellectual property to misappropriation and result in disruptions to product delivery schedules.

Our business may be significantly disrupted upon the occurrence of a catastrophic event.

Our business is highly automated and relies extensively on the availability of our network and data center infrastructure,
our internal technology systems and our websites. We also rely on hosted computer services from third parties for services that
we provide to our customers and computer operations for our internal use. The failure of our systems or hosted computer
services due to a catastrophic event, such as an earthquake, fire, flood, tsunami, weather event, telecommunications failure,
power failure, cyber attack, terrorism, or war, could adversely impact our business, financial results and financial condition. We
have developed disaster recovery plans and maintain backup systems in order to reduce the potential impact of a catastrophic
event, however there can be no assurance that these plans and systems would enable us to return to normal business operations.
In addition, any such event could negatively impact a country or region in which we sell our products. This could in turn
decrease that country's or region's demand for our products, thereby negatively impacting our financial results.

If we were required to record an impairment charge related to the value of our long-lived assets, or an additional valuation
allowance against our deferred tax assets, our results of operations would be adversely affected.

Our long-lived assets are tested for impairment if indicators of impairment exist. If impairment testing shows that the
carrying value of our long-lived assets exceeds their estimated fair values, we would be required to record a non-cash
impairment charge, which would decrease the carrying value of our long-lived assets, as the case may be, and our results of
operations would be adversely affected. Our deferred tax assets include net operating loss, amortizable tax assets and tax credit
carryforwards that can be used to offset taxable income and reduce income taxes payable in future periods. Each quarter, we
assess the need for a valuation allowance, considering both positive and negative evidence to determine whether all or a portion
of the deferred tax assets are more likely than not to be realized. In fiscal 2016, and in fiscal 2018, we determined that it was
more likely than not that Autodesk would not realize our U.S. and Singapore deferred tax assets, respectively, and established a
valuation allowance against the deferred tax assets. We continued to have a full valuation allowance against our U.S., Canada
and Netherlands and released our valuation allowance against our Singapore deferred tax assets in fiscal 2020. Release of the
Singapore valuation allowance resulted in a material benefit in the fourth quarter. Changes in the amount of the U.S. and

2020 Form 10-K 29

 foreign jurisdictions valuation allowance could also result in a material non-cash expense or benefit in the period in which the
valuation allowance is adjusted and our results of operations could be materially affected. We will continue to perform these
tests on our worldwide deferred tax assets, incorporating the complex interplays of U.S. global taxation of earnings under the
Tax Act, any future adjustments to the realizability of our deferred tax assets may have a material effect on our financial
condition and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We lease approximately 2,200,000 square feet of office space in 106 locations in the United States and internationally
through our foreign subsidiaries. Our executive offices are in leased office space in San Francisco, California, and our corporate
headquarters are in leased office space in San Rafael, California. Our San Rafael facilities consist of approximately 162,000
square feet under leases that have expiration dates ranging from January 2023 to December 2024. Our San Francisco facilities
consist of approximately 328,000 square feet under leases that have expiration dates ranging from December 2020 to June
2026. We and our foreign subsidiaries lease additional space in various locations throughout the world for local sales, product
development, and technical support personnel.

All facilities are in good condition. Our facilities are operating at capacities averaging 85% occupancy worldwide as of
January 31, 2020. We believe that our existing facilities and offices are adequate to meet our requirements for the foreseeable
future. See Note 9, “Leases,” in the Notes to Consolidated Financial Statements for more information about our lease
commitments.
2020 Annual Report

ITEM 3. LEGAL PROCEEDINGS

We are involved in a variety of claims, suits, investigations, inquiries and proceedings in the normal course of business
activities including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of
unauthorized use, business practices, and other matters. In our opinion, resolution of pending matters is not expected to have a
material adverse impact on our consolidated results of operations, cash flows, or financial position. Given the unpredictable
nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings
could in the future materially affect our results of operations, cash flows, or financial position in a particular period, however,
based on the information known by us as of the date of this filing and the rules and regulations applicable to the preparation of
our financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such
potential loss.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2020 Form 10-K 30

 PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION FOR COMMON STOCK

Our common stock is traded on the Nasdaq Global Select Market under the symbol ADSK.

DIVIDEND POLICY

We anticipate that, for the foreseeable future, we will not pay any cash or stock dividends.

STOCKHOLDERS

As of January 31, 2020, the number of common stockholders of record was 352. Because many of our shares of common
stock are held by brokers or other institutions on behalf of stockholders, we are unable to estimate the total number of
stockholders represented by the record holders.

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

2020 Annual Report

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.

The following table provides information about the repurchase of common stock in open-market transactions during the
quarter ended January 31, 2020:
Total Number of
Average Shares Purchased Maximum Number of Shares
Total Number of Price Paid per as Part of Publicly Announced that May Yet Be Purchased
(Shares in millions) Shares Purchased Share Plans or Programs(1) Under the Plans or Programs(2)
November 1 - November 30 — $ — — 15.7
December 1 - December 31 0.4 182.41 0.4 15.3
January 1 - January 31 0.6 193.71 0.6 14.7
Total 1.0 $ 189.52 1.0
____________________
(1) Represents shares purchased in open-market transactions under the stock repurchase program approved by the Board of Directors.
(2) These amounts correspond to the plan publicly announced and approved by the Board of Directors in September 2016 that authorizes
the repurchase of 30.0 million shares. The plan does not have a fixed expiration date.

SALES OF UNREGISTERED SECURITIES

There were no sales of unregistered securities during the three months ended January 31, 2020.

2020 Form 10-K 31

 COMPANY STOCK PERFORMANCE

The following graph shows a five-year comparison of cumulative total return (equal to dividends plus stock appreciation)
for our Common Stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S. Software Index. The following graph
and related information will not be deemed to be “soliciting material” or to be “filed” with the SEC, nor will such information
be incorporated by reference into any filing pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate it by reference into such filing.
Comparison of Five Year Cumulative Total Stockholder Return (1)
2020 Annual Report

___________________
(1) Assumes $100 invested on January 31, 2015, in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S.
Software Index, with reinvestment of all dividends. Total stockholder returns for prior periods are not an indication of future investment
returns.

2020 Form 10-K 32

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial data is not necessarily indicative of results of future operations, and should
be read in conjunction with Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,”
and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K to fully understand
factors that may affect the comparability of the information presented below. The financial data for the fiscal years ended
January 31, 2020 and 2019, are derived from, and are qualified by reference to, the audited consolidated financial statements
that are included in this Form 10-K. The Consolidated Statements of Operations and the Consolidated Statements of Cash
Flows data for the fiscal year ended January 31, 2018, are derived from, and are qualified by reference to, the audited
consolidated financial statements that are included in this Form 10-K. The Consolidated Balance Sheet data for the fiscal year
ended January 31, 2018, and the remaining financial data for the fiscal years ended January 31, 2017 and 2016, are derived
from audited, consolidated financial statements which are not included in this Form 10-K.
Fiscal Year Ended January 31,
2020 (1) 2019 (2) 2018 2017 2016
(In millions, except per share data)
Net revenue $ 3,274.3 $ 2,569.8 $ 2,056.6 $ 2,031.0 $ 2,504.1
Income (loss) from operations 343.0 (25.0) (509.1) (499.6) 1.3
Net income (loss) 214.5 (80.8) (566.9) (582.1) (330.5)
Cash flow from operations $ 1,415.1 $ 377.1 $ 0.9 $ 169.7 $ 414.0
Common stock data:
Basic net income (loss) per share $ 0.98 $ (0.37) $ (2.58) $ (2.61) $ (1.46)
Diluted net income (loss) per share

2020 Annual Report

$ 0.96 $ (0.37) $ (2.58) $ (2.61) $ (1.46)
Balance sheet data:
Total assets $ 6,179.3 $ 4,729.2 $ 4,113.6 $ 4,798.1 $ 5,515.3
Long-term liabilities 3,099.2 2,638.9 2,246.4 1,879.1 2,304.7
Stockholders’ (deficit) equity $ (139.1) $ (210.9) $ (256.0) $ 733.6 $ 1,619.6
____________________
(1) Reflects the impact of the adoption of a new accounting standard in fiscal year 2020, Accounting Standards Codification ("ASC") Topic
842. See Part II, Item 8, Note 1, Business and Summary of Significant Accounting Policies, Accounting Standards Adopted, of our
consolidated financial statements for additional information. Prior periods were not adjusted.
(2) Reflects the impact of the adoption of new accounting standards in fiscal year 2019 related to ASC Topic 606 and ASC Topic 340. Prior
periods were not adjusted.

2020 Form 10-K 33

 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The discussion in our MD&A and elsewhere in this Form 10-K contains trend analyses and other forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are any statements that look to future events and consist of, among other things, our
business strategies, including those discussed in “Strategy” and “Overview of Fiscal 2020” below, in “Results of Operations-
Impacts of COVID-19 to Autodesk’s Business,” future net revenue, operating expenses, recurring revenue, annualized recurring
revenue, net revenue retention rate, cash flow, remaining performance obligations, other future financial results (by product
type and geography), subscriptions and annualized revenue per subscription, the effectiveness of our efforts to successfully
manage transitions to new markets, our ability to increase our subscription base, expected market trends, the impact of planned
and past acquisitions and investment activities, the effects of global economic conditions, the effects of revenue recognition, the
effects of recently issued accounting standards, expectations regarding our cash needs, the effects of fluctuations in exchange
rates and our hedging activities on our financial results, our ability to successfully expand adoption of our products, our ability
to gain market acceptance of new business and sales initiatives, the impact of economic volatility and geopolitical activities in
certain countries, particularly emerging economy countries, the timing and amount of purchases under our stock buy-back
plan, and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results. In
addition, forward-looking statements also consist of statements involving expectations regarding product capability and
acceptance, statements regarding our liquidity and short-term and long-term cash requirements, as well as statements involving
trend analyses and statements including such words as “may,” “believe,” “could,” “anticipate,” “would,” “might,” “plan,”
“expect,” and similar expressions or the negative of these terms or other comparable terminology. These forward-looking
statements speak only as of the date of this Annual Report on Form 10-K and are subject to business and economic risks. As
such, our actual results could differ materially from those set forth in the forward-looking statements as a result of a number of
factors, including those set forth above in Part I, Item 1A, “Risk Factors,” and in our other reports filed with the U.S.
Securities and Exchange Commission. We assume no obligation to update the forward-looking statements to reflect events that
2020 Annual Report

occur or circumstances that exist after the date on which they were made, except as required by law.

STRATEGY

Autodesk makes software for people who make things. If you have ever driven a high-performance car, admired a
towering skyscraper, used a smartphone, or watched a great film, chances are you have experienced what millions of Autodesk
customers are doing with our software. We empower innovators to achieve the new possible - enabling them to discover first-
in-kind solutions to complex design challenges, deliver tangible outcomes in record time, and make data-powered decisions for
sustainable outcomes.

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 developed and sustained a compelling value proposition based upon desktop software for the personal
computer. Just as the transition from mainframes to personal computers transformed the industry over 30 years ago, the
software industry has undergone a transition from developing and selling perpetual licenses and on-premises products to
subscriptions and cloud-enabled technologies.

Product Evolution

To address this shift, Autodesk made a strategic decision to shift its business model from selling perpetual licenses and
maintenance plans to selling subscriptions.

Today, we offer subscriptions for individual products and Industry Collections, 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.

2020 Form 10-K 34

 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,
Shotgun, 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 new 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 new services.

Industry Collections provide our customers with increased access to a broader selection of Autodesk solutions and
services that exceeds those previously available in suites - simplifying the customers' ability to get access to a complete set of
tools for their industry.

We discontinued the sale of new commercial licenses of most individual software products in fiscal 2016. Additionally, in
fiscal 2018, we commenced a program to incentivize maintenance plan customers to move to subscription plan offerings,
maintenance-to-subscription ("M2S"), while at the same time increasing maintenance plan pricing over time for customers that
remain on maintenance plans. Since launching the program, a substantial majority of maintenance plan customers have
converted to subscription plan offerings. We will be retiring maintenance offerings as of Augest 7, 2021. Customers will have
a one-year period starting August 7, 2020, to convert a maintenance seat to subscription plan offerings.

To support our strategic priority of re-imagining construction, in fiscal 2019, we strengthened the foundation of our
construction solutions with both organic and inorganic investments. In addition to investing in our BIM 360 portfolio, we
acquired Assemble Systems for quantity take off functionality, PlanGrid for document-centric workflows and field execution,
and BuildingConnected for bidding and estimation processes. The broadened product portfolio, the Autodesk Construction
Cloud, has helped us expand our presence with sub-contractors, trades people, and building owners.

2020 Annual Report

As part of our manufacturing strategy, we continue to attract both global manufacturing leaders and disruptive startups
with our generative design and our Fusion 360 technology enhancements.

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. For example, in fiscal 2019, we
acquired Assemble Systems, a leading provider of key workflow software solutions, PlanGrid, a leading provider of
construction productivity software, and BuildingConnected, a leading pre-construction platform. We believe that these
acquisitions have enabled us to offer a more comprehensive, cloud-based construction platform. 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.

We evaluate annualized recurring revenue ("ARR"), growth of billings, and remaining performance obligations in
determining business momentum. To analyze progress, we have disaggregated our growth between the original maintenance
model and the subscription plan model. Maintenance plan subscriptions peaked in the fourth quarter of fiscal 2016 as we
discontinued selling new maintenance plan subscriptions in fiscal 2017, and we expect the number of these subscriptions to
keep declining over time as maintenance plan customers continue to convert to our subscription plans. We will be retiring
maintenance offerings as of August 7, 2021. Customers will have a one-year period starting August 7, 2020 to convert a
maintenance seat to subscription plan offerings.

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, 2020, 2019, and 2018.

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

2020 Form 10-K 35

 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 program 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, educational institutions, educators, 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.

Better World

To help our customers imagine, design, and make a better world, our sustainability initiatives focus our efforts on the
areas where we can have the greatest positive impact: products and support, catalyzing impact and innovation in our future
markets, and leading by example with our 100% renewable and sustainable business practices. Through our products and
services, we are supporting our customers to better understand and improve the environmental performance of everything they
2020 Annual Report

make and mitigate the causes and effects of climate change.

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.

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, educational institutions, 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

2020 Form 10-K 36

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.

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

2020 Annual Report

circumstance. In these instances, we use relevant information such as the sales channel and geographic region to determine the
SSP.

Privately Held Company Investments. Privately held 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 privately held 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 privately held debt and equity securities strategic investment portfolio quarterly for impairment. Our
impairment 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. If the investment is impaired, we record the investment at fair value by
recognizing an impairment through the consolidated statement of operations and establishing a new carrying value for the
investment.

Business Combinations. The assets acquired and liabilities assumed in a business combination are recorded based on
their estimated fair values at the acquisition date. 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

2020 Form 10-K 37

 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 sales, subscriptions and maintenance agreements, and acquired developed
technologies;

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

• 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 assessrecoverability 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
2020 Annual Report

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 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 valuation allowance, we consider all
available evidence including past operating results and estimates of future taxable income. As a result of cumulative losses
arising from our transition to a subscription model, we considered cumulative losses as a significant source of negative
evidence and recorded a valuation allowance against our deferred tax attributes in Canada, Netherlands and the U.S.
jurisdictions. We released the valuation allowance against our deferred tax attributes in Singapore in fiscal year 2020 as a result
of positive earnings in that jurisdiction.

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 federal and state deferred tax assets will be realized.

2020 Form 10-K 38

Each quarter we will continue to evaluate the positive and negative evidence of our ability to utilize our U.S. and foreign
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
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 2020

• Total net revenue was $3.27 billion during fiscal 2020, an increase of 27% compared to the prior fiscal year.

• Total ARR was $3.43 billion, an increase of 25% compared to the prior fiscal year.

2020 Annual Report

• Subscription plan ARR was $3.11 billion, an increase of 41% compared to the prior fiscal year.

• Deferred revenue was $3.01 billion, an increase of 44% compared to the prior fiscal year.

• Remaining performance obligations ("RPO") was $3.56 billion, an increase of approximately 33% compared to prior
fiscal year.

Revenue Analysis

During fiscal 2020, net revenue increased 27%, as compared to the prior fiscal year, primarily due to a 53% increase in
subscription revenue. The increase in subscription revenue was partially offset by a 39% 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 U.S. and international regions, including Tech Data
Corporation and its global affiliates (collectively, “Tech Data”). Total sales to Tech Data accounted for 35%, 35%, and 31% of
Autodesk's total net revenue during fiscal 2020, 2019, and 2018, respectively. During fiscal 2020, 2019, and 2018, Ingram
Micro accounted for 10%, 11%, and 8% of Autodesk's total net revenue. Should any of our agreements with Tech Data and
Ingram Micro be terminated for any reason, we believe the resellers and end users who currently purchase our products through
Tech Data and 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 and Ingram Micro.

Recurring Revenue, ARR and Net Revenue Retention Rate

In order to help better understand our financial performance we use several key performance metrics including recurring
revenue, ARR 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.

2020 Form 10-K 39

 The following table outlines our recurring revenue metric for the fiscal years ended January 31, 2020, 2019, and 2018:

Fiscal Year Change compared to Fiscal Year Change compared to Fiscal Year
Ended prior fiscal year end Ended prior fiscal year end Ended
January January January
31, 2020 $ % 31, 2019 $ % 31, 2018

Recurring Revenue (in millions) (1) $ 3,138.5 $ 701.3 29% $ 2,437.2 $ 554.9 29% $ 1,882.3
As a percentage of net revenue 96% 95% 92%
________________
(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.

The following table outlines our ARR metric as of fiscal years ended January 31, 2020 and 2019.
(in millions, except percentages) Change compared to
prior fiscal year Management Comments
January January
31, 2020 $ % 31, 2019
Up due to growth in all subscription
plan types, led by renewal product
subscription, which benefited from
Subscription plan ARR $ 3,109.3 $ 909.2 41 % $ 2,200.1 the success of the M2S program.
Down primarily due to the migration
of maintenance plan subscriptions to
subscription plan subscriptions with
Maintenance plan ARR 319.8 (229.5) (42)% 549.3 the M2S program.
2020 Annual Report

Total ARR (1) $ 3,429.1 $ 679.7 25 % $ 2,749.4

________________
(1) The acquisition of a business may cause variability in the comparison of ARR reported in this table above and ARR derived from the
revenue reported in the Consolidated Statements of Operations.

NR3 was within the approximate range of 110% and 120% as of January 31, 2020 and 2019.

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, 2020

Percent Constant currency Positive/negative/

change compared to percent neutral impact from
prior fiscal year (as change compared to foreign exchange
reported) prior fiscal year (1) rate changes
Net revenue 27% 28% Negative
Total spend 13% 14% Positive
________________
(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 (loss) 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.

2020 Form 10-K 40

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.

January 31, January 31,

(in millions) 2020 2019
Deferred revenue $ 3,007.1 $ 2,091.4
Unbilled deferred revenue 549.6 591.0
RPO $ 3,556.7 $ 2,682.4

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.

Balance Sheet and Cash Flow Items

At January 31, 2020, we had $1,843.7 million in cash and marketable securities. Our cash flow from operations increased
to $1,415.1 million for the fiscal year ended January 31, 2020, from $377.1 million for the fiscal year ended January 31, 2019.
We repurchased 2.7 million shares of our common stock for $455.5 million during fiscal 2020. Comparatively, we repurchased
2.2 million shares of our common stock for $292.5 million during fiscal 2019. Further discussion regarding the balance sheet
and cash flow activities are discussed below under the heading “Liquidity and Capital Resources.”

RESULTS OF OPERATIONS

2020 Annual Report

Impacts of COVID-19 to Autodesk’s Business

The impacts of the global emergence of COVID-19 on our business and financial results are currently unknown. We are
conducting business with substantial modifications to employee travel, employee work locations, and virtualization or
cancellation of certain sales and marketing events, among other modifications. We have observed other companies as well as
many governments taking precautionary and preemptive actions to address COVID-19, and they may take further actions that
alter their normal business operations. We will 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. It is not clear what the potential effects any such alterations or
modifications may have on our business, including the effects on our customers and prospects, or on our financial results.

Presentation of Operating Results and Other Financial Information

The revenue and spend balances included in the tables below during the fiscal years ended January 31, 2020 and 2019, are
calculated under Accounting Standard Update No. 2014-09, which codified new revenue recognition guidance under ASC
Topic 606.

Net Revenue by Income Statement Presentation

Subscription revenue consists of our term-based product subscriptions, cloud service offerings, and flexible enterprise
business arrangements. Revenue from these arrangements is recognized ratably over the contract term commencing when
delivered to our 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 services, and is recognized over time as the services
are performed. Other revenue also includes software license revenue from the sale of certain products which do not incorporate
substantial cloud functionalities and are recognized as the licenses are delivered to our customers.

2020 Form 10-K 41

 Fiscal Change compared to Fiscal
Year prior fiscal year Year
Ended Ended
January January
(in millions, except percentages) 31, 2020 $ % 31, 2019 Management Comments
Net revenue:
Subscription $ 2,751.9 $ 949.6 53 % $1,802.3 Up due to growth across all
subscription plan types, led by
renewal product subscription
revenue, which benefited from the
success of the M2S program. Also
contributing to the increase was
growth in new product subscriptions,
cloud service offerings (which
benefited from our acquisitions in the
fourth quarter of fiscal year 2019)
and EBA offerings.
Maintenance (1) 386.6 (248.5) (39)% 635.1 Down primarily due to the migration
of maintenance plan subscriptions to
subscription plan subscriptions with
the M2S program.

Total subscription and maintenance revenue 3,138.5 701.1 29 % 2,437.4

Other 135.8 3.4 3% 132.4

$ 3,274.3 $ 704.5 27 % $2,569.8

2020 Annual Report

Fiscal Change compared to Fiscal

Year prior fiscal year Year
Ended Ended
January January
(in millions, except percentages) 31, 2019 $ % 31, 2018 Management Comments
Net revenue:
Subscription $ 1,802.3 $ 908.0 102 % $ 894.3 Up due to growth across all
subscription types, led by product
subscription renewal revenue, which
benefited from the success of the
M2S program. Also contributing to
the growth was an increase in
revenue from new product
subscriptions and EBA offerings.
Maintenance (1) 635.1 (354.5) (36)% 989.6 Down primarily due to the migration
of maintenance plan subscriptions to
subscription plan subscriptions with
the M2S program.
Total subscription and maintenance revenue 2,437.4 553.5 29 % 1,883.9

Other 132.4 (40.3) (23)% 172.7

$ 2,569.8 $ 513.2 25 % $2,056.6

____________________
(1) We expect maintenance revenue will continue to decline; however, the rate of decline will vary based on the number of renewals, the
renewal rate, and our ability to incentivize maintenance plan customers to switch over to subscription plan offerings.

2020 Form 10-K 42

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 Change compared to Fiscal

Year prior fiscal year Year
Ended Ended
January January
(in millions, except percentages) 31, 2020 $ % 31, 2019 Management Comments
Net revenue by product family:
AEC $1,377.1 355.5 35% $1,021.6 Up due to an increases in revenue from AEC
collections, PlanGrid, EBAs, and BIM 360.

AutoCAD and AutoCAD LT 948.2 216.4 30% 731.8 Up due to increases in revenue from both
AutoCAD and AutoCAD LT.
MFG 726.1 109.9 18% 616.2 Up due to increases in revenue from MFG
Collections and EBAs.

M&E 199.2 17.2 9% 182.0 Up due to increases in revenue from Maya,

M&E Collections and 3DS Max.

Other 23.7 5.5 30% 18.2

$3,274.3 $ 704.5 27% $2,569.8

2020 Annual Report

Fiscal Fiscal
Year Change compared Year
Ended to prior fiscal year Ended
January January
(in millions, except percentages) 31, 2019 $ % 31, 2018 Management Comments
Net revenue by product family:
AEC $ 1,021.6 $ 234.1 30 % $ 787.5 Up due to an increase in AEC collections as
well as an increase in revenue from EBAs and
our individual product offering, Revit.
AutoCAD and AutoCAD LT 731.8 170.4 30 % 561.4 Up due to increases in revenue from both
AutoCAD and AutoCAD LT.
MFG 616.2 87.4 17 % 528.8 Up due to an increase in MFG collections as
well as an increase in revenue from EBAs.
M&E 182.0 29.9 20 % 152.1 Up due to an increase in revenue from our
individual product offerings 3DS Max and
Maya.
Other 18.2 (8.6) (32)% 26.8
$ 2,569.8 $ 513.2 25 % $ 2,056.6

2020 Form 10-K 43

 Net Revenue by Geographic Area

Constant Constant
currency currency
Fiscal Year change Fiscal Year change Fiscal Year
Ended compared Ended compared Ended
January Change compared to prior January Change compared to prior January
31, 2020 to prior fiscal year fiscal year 31, 2019 to prior fiscal year fiscal year 31, 2018
(in millions, except percentages) $ % % $ % %

Net revenue:
Americas
U.S. $ 1,108.9 $ 234.3 27% * $ 874.6 $ 134.2 18% * $ 740.4
Other Americas 226.9 51.6 29% * 175.3 44.6 34% * 130.7
Total Americas 1,335.8 285.9 27% 27% 1,049.9 178.8 21% 20% 871.1
EMEA 1,303.5 269.2 26% 26% 1,034.3 218.9 27% 24% 815.4
APAC 635.0 149.4 31% 32% 485.6 115.5 31% 31% 370.1
Total net revenue $ 3,274.3 $ 704.5 27% 28% $ 2,569.8 $ 513.2 25% 24% $ 2,056.6

Emerging economies $ 396.2 $ 88.8 29% 29% $ 307.4 $ 80.9 36% 34% $ 226.5
____________________
* 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
2020 Annual Report

conditions in the countries that contribute a significant portion of our net revenue, including in emerging economies such as
Brazil, Russia, India, and China, 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 in the global market may impact our future financial
results.

2020 Form 10-K 44

Net Revenue by Sales Channel

Fiscal Change compared to Fiscal

Year prior fiscal year Year
Ended Ended
January January
(in millions, except percentages) 31, 2020 $ % 31, 2019 Management Comments
Net revenue by sales channel:
Indirect $2,282.2 $ 451.4 25% $ 1,830.8 Up due to an increase in subscription
revenue offset by lower maintenance plan
subscriptions as we continue to migrate
customers to subscriptions through the M2S
program.

Direct 992.1 253.1 34% 739.0 Up due to an increase in revenue from our
acquisitions in the fourth quarter of fiscal
year 2019, EBAs, and our online Autodesk
branded store
Total net revenue $3,274.3 $ 704.5 27% $ 2,569.8

Fiscal Change compared to Fiscal

Year prior fiscal year Year
Ended Ended
January January
(in millions, except percentages) 31, 2019 $ % 31, 2018 Management Comments

2020 Annual Report

Net revenue by sales channel:
Indirect $1,830.8 $ 387.0 27% $ 1,443.8 Up due to an increase in subscription
revenue.
Direct 739.0 126.2 21% 612.8 Up due to an increase in revenue from
EBAs and our online Autodesk branded
store.
Total net revenue $2,569.8 $ 513.2 25% $ 2,056.6

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, including allocated IT and 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, and stock-based compensation expense.

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, direct material and overhead charges, allocated IT and facilities costs, professional services fees and
royalties. Direct material and overhead charges include the cost associated with electronic and physical fulfillment.

Cost of revenue, at least over the near term, is affected by labor costs, 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 and employee stock-based compensation expense.

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 payment processing fees, the cost of supplies and equipment,
gains and losses on our operating expense cash flow hedges, allocated IT and facilities costs, and labor costs associated with
sales and order management.

2020 Form 10-K 45

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

General and administrative expenses include salaries, bonuses, acquisition-related transition costs, 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, certain foreign business taxes, gains and losses on our operating expense cash flow hedges, expense of
travel, entertainment and training, net IT and facilities costs, and the cost of supplies and equipment.

Fiscal Year Change compared to Fiscal Year

Ended prior fiscal year Ended
January January
(In millions, except percentages) 31, 2020 $ % 31, 2019 Management Comments
Cost of revenue:
Subscription and $ 223.9 $ 7.9 4 % $ 216.0 Up due to an increase in cloud hosting and employee-
maintenance related costs driven by higher headcount.

Other 66.5 12.1 22 % 54.4 Up due to an increase in employee-related costs due to

higher headcount.

Amortization of 34.5 19.0 123 % 15.5 Up due to an increase in amortization expense from
developed technology acquired developed technologies as a result of our
acquisitions in the fourth quarter of fiscal year 2019.
2020 Annual Report

Total cost of revenue $ 324.9 $ 39.0 14 % $ 285.9

Operating expenses:
Marketing and sales $ 1,310.3 $ 126.4 11 % $ 1,183.9 Up primarily due to increased employee-related costs
driven by higher headcount as well as an increase in
stock-based compensation expense driven by awards
granted and assumed through our acquisitions in the
fourth quarter of fiscal 2019.

Research and development 851.1 126.1 17 % 725.0 Up primarily due to increased employee-related costs
driven by higher headcount as well as an increase in
stock-based compensation expense driven by awards
granted and assumed through our acquisitions in the
fourth quarter of fiscal 2019.

General and administrative 405.6 65.5 19 % 340.1 Up primarily due to an increase in stock-based
compensation expense driven by awards granted and
assumed through our acquisitions in the fourth quarter
of fiscal 2019 as well as increased employee-related
costs driven by higher headcount.

Amortization of purchased 38.9 20.9 116 % 18.0 Up due to an increase in amortization expense from
intangibles acquired purchased intangibles as a result of our
acquisitions in the fourth quarter of fiscal year 2019.

Restructuring and other 0.5 (41.4) (99)% 41.9 Decreased as we substantially completed the actions
exit costs, net authorized under the Fiscal 2018 restructuring plan.

Total operating expenses $ 2,606.4 $ 297.5 13 % $ 2,308.9

2020 Form 10-K 46

 Fiscal Year Change compared to Fiscal Year
Ended prior fiscal year Ended
January January
(In millions, except percentages) 31, 2019 $ % 31, 2018 Management comments
Cost of revenue:
Subscription and Up primarily due to an increase in cloud hosting costs
maintenance partially offset by a decrease in royalty and
$ 216.0 $ 1.6 1 % $ 214.4 depreciation expense.
Other Down primarily due to lower employee-related costs
from reduced headcount associated with the Fiscal
54.4 (18.2) (25)% 72.6 2018 Plan restructuring and lower professional fees.
Amortization of Down as previously acquired developed technologies
developed technology 15.5 (0.9) (5)% 16.4 continue to become fully amortized.
Total cost of revenue $ 285.9 $ (17.5) (6)% $ 303.4

Operating expenses:
Marketing and sales Up due to increased employee-related costs driven by
higher headcount, as well as higher cloud hosting costs
$ 1,183.9 $ 96.6 9 % $ 1,087.3 and professional fees.
Research and development Down due to a decrease in employee-related costs from
lower headcount associated with the Fiscal 2018 plan
restructuring partially offset by higher professional
725.0 (30.5) (4)% 755.5 fees.
General and administrative Up primarily due to higher professional fees,
employee-related costs and facilities costs, partially

2020 Annual Report

340.1 34.9 11 % 305.2 offset by lower employee benefits costs.
Amortization of purchased Down as previously acquired intangible assets continue
intangibles 18.0 (2.2) (11)% 20.2 to become fully amortized.
Restructuring and other Down as we substantially completed the reduction in
exit costs, net force and facilities consolidation of the Fiscal 2018
41.9 (52.2) (55)% 94.1 Plan.
Total operating expenses $ 2,308.9 $ 46.6 2 % $ 2,262.3

The following table highlights our expectation for the absolute dollar change and percent of revenue change for fiscal 2021 as
compared to fiscal 2020:
Percent of net revenue
Absolute dollar impact impact
Cost of revenue increase decrease
Marketing and sales increase decrease
Research and development increase decrease
General and administrative increase decrease
Amortization of purchased intangibles decrease decrease

2020 Form 10-K 47

 Interest and Other Expense, Net

The following table sets forth the components of interest and other expense, net:
Fiscal year ended January 31,
2020 2019 2018
(in millions)
Interest and investment expense, net $ (54.0) $ (52.1) $ (34.5)
Gain (loss) on foreign currency 3.9 5.1 (3.3)
(Loss) gain on strategic investments (3.3) 12.5 (16.4)
Other income 5.2 16.8 6.0
Interest and other expense, net $ (48.2) $ (17.7) $ (48.2)

Interest and other expense, net, increased by $30.5 million during fiscal 2020, as compared to fiscal 2019. This was
primarily driven by losses in the current year versus gains in the previous year for unrealized gain (loss) on our privately-held
strategic investments, curtailment gains on our pension plans in the prior period and an increase in interest expense resulting
from our term loan entered into on December 17, 2018, in aggregate principal amount of $500.0 million, which has been paid in
full as of January 31, 2020. The increase in interest and other expense, net, was partially offset by mark-to-market gains in the
current year versus losses in the prior year on marketable securities.

Interest and other expense, net, positively changed $30.5 million during fiscal 2019, as compared to fiscal 2018, primarily
driven by curtailment gains on our pension plans, mark-to-market gains on certain of our privately-held strategic investments,
realized gains on sales of strategic investments, offset by an increase in interest expense resulting from our term loan entered
2020 Annual Report

into on December 17, 2018 in aggregate principal amount of $500 million and mark-to-market losses 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.

Income tax expense was $80.3 million and $38.1 million for fiscal 2020 and 2019, respectively, relative to pre-tax income
of $294.8 million and pre-tax losses of $42.7 million, respectively, for the same periods. Tax expense for fiscal 2020 consists
primarily of foreign tax expense, including withholding tax, and U.S. tax amortization on indefinite-lived intangibles offset by a
benefit for the release of the Singapore valuation allowance. Tax expense for fiscal 2019 consisted of foreign tax expense,
including withholding tax, and U.S. tax amortization on indefinite-lived intangibles offset by a tax benefit from the release of
valuation allowance from acquired deferred tax liabilities and a tax benefit for the release of uncertain tax positions upon
finalization of IRS examination. We recorded a tax benefit of the Tax Act in our financial statements as of January 31, 2018 of
approximately $32.3 million mainly driven by the corporate rate re-measurement of the indefinite-lived intangible deferred tax
liability.

The Tax Act provided broad and significant changes to the U.S. corporate income tax regime. In light of our fiscal year-
end, the Tax Act reduced the statutory federal corporate rate from 35% to 34% for fiscal 2018 and to 21% for fiscal 2019 and
forward. The Tax Act also, among many other provisions, imposed a one-time mandatory tax on accumulated earnings of
foreign subsidiaries (commonly referred to as the "transition tax") to which we were subject in our fiscal year 2018, subjects the
deemed intangible income of our foreign subsidiaries to current U.S. taxation (commonly referred to as "GILTI"), provides for a
full dividends received deduction upon repatriation of untaxed earnings of our foreign subsidiaries, imposes a minimum
taxation (without most tax credits) on modified taxable income, which is generally taxable income without deductions for
payments to related foreign companies (commonly referred to as “BEAT”), modifies the accelerated depreciation deduction

2020 Form 10-K 48

rules, and made updates to the deductibility of certain expenses. We have completed our determination of the accounting
implications of the Tax Act on our tax accruals. The U.S. global taxation resulting from the significant changes of the Tax Act
could have a material effect on our future judgment of the realization of the net U.S. deferred tax assets.

As of January 31, 2018, we estimated taxable income associated with offshore earnings of $831.5 million, and as of
January 31, 2019, we adjusted the taxable income to $819.6 million for transition tax. We had an incremental adjustment to our
transition tax in our fiscal year 2020 of $45.5 million, as a result of additional Treasury Regulations published this year.
Transition tax related to adjustments in the offshore earnings or correlated foreign tax credits resulted in no impact to the
effective tax rate as it is primarily offset by net operating losses that are subject to a full valuation allowance. As a result of
transition tax, we recorded a deferred tax asset of approximately $43.2 million for foreign tax credits, which are also subject to
a full valuation allowance.

We have not had a GILTI inclusion in fiscal 2019 and fiscal 2020 resulting in no impact to the effective tax rate. We
anticipate we will be subject to GILTI in fiscal 2021, resulting in utilization of carryforward net operating losses. Given the
increase in our global earnings in the current year and expectation of continued increase in global earnings, the Company
anticipates a significant increase in U.S. taxable income beginning fiscal 2021. Moreover, if we are subject to GILTI in fiscal
2021, the inclusion of foreign earnings will be positive evidence in our evaluation of our need for a valuation allowance on the
U.S. deferred tax assets.

We anticipate that the U.S. Department of Treasury and other standard-setting bodies will continue to interpret or issue
guidance on how provisions of the Tax Act will be applied or otherwise administered. As future guidance is issued, we may
make adjustments to amounts that we have previously recorded that may materially impact our financial statements in the
period in which the adjustments are made.

2020 Annual Report

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 our fiscal year 2016, we considered
cumulative losses in the U.S. from our business model transition as a significant source of negative evidence. Considering this
negative evidence and the absence of sufficient positive objective evidence that we would generate sufficient taxable income in
the U.S. to realize the deferred tax assets, we determined that it was more likely than not that we would not realize the U.S.
federal and state deferred tax assets and recorded a full valuation allowance. Foreign operation in the Netherlands and Canada
that generated non-deductible interest expense and future creditable research and development in excess of earnings,
respectively, also resulted in the historic recording of a full valuation under the more-likely-than-not realizability criteria.
Furthermore, in the first quarter of fiscal 2018, our Singapore operation, similar to the U.S. incurred cumulative losses and
recorded a full valuation allowance against the net deferred tax asset. As a result of positive earnings in Singapore, our
valuation allowance was released in our fiscal year 2020 resulting in a $42.0 million non-cash benefit to earnings. Future
sources of taxable income from book earning trends and reversal of deferred temporary taxable differences, including the
interplays of the Tax Act on U.S. global taxable income, will continue to be monitored by the company for future release of our
valuation allowances. 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 federal and state deferred tax assets will be realized.

As of January 31, 2020, we had $220.6 million of gross unrecognized tax benefits, of which $203.7 million would reduce
our valuation allowance, if recognized. The remaining $16.9 million would impact the effective tax rate. It is possible that the
amount of unrecognized tax benefits will change in the next twelve months; however, an estimate of the range of the possible
change cannot be made at this time.

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 including impacts of the Tax Act. A significant amount of our
earnings is generated by our Europe 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.

2020 Form 10-K 49

 At January 31, 2020, we had non-current foreign net deferred tax assets of $56.4 million that management believes are
more likely than not to be realized in future years.

For additional information regarding our income tax provision and reconciliation of our effective rate to the federal
statutory rate of 21%, see Part II, Item 8, Note 5, “Income Taxes,” in the Notes to Consolidated Financial Statements.

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, 2020, 2019, and 2018, our gross profit, gross margin, income (loss) from operations, operating margin, net
income (loss), diluted net income (loss) per share and diluted shares used in per share calculation on a GAAP and non-GAAP
basis were as follows (in millions except for gross margin, operating margin, and per share data):
Fiscal Year Ended January 31,
2020 2019 2018
(Unaudited)
Gross profit $ 2,949.4 $ 2,283.9 $ 1,753.2
Non-GAAP gross profit $ 3,004.0 $ 2,317.0 $ 1,785.5
Gross margin 90% 89 % 85 %
Non-GAAP gross margin 92% 90 % 87 %
Income (loss) from operations $ 343.0 $ (25.0) $ (509.1)
Non-GAAP income (loss) from operations
2020 Annual Report

$ 802.6 $ 316.0 $ (112.0)

Operating margin 10% (1)% (25)%
Non-GAAP operating margin 25% 12 % (5)%
Net income (loss) $ 214.5 $ (80.8) $ (566.9)
Non-GAAP net income (loss) $ 621.2 $ 223.3 $ (106.3)
Diluted net income (loss) per share $ 0.96 $ (0.37) $ (2.58)
Non-GAAP diluted net income (loss) per share $ 2.79 $ 1.01 $ (0.48)
GAAP diluted weighted average shares used in per share calculation 222.5 218.9 219.5
Non-GAAP diluted weighted average shares used in per share calculation 222.5 222.0 219.5

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 help them 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.

2020 Form 10-K 50

 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.

2020 Annual Report

2020 Form 10-K 51

 RECONCILATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(In millions except for gross margin, operating margin, and per share data) (1):
Fiscal Year Ended January 31,
2020 2019 2018
(Unaudited)
Gross profit $ 2,949.4 $ 2,283.9 $ 1,753.2
Stock-based compensation expense 19.6 17.6 15.9
Acquisition related costs 0.5 — —
Amortization of developed technologies 34.5 15.5 16.4
Non-GAAP gross profit $ 3,004.0 $ 2,317.0 $ 1,785.5
Gross margin 90% 89 % 85 %
Stock-based compensation expense 1% 1% 1%
Amortization of developed technologies 1% 1% 1%
Non-GAAP gross margin (1) 92% 90 % 87 %
Income (loss) from operations $ 343.0 $ (25.0) $ (509.1)
Stock-based compensation expense 362.4 249.5 245.0
Amortization of developed technologies 34.5 15.5 16.4
Amortization of purchased intangibles 38.9 18.0 20.2
CEO transition costs (2) — (0.1) 21.4
2020 Annual Report

Acquisition related costs 23.3 16.2 —

Restructuring and other exit costs, net 0.5 41.9 94.1
Non-GAAP income (loss) from operations $ 802.6 $ 316.0 $ (112.0)
Operating margin 10% (1)% (25)%
Stock-based compensation expense 11% 10 % 12 %
Amortization of developed technologies 1% 1% 1%
Amortization of purchased intangibles 1% 1% 1%
CEO transition costs (2) —% —% 1%
Acquisition related costs 1% 1% —%
Restructuring and other exit costs, net —% 1% 5%
Non-GAAP operating margin (1) 25% 12 % (5)%
Net income (loss) $ 214.5 $ (80.8) $ (566.9)
Stock-based compensation expense 362.4 249.5 245.0
Amortization of developed technologies 34.5 15.5 16.4
Amortization of purchased intangibles 38.9 18.0 20.2
CEO transition costs (2) — (0.1) 21.4
Acquisition related costs 23.3 16.2 —
Restructuring and other exit costs, net 0.5 31.7 94.1
Loss (gain) on strategic investments 3.2 (12.5) 16.5
Release of valuation allowance on deferred tax assets (3) (40.4) (16.8) —
Discrete tax provision items 2.1 (14.6) (20.7)
Income tax effect of non-GAAP adjustments (17.8) 17.2 67.7
Non-GAAP net income (loss) $ 621.2 $ 223.3 $ (106.3)

2020 Form 10-K 52

 Fiscal Year Ended January 31,
2020 2019 2018
(Unaudited)
Diluted net income (loss) per share $ 0.96 $ (0.37) $ (2.58)
Stock-based compensation expense 1.63 1.12 1.11
Amortization of developed technologies 0.16 0.08 0.08
Amortization of purchased intangibles 0.17 0.08 0.09
CEO transition costs (2) — — 0.09
Acquisition related costs 0.11 0.07 —
Restructuring and other exit costs, net — 0.14 0.43
Loss (gain) on strategic investments 0.01 (0.05) 0.08
Release of valuation allowance on deferred tax assets (3) (0.18) (0.08) —
Discrete tax provision items 0.01 (0.06) (0.09)
Income tax effect of non-GAAP adjustments (0.08) 0.08 0.31
Non-GAAP diluted net income (loss) per share $ 2.79 $ 1.01 $ (0.48)
_______________
(1) Totals may not sum due to rounding.
(2) CEO transition costs include stock-based compensation of $16.4 million related to the acceleration of eligible stock awards in
conjunction with the Company's former CEOs' transition agreements for the fiscal year ended January 31, 2018.
(3) Fiscal year 2019 balances previously presented in "Discrete tax provision items."

2020 Annual Report

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 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 was an indication that
the asset was 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.

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.

2020 Form 10-K 53

 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 dependent 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.

(Gain) loss on strategic investments and dispositions. We exclude gains and losses related to our strategic investments
and dispositions 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 on the derivative components, dividends received, realized gains and losses on the sales or losses on
the impairment of these investments and dispositions. We believe excluding these items is useful to investors because these
excluded items 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 items. We exclude the GAAP tax provision, including discrete items, from the non-GAAP measure of net
(loss) income, 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
2020 Annual Report

supplemental information about our operational performance.

Establishment (release) of a valuation allowance on certain net deferred tax assets. These are 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. In addition to operating expenses, we also use cash to
fund our stock repurchase program, repay existing debt and invest in our growth initiatives, which include acquisitions of
products, technology and businesses. See further discussion of these items below.

At January 31, 2020, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling
$1,843.7 million and net accounts receivable of $652.3 million. On March 4, 2020, we redeemed in full $450.0 million in
aggregate principal amount of our outstanding 3.125% senior notes due June 15, 2020. See Note 17, "Subsequent Events," for
further discussion on the repayment.

On December 17, 2018, Autodesk entered into a new Credit Agreement (the “Credit Agreement”) for an unsecured
revolving loan facility in the aggregate principal amount of $650.0 million, with an option to request increases in the amount of
the credit facility by up to an additional $350.0 million. The maturity date on the line of credit facility is December 2023. At
January 31, 2020, Autodesk had no outstanding borrowings on this line of credit. As of March 19, 2020, we have no amounts
outstanding under the credit facility. 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, we will not be able to draw on our credit facility.

2020 Form 10-K 54

 On December 17, 2018, we also entered into a Term Loan Agreement (the “Term Loan Agreement”) which provided for a
delayed draw term loan facility in the aggregate principal amount of $500.0 million. On December 19, 2018, we borrowed a
$500.0 million term loan under the Term Loan Agreement in connection with the acquisition of PlanGrid in December 2018.
See Part II, Item 8, Note 8, "Borrowing Arrangements," in the Notes to Consolidated Financial Statements for further
discussion on the Term Loan Agreement terms and Part II, Item 8, Note 6, "Acquisitions" for further discussion on the PlanGrid
acquisition. At January 31, 2020, the Term Loan Agreement was paid in full.

As of January 31, 2020, we have $2.1 billion aggregate principal amount of long-term notes payable outstanding, of
which $449.7 million is classified as "Current portion of long-term notes payable, net" in the Consolidated Balance Sheets in
Part II, Item 8. 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 $650.0 million line of credit.

Long-term cash requirements for items other than normal operating expenses are anticipated for the following: repayment
of debt; common stock repurchases; the acquisition of businesses, software products, or technologies complementary to our
business; and capital expenditures, including the purchase and implementation of internal-use software applications.

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, 2020, approximately 54% 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

2020 Annual Report

restrictions, foreign regulatory restrictions, company law restrictions such as negative distributable reserves, or adverse tax
costs. 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 a 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.” However, based on our current business plan and revenue prospects, we believe
that our existing balances, our anticipated cash flows from operations and our available 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) 2020 2019 2018
Net cash provided by operating activities $ 1,415.1 $ 377.1 $ 0.9
Net cash (used in) provided by investing activities (57.3) (710.4) 506.4
Net cash (used in) provided by financing activities (466.8) 151.9 (656.6)

Net cash provided by operating activities of $1.42 billion for fiscal 2020 consisted of $712.0 million of cash flow
provided by changes in operating assets and liabilities, $488.6 million of non-cash expenses, including stock-based
compensation expense, and depreciation, amortization and accretion expense, and our net income of $214.5 million.

The primary working capital source of cash was an increase in deferred revenue of $916.7 million from fiscal 2019. The
primary working capital uses of cash were increases in accounts receivable of $178.5 million, and decreases in accounts
payable and accrued liabilities of $90.8 million from fiscal 2019.

Net cash provided by operating activities of $377.1 million for fiscal 2019 consisted of $371.8 million of non-cash
expenses, including stock-based compensation expense, restructuring charges, net, depreciation, amortization and accretion
expense, offsetting our net loss of $80.8 million, and included $86.1 million of cash flow provided by changes in operating
assets and liabilities.

2020 Form 10-K 55

 Net cash used in investing activities was $57.3 million for fiscal 2020 and was primarily due to capital expenditures and
purchases of marketable securities. These cash outflows were partially offset by sales and maturities of marketable securities.

At January 31, 2020, our short-term investment portfolio had an estimated fair value of $69.0 million and a cost basis of
$59.9 million. The portfolio fair value consisted of $69.0 million of trading securities that were invested in a defined set of
mutual funds as directed by the participants in our Deferred Compensation Plan (see Note 7, “Deferred Compensation,” in the
Notes to Consolidated Financial Statements for further discussion).

Net cash used in investing activities was $710.4 million for fiscal 2019 and was primarily due to acquisitions, net of cash
acquired and purchases of marketable securities. These cash outflows were partially offset by sales and maturities of
marketable securities.

Net cash used in financing activities was $466.8 million in fiscal 2020 and was primarily due to repayment of debt and
repurchases of our common stock and taxes paid related to net share settlement of equity awards. These cash outflows were
partially offset by proceeds from debt issuance, net of discount and proceeds from issuance of common stock.

Net cash provided by financing activities was $151.9 million in fiscal 2019 and was primarily due to proceeds from debt
issuance, net of discount and proceeds from issuance of stock. These cash inflows were partially offset by repurchases of our
common stock and taxes paid related to net share settlement of equity awards.
2020 Annual Report

2020 Form 10-K 56

CONTRACTUAL OBLIGATIONS

The following table summarizes our significant financial contractual obligations at January 31, 2020, and the effect such
obligations are expected to have on our liquidity and cash flows in future periods.
Fiscal Fiscal
Fiscal years years
(in millions) Total year 2021 2022-2023 2024-2025 Thereafter Management Comments
Notes payable consist of the notes issued in
December 2012, June 2015, June 2017 and
January 2020 including interest. See Part II,
Item 8, Note 8, "Borrowing Arrangements," in
the Notes to Consolidated Financial Statements
Notes payable $ 2,483.1 $ 512.7 $ 463.5 $ 89.8 $ 1,417.1 for further discussion.
Operating lease obligations consist primarily of
obligations for real estate, vehicles and certain
Operating leases 526.9 60.4 175.3 123.6 167.6 equipment.

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,
IT infrastructure, marketing, and software
development services, as well as commitments

2020 Annual Report

related to our investment agreements with
Purchase obligations 402.0 89.3 133.1 176.1 3.5 limited liability partnership funds.
Deferred compensation 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
Deferred compensation our Notes to Consolidated Financial Statements
obligations 69.0 5.3 10.7 11.0 42.0 for further information regarding this plan.
Pension obligations relate to our obligations for
pension plans outside of the U.S. See Part II,
Item 8, Note 15, “Retirement Benefit Plans,” in
our Notes to Consolidated Financial Statements
for further information regarding these
Pension obligations 23.9 2.3 4.2 5.0 12.4 obligations.
Asset retirement obligations represent the
estimated costs to bring certain office buildings
Asset retirement that we lease back to their original condition
obligations 10.2 1.0 6.1 2.3 0.8 after the termination of the lease.
Total (1) $ 3,515.1 $ 671.0 $ 792.9 $ 407.8 $ 1,643.4
____________________
(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 liabilities 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.

2020 Form 10-K 57

 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 twelve months ended January 31, 2020, we repurchased 1.0 million and 2.7 million shares of our
common stock, respectively. At January 31, 2020, 14.7 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.

OFF-BALANCE SHEET ARRANGEMENTS

As of January 31, 2020, we did not have any significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K.
2020 Annual Report

2020 Form 10-K 58

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY EXCHANGE RISK

Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign
currency exchange rates. Our risk management strategy utilizes foreign currency contracts to manage our exposure to foreign
currency volatility that exists as part of our ongoing business operations. We utilize cash flow hedge contracts to reduce the
exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. In addition, we
use balance sheet hedge contracts to reduce the exchange rate risk associated primarily with foreign currency denominated
receivables and payables. As of January 31, 2020 and 2019, we had open cash flow and balance sheet hedge contracts with
future settlements generally within one to twelve months. Contracts were primarily denominated in euros, Japanese yen, British
pounds, Canadian dollars, Australian dollars, Singapore dollars, Swiss francs, Swedish krona, and Czech koruna. We do not
enter into foreign exchange derivative instruments for trading or speculative purposes. The notional amount of our option and
forward contracts was $1.72 billion and $1.38 billion at January 31, 2020 and 2019, respectively.

We use foreign currency contracts to reduce the exchange rate impact on the net revenue and operating expenses of
certain anticipated transactions. A sensitivity analysis performed on our hedging portfolio as of January 31, 2020, indicated that
a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, 2020 and 2019, would increase the fair value of
our foreign currency contracts by $158.8 million and $123.4 million, respectively. A hypothetical 10% depreciation of the dollar
from its value at January 31, 2020 and 2019, would decrease the fair value of our foreign currency contracts by $119.2 million
and $98.3 million, respectively.

INTEREST RATE RISK

2020 Annual Report

Interest rate movements affect both the interest income we earn on our short-term investments and the market value of
certain longer term securities. At January 31, 2020, we had $1.25 billion of cash equivalents and marketable securities,
including $69.0 million classified as short-term marketable securities. If interest rates were to move up by 50 or 100 basis
points over a twelve-month period, the market value change of our marketable securities would not have a material impact on
our results of operations.

OTHER MARKET RISK

From time to time we make direct investments in privately held companies. Privately held company investments generally
are considered inherently risky. The technologies and products these companies have under development are typically in the
early stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in these
companies. The evaluation of privately held companies is based on information that we request from these companies, which is
not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is
subject to the timing and accuracy of the data received from these companies. See Part II, Item 8, Note 3, "Financial
Instruments" in the Notes to Consolidated Financial Statements for further discussion regarding our privately held investments.

For information about exposure to counter-party credit-related losses, see Part II, Item 8, Note 1, “Business and Summary
of Significant Accounting Policies - Concentration of Credit Risk."

2020 Form 10-K 59

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AUTODESK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)

Fiscal year ended January 31,

2020 2019 2018
Net revenue:
Subscription $ 2,751.9 $ 1,802.3 $ 894.3
Maintenance 386.6 635.1 989.6
Total subscription and maintenance revenue 3,138.5 2,437.4 1,883.9
Other 135.8 132.4 172.7
Total net revenue 3,274.3 2,569.8 2,056.6
Cost of revenue:
Cost of subscription and maintenance revenue 223.9 216.0 214.4
Cost of other revenue 66.5 54.4 72.6
Amortization of developed technology 34.5 15.5 16.4
Total cost of revenue 324.9 285.9 303.4
Gross profit 2,949.4 2,283.9 1,753.2
2020 Annual Report

Operating expenses:
Marketing and sales 1,310.3 1,183.9 1,087.3
Research and development 851.1 725.0 755.5
General and administrative 405.6 340.1 305.2
Amortization of purchased intangibles 38.9 18.0 20.2
Restructuring and other exit costs, net 0.5 41.9 94.1
Total operating expenses 2,606.4 2,308.9 2,262.3
Income (loss) from operations 343.0 (25.0) (509.1)
Interest and other expense, net (48.2) (17.7) (48.2)
Income (loss) before income taxes 294.8 (42.7) (557.3)
Provision for income taxes (80.3) (38.1) (9.6)
Net income (loss) $ 214.5 $ (80.8) $ (566.9)
Basic net income (loss) per share $ 0.98 $ (0.37) $ (2.58)
Diluted net income (loss) per share $ 0.96 $ (0.37) $ (2.58)
Weighted average shares used in computing basic net income (loss) per share 219.7 218.9 219.5
Weighted average shares used in computing diluted net income (loss) per share 222.5 218.9 219.5

See accompanying Notes to Consolidated Financial Statements.

2020 Form 10-K 60

 AUTODESK, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)

Fiscal year ended January 31,

2020 2019 2018
Net income (loss) $ 214.5 $ (80.8) $ (566.9)
Other comprehensive income (loss), net of reclassifications:
Net (loss) gain on derivative instruments (net of tax effect of ($1.1), ($1.1), and $3.2) (6.6) 31.6 (31.2)
Change in net unrealized gain (loss) on available-for-sale securities (net of tax effect of ($0.4), $0.0,
and $0.1) 1.4 2.0 (0.2)
Change in defined benefit pension items (net of tax effect of $1.6, ($2.0), and ($0.7)) (6.5) 13.0 4.5
Net change in cumulative foreign currency translation (loss) gain (net of tax effect of $0.1, $0.5, and
($4.8)) (13.6) (57.8) 81.6
Total other comprehensive (loss) income (25.3) (11.2) 54.7
Total comprehensive income (loss) $ 189.2 $ (92.0) $ (512.2)

See accompanying Notes to Consolidated Financial Statements.

2020 Annual Report

2020 Form 10-K 61

 AUTODESK, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)

January 31, January 31,

2020 2019
ASSETS
Current assets:
Cash and cash equivalents $ 1,774.7 $ 886.0
Marketable securities 69.0 67.6
Accounts receivable, net 652.3 474.3
Prepaid expenses and other current assets 163.3 192.1
Total current assets 2,659.3 1,620.0
Computer equipment, software, furniture, and leasehold improvements, net 161.7 149.7
Operating lease right-of-use assets 438.8 —
Developed technologies, net 70.9 105.6
Goodwill 2,445.0 2,450.8
Deferred income taxes, net 56.4 65.3
Other assets 347.2 337.8
Total assets $ 6,179.3 $ 4,729.2
LIABILITIES AND STOCKHOLDERS’ DEFICIT
2020 Annual Report

Current liabilities:
Accounts payable $ 83.7 $ 101.6
Accrued compensation 272.1 280.8
Accrued income taxes 21.2 13.2
Deferred revenue 2,176.1 1,763.3
Operating lease liabilities 48.1 —
Current portion of long-term notes payable, net 449.7 —
Other accrued liabilities 168.3 142.3
Total current liabilities 3,219.2 2,301.2
Long-term deferred revenue 831.0 328.1
Long-term operating lease liabilities 411.7 —
Long-term income taxes payable 19.1 21.5
Long-term deferred income taxes 82.5 79.8
Long-term notes payable, net 1,635.1 2,087.7
Long-term other liabilities 119.8 121.8
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, $0.01 par value; shares authorized 2.0; none issued or outstanding at January 31,
2020 and 2019 — —
Common stock and additional paid-in capital, $0.01 par value; shares authorized 750.0; 219.4
outstanding at January 31, 2020 and 2019 2,317.0 2,071.5
Accumulated other comprehensive loss (160.3) (135.0)
Accumulated deficit (2,295.8) (2,147.4)
Total stockholders’ deficit (139.1) (210.9)
Total liabilities and stockholders' deficit $ 6,179.3 $ 4,729.2

See accompanying Notes to Consolidated Financial Statements.

2020 Form 10-K 62

 AUTODESK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Fiscal year ended January 31,
2020 2019 2018
Operating activities
Net income (loss) $ 214.5 $ (80.8) $ (566.9)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization, and accretion 127.3 95.2 108.4
Stock-based compensation expense 362.4 249.5 261.4
Deferred income taxes 10.3 (6.8) (39.1)
Restructuring and other exit costs, net 0.5 31.7 94.1
Other operating activities (11.9) 2.2 7.3
Changes in operating assets and liabilities, net of business combinations:
Accounts receivable (178.5) (25.4) 13.3
Prepaid expenses and other current assets 58.5 7.5 (9.9)
Accounts payable and accrued liabilities (90.8) (58.5) (13.9)
Deferred revenue 916.7 197.0 168.3
Accrued income taxes 6.1 (34.5) (22.1)
Net cash provided by operating activities 1,415.1 377.1 0.9
Investing activities

2020 Annual Report

Purchases of marketable securities (19.9) (138.2) (514.0)
Sales of marketable securities 22.4 319.6 489.0
Maturities of marketable securities 5.0 211.4 594.3
Acquisitions, net of cash acquired — (1,040.2) —
Capital expenditures (53.2) (67.0) (50.7)
Other investing activities (11.6) 4.0 (12.2)
Net cash (used in) provided by investing activities (57.3) (710.4) 506.4
Financing activities
Proceeds from issuance of common stock 93.7 90.9 94.4
Taxes paid related to net share settlement of equity awards (112.5) (143.4) (143.1)
Repurchase and retirement of common shares (442.5) (293.5) (699.0)
Proceeds from debt, net of discount 498.9 500.0 496.9
Repayments of debt (500.0) — (400.0)
Other financing activities (4.4) (2.1) (5.8)
Net cash (used in) provided by financing activities (466.8) 151.9 (656.6)
Effect of exchange rate changes on cash and cash equivalents (2.3) (10.6) 14.2
Net increase (decrease) in cash and cash equivalents 888.7 (192.0) (135.1)
Cash and cash equivalents at beginning of fiscal year 886.0 1,078.0 1,213.1
Cash and cash equivalents at end of fiscal year $ 1,774.7 $ 886.0 $ 1,078.0
Supplemental cash flow information:
Cash paid during the year for interest $ 67.8 $ 59.0 $ 54.6
Cash paid for income taxes, net of tax refunds $ 60.3 $ 78.0 $ 84.5
Non-cash investing and financing activities:
Fair value of common stock issued to settle liability-classified restricted stock units $ 23.5 $ — $ —
Fair value of equity awards assumed (See Note 6) $ — $ 10.3 $ —
Fair value of common stock issued as consideration for business combination (See
Note 6) $ — $ 44.8 $ —

See accompanying Notes to Consolidated Financial Statements.

2020 Form 10-K 63

 AUTODESK, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
(In millions)

Common stock and Accumulated

additional paid-in capital other Total
comprehensive Accumulated stockholders'
Shares Amount loss deficit (deficit) equity
Balances, January 31, 2017 220.3 $ 1,876.3 $ (178.5) $ (964.2) $ 733.6
Common shares issued under stock plans 4.9 (48.7) — — (48.7)
Stock-based compensation expense — 261.4 — — 261.4
Net loss — — — (566.9) (566.9)
Other comprehensive income — — 54.7 — 54.7
Repurchase and retirement of common shares (6.9) (136.3) — (553.8) (690.1)
Balances, January 31, 2018 218.3 1,952.7 (123.8) (2,084.9) (256.0)
Common shares issued under stock plans 3.0 (52.5) — — (52.5)
Stock-based compensation expense — 249.5 — — 249.5
Pre-combination expense related to equity awards assumed — 10.3 — — 10.3
Cumulative effect of adoption of accounting standards — — — 177.5 177.5
Net loss — — — (80.8) (80.8)
Other comprehensive loss — — (11.2) — (11.2)
Shares issued as consideration for business combination 0.3 44.8 — — 44.8
Repurchase and retirement of common shares (2.2) (133.3) — (159.2) (292.5)
2020 Annual Report

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

Common shares issued under stock plans 2.7 (18.6) — — (18.6)
Stock-based compensation expense — 332.7 — — 332.7
Settlement of liability-classified restricted stock units — 23.5 — — 23.5
Pre-combination expense related to equity awards assumed — 1.2 — — 1.2
Cumulative effect of adoption of accounting standards — — — (0.7) (0.7)
Net income — — — 214.5 214.5
Other comprehensive loss — — (25.3) — (25.3)
Repurchase and retirement of common shares (2.7) (93.3) — (362.2) (455.5)
Balances, January 31, 2020 219.4 $ 2,317.0 $ (160.3) $ (2,295.8) $ (139.1)

See accompanying Notes to Consolidated Financial Statements.

2020 Form 10-K 64

 AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2020
(Tables in millions of dollars, except per share data, unless otherwise indicated)

1. Business and Summary of Significant Accounting Policies

Business

Autodesk, Inc. (“Autodesk” or the “Company”) is a world leading design software and services company, offering
customers productive business solutions through powerful technology products and services. The Company serves customers in
the architecture, engineering, and construction; manufacturing; and digital media, consumer, and entertainment industries. The
Company’s sophisticated software products, offered through a hybrid of desktop and cloud functionality, enable its customers to
experience their ideas before they are real by allowing them to imagine, design, and create their ideas and to visualize, simulate,
and analyze real-world performance early in the design process by creating digital prototypes. These capabilities allow
Autodesk’s customers to foster innovation, optimize and improve their designs, help save time and money, improve quality, and
collaborate with others. Autodesk software products are sold globally, both directly to customers and through a network of
resellers and distributors.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Autodesk and its wholly-owned subsidiaries.
All intercompany accounts and transactions have been eliminated.

2020 Annual Report

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP")
requires management to make estimates and assumptions that affect the amounts reported in Autodesk’s consolidated financial
statements and notes thereto. These estimates are based on information available as of the date of the consolidated financial
statements. On a regular basis, management evaluates these estimates and assumptions. Actual results may differ materially
from these estimates.

Examples of significant estimates and assumptions made by management involve revenue recognition for product
subscriptions and EBAs, the determination of the fair value of acquired assets and liabilities, goodwill, financial instruments
including strategic investments, long-lived assets and other intangible assets, the realizability of deferred tax assets, and the fair
value of stock awards. The Company also makes assumptions, judgments, and estimates in determining the liabilities for
uncertain tax positions, variable compensation, partner incentive programs, product returns reserves, allowances for doubtful
accounts, asset retirement obligations, legal contingencies and operating lease liabilities.

2020 Form 10-K 65

 Segments

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

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

January 31,
2020 2019
Long-lived assets (1):
Americas
U.S. $ 434.2 $ 97.5
Other Americas 33.2 17.5
Total Americas 467.4 115.0
Europe, Middle East, and Africa 75.8 23.0
Asia Pacific 57.3 11.7
Total long-lived assets $ 600.5 $ 149.7
2020 Annual Report

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

Revenue Recognition

Autodesk’s revenue is divided into three categories: subscription revenue, maintenance revenue, and other revenue.
Subscription revenue consists of our term-based product subscriptions, cloud service offerings, and flexible enterprise business
arrangements. 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. Other revenue consists of revenue from consulting, training and other
services. Other revenue also includes software license revenue from the sale of certain products which do not incorporate
substantial cloud functionalities. Revenue is recognized when control for these offerings is transferred to our customers, in an
amount that reflects the consideration we expect to be entitled to in exchange for products and services.

Autodesk's contracts with customers may include promises to transfer multiple products and services to a customer.
Determining whether the products and services are considered distinct performance obligations that should be accounted for
separately or as one combined performance obligation may require significant judgment. Judgment is required to determine the
level of integration and interdependency between individual components of desktop software applications and cloud
functionalities. This determination influences whether the desktop software is considered distinct and accounted for separately
as a license performance obligation recognized at the time of delivery, or not distinct and accounted for together with the cloud
functionalities as a single subscription performance obligation recognized over time.

For product subscriptions and flexible enterprise business agreement ("EBA") subscriptions in which the desktop software
and related cloud functionalities are highly interrelated, the combined performance obligation is recognized ratably over the
contract term as the subscription is delivered. For contracts involving distinct desktop software licenses, the license
performance obligation is satisfied when delivered to our customers. For standalone maintenance subscriptions, cloud
subscriptions, and technical support services, the performance obligation is satisfied ratably over the contract term as those
services are delivered. For consulting services, the performance obligation is satisfied over a period of time as those services
are delivered.

When an arrangement includes multiple performance obligations which are concurrently delivered and have the same
pattern of transfer to the customer (the services transfer to the customer over the contract period), we account for those
performance obligations as a single performance obligation.

2020 Form 10-K 66

 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. See Part II, Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations, subsection "Critical Accounting Policies and Estimates," for details of the
judgments made for SSP.

Our indirect channel model includes both a two-tiered distribution structure, where Autodesk sells to distributors that
subsequently sell to resellers, and a one-tiered structure where Autodesk sells directly to resellers. For these arrangements,
transfer of control begins at the time access to our subscriptions is made available electronically to our customer, provided all
other criteria for revenue recognition are met. Judgment is required to determine whether our distributors and resellers have the
ability to honor their commitment to pay, regardless of whether they collect payment from their customers. If we were to
change this assessment, it could cause a material increase or decrease in the amount of revenue that we report in a particular
period.

Costs To Obtain a Contract With a Customer

Sales commissions earned by our internal sales personnel and our reseller partners are considered incremental and
recoverable costs of obtaining a contract with a customer. The commission costs are capitalized and included in "Prepaid
expenses and other current assets" and "Other assets" on our Consolidated Balance Sheets. The deferred costs are then
amortized over the period of benefit. Autodesk determined that sales commissions earned by internal sales personnel that are
related to contract renewals are commensurate with sales commissions earned on the initial contracts, and we determined the
period of benefit to be the term of the respective customer contract. Commissions paid to our reseller partners that are related to
contract renewals are not commensurate with commissions earned on the initial contract, and we determined the estimated
period of benefit by taking into consideration customer retention data, customer contracts, our technology and other factors.

2020 Annual Report

Deferred costs are periodically reviewed for impairment. Amortization expense is included in sales and marketing expenses in
the Consolidated Statements of Operations.

Fair Value Measurement

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. In determining the fair value of our investments, we are sometimes required to use various alternative
valuation techniques. Inputs to valuation techniques are either observable or unobservable. Observable inputs reflect market
data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs
have created the following fair value hierarchy:

Level 1 - Quoted prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets
that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in
active markets; and

Level 3 - Unobservable inputs for which there is little or no market data, which require Autodesk to develop its own
assumptions.

This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available,
when determining fair value. This is generally true for our cash and cash equivalents and the majority of our marketable
securities, which we consider to be Level 1 and Level 2 assets.

Key inputs for currency derivatives are spot rates, forward rates, interest rates, volatility, and credit default rates. The spot
rate for each currency is the same spot rate used for all balance sheet translations at the measurement date. Autodesk reviews
for any potential changes on a quarterly basis, in conjunction with our fiscal quarter-end close. It is Autodesk's assessment that
the leveling best reflects current market activity when observing the pricing information for these assets. Autodesk's Level 2
securities and derivatives are valued primarily using observable inputs other than quoted prices in active markets for identical
assets and liabilities. The Company has elected to use the income approach to value derivatives using the observable Level 2
market expectations at measurement date and standard valuation techniques to convert future amounts to a single present
amount (discounted). Mid-market pricing is used as a practical expedient and when required, rates are interpolated from
commonly quoted intervals published by market sources. See Note 3, "Financial Instruments" for information.

2020 Form 10-K 67

 Cash and Cash Equivalents

Autodesk considers all highly liquid investments with insignificant interest rate risk and remaining maturities of three
months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at estimated fair value.

Marketable Securities and Privately Held Company Investments

Autodesk classifies its marketable securities as either short-term or long-term based on each instrument’s underlying
contractual maturity date. Generally, marketable securities with remaining maturities of less than 12 months are classified as
short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. Autodesk
may sell certain of its marketable securities prior to their stated maturities for strategic purposes or in anticipation of credit
deterioration.

Marketable securities are stated at fair value. Marketable securities maturing within one year that are not restricted are
classified as current assets.

Autodesk determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates
such classification as of each balance sheet date. Autodesk carries all “available-for-sale securities” at fair value, with
unrealized gains and losses, net of tax, reported in stockholders’ equity (deficit) until disposition or maturity. Autodesk carries
all “trading securities” at fair value, with unrealized gains and losses, recorded in “Interest and other expense, net” in the
Company’s Consolidated Statements of Operations. The cost of securities sold is based on the specific-identification method.

Privately held debt and equity securities (Level 3) are valued using significant unobservable inputs or data in an inactive
market and the valuation requires the Company's judgment due to the absence of market prices and inherent lack of liquidity.
2020 Annual Report

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.

The carrying value is not adjusted for the Company's privately held equity securities if there are no observable price
changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that
may indicate impairment, as discussed below. Under the measurement alternative method, these investments are measured at
cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the
identical or similar investment of the same issuer in the current period. To determine if a transaction is deemed a similar
investment, Autodesk considers the rights and obligations between the investments and the extent to which those differences
would affect the fair values of those investments with additional consideration for the stage of development of the investee
company. The fair value would then be adjusted positively or negatively based on available information such as pricing in
recent rounds of financing.

In determining the estimated fair value of its strategic investments in privately held companies, the Company utilizes the
most recent data available to the Company. In addition, the determination of whether an orderly transaction is for a same or
similar investment requires significant management judgment including: the rights and obligations of the investments, the
extent to which those differences would affect the fair values of those investments, and the impact of any differences based on
the stage of operational development of the investee.

All of Autodesk’s marketable securities and privately held company investments are subject to a periodic impairment
review. Non-marketable equity securities investments are assessed based on available information such as current cash
positions, earnings and cash flow positions, earnings and cash flow forecasts, recent operational performance and any other
readily available market data. For any marketable debt securities, declines in fair value judged to be other-than-temporary on
securities available for sale are included as a reduction to investment income. To determine whether a decline in value is other-
than-temporary, the Company evaluates, among other factors: the duration and extent to which the fair value has been less than
the carrying value and its intent and ability to retain the investment for a period of time sufficient to allow for any anticipated
recovery in fair value. For the purposes of computing realized and unrealized gains and losses, the cost of securities sold is
based on the specific-identification method. Interest on securities classified as available for sale is also included as a component
of investment income.

For Autodesk's quarterly impairment assessment of privately held debt and equity securities strategic investment portfolio,
the analysis encompasses an assessment of the severity and duration of the impairment and qualitative and quantitative analysis

2020 Form 10-K 68

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. If the investment is impaired, the Company will record the investment at fair value
by recognizing an impairment through the consolidated statement of operations and establishing a new carrying value for the
investment.

For additional information, see “Concentration of Credit Risk” within this Note 1 and Note 3, “Financial Instruments.”

Derivative Financial Instruments

Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to
fluctuations in foreign currency exchange rates that exist as part of ongoing business operations. Autodesk's general practice is
to hedge a portion of transaction exposures primarily denominated in euros, Japanese yen, British pounds, Canadian dollars,
Australian dollars, Singapore dollars, Swiss francs, Swedish krona and Czech koruna. These instruments generally have
maturities between one and twelve months in the future. Autodesk uses foreign currency contracts not designated as hedging
instruments and foreign currency contracts designated as cash flow hedging but Autodesk does not enter into derivative
instrument transactions for trading or speculative purposes.

The bank counterparties to the derivative contracts potentially expose Autodesk to credit-related losses in the event of
their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company's
minimum requirements under its counterparty risk assessment process. Autodesk monitors counterparty risk on at least a
quarterly basis and will adjust its exposure to various counterparties as necessary. Autodesk generally enters into master netting
arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. Autodesk does

2020 Annual Report

not have any master netting arrangements in place with collateral features.

Autodesk accounts for these derivative instruments as either assets or liabilities on the balance sheet and carries them at fair
value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether
it is designated and qualifies for hedge accounting. Derivatives that do not qualify for hedge accounting are adjusted to fair value
through earnings.

In addition to these foreign currency contracts, Autodesk holds derivative instruments issued by privately held companies,
which are not designated as hedging instruments. These derivatives consist of certain conversion options on the convertible debt
securities held by Autodesk and an option to acquire a privately held company. These derivatives are recorded at fair value as of
each balance sheet date and are recorded in “Other assets”. Changes in the fair values of these instruments are recognized in
“Interest and other expense, net”.

Foreign Currency Translation and Transactions

The assets and liabilities of Autodesk’s foreign subsidiaries are translated from their respective functional currencies into
U.S. dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at exchange rates
that approximate those rates in effect during the period in which the underlying transactions occur. Foreign currency translation
adjustments are recorded as other comprehensive income (loss).

Gains and losses realized from foreign currency transactions, those transactions denominated in currencies other than the
foreign subsidiary’s functional currency, are included in "Interest and other expense, net". Monetary assets and liabilities are
remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets are remeasured based on
historical exchange rates.

Foreign Currency Contracts Designated as Cash Flow Hedges

Autodesk uses foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating
expense of certain anticipated transactions. These currency collars and forward contracts are designated and documented as
cash flow hedges. The effectiveness of the cash flow hedge contracts is assessed quantitatively using regression at inception and
thereafter. To receive cash flow hedge accounting treatment, all hedging relationships are formally documented at the inception
of the hedge relationship and the hedges are expected to be highly effective in offsetting changes to future cash flows on hedged
transactions. The gains and losses on these hedges are included in “Accumulated other comprehensive loss” and are reclassified
into earnings at the time the forecasted revenue or expense is recognized. In the event the underlying forecasted transaction

2020 Form 10-K 69

 does not occur, or it becomes probable that it will not occur, Autodesk reclassifies and discloses the gain or loss on the related
cash flow hedge from “Accumulated other comprehensive loss” to “Interest and other expense, net” in the Company's
Consolidated Financial Statements at that time. Derivative contracts and related gain (loss) are presented within "Net cash
provided by operating activities" in the Company's Consolidated Statements of Cash Flow. See Note 3, "Financial Instruments"
for additional information.

Derivatives Not Designated as Hedging Instruments

Autodesk uses foreign currency contracts that are not designated as hedging instruments to reduce the exchange rate risk
associated primarily with foreign currency denominated receivables, payables, and cash. These forward contracts are marked-
to-market at the end of each fiscal quarter with gains and losses recognized as “Interest and other expense, net”. These
derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because
gains and losses on these derivative instruments are intended to offset the gains or losses resulting from the revaluation and
settlement of the underlying foreign currency denominated receivables, payables, and cash.

Accounts Receivable, Net

Accounts receivable, net, consisted of the following as of January 31:

2020 2019
Trade accounts receivable $ 716.1 $ 529.3
Less: Allowance for doubtful accounts (4.9) (4.9)
Product returns reserve (0.5) (0.3)
Partner programs and other obligations
2020 Annual Report

(58.4) (49.8)
Accounts receivable, net $ 652.3 $ 474.3

Allowances for uncollectible trade receivables are based upon historical loss patterns, the number of days that billings are
past due, and an evaluation of the potential risk of loss associated with problem accounts.

As part of the indirect channel model, Autodesk has a partner incentive program that uses quarterly attainment of
monetary rewards to motivate distributors and resellers to achieve mutually agreed upon business goals in a specified time
period. The majority of these incentives are recorded as a reduction to deferred revenue in the period the transaction is billed
and subsequently recognized as a reduction to subscription or maintenance revenue over the contract period. The remainder
reduces subscription or maintenance revenue in the current period.

These incentive balances do not require significant assumptions or judgments. Depending on how the payments are made,
the reserves associated with the partner incentive program are treated on the balance sheet as either a reduction to accounts
receivable or accounts payable.

Concentration of Credit Risk

Autodesk places its cash, cash equivalents, and marketable securities in highly liquid instruments with, and in the custody
of, multiple diversified financial institutions globally with high credit ratings and limits the amounts invested with any one
institution, type of security, and issuer. Autodesk’s primary commercial banking relationship is with Citigroup Inc. and its
global affiliates. Citibank, N.A., an affiliate of Citigroup, is one of the lead lenders and an agent in the syndicate of Autodesk’s
$650.0 million line of credit facility.

The bank counterparties to the derivative contracts potentially expose Autodesk to credit-related losses in the event of
their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company's
minimum requirements under its counterparty risk assessment process. Autodesk monitors counterparty risk on at least a
quarterly basis and will adjust its exposure to various counterparties as necessary. Autodesk generally enters into master netting
arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. However,
Autodesk does not have any master netting arrangements in place with collateral features.

Autodesk’s accounts receivable are derived from sales to a large number of resellers, distributors, and direct customers in
the Americas, EMEA, and APAC geographies. Autodesk performs ongoing evaluations of these partners' and customers'

2020 Form 10-K 70

financial condition and limits the amount of credit extended when deemed necessary, but generally does not require collateral
from such parties. Total sales to the Company's largest distributor Tech Data Corporation, and its global affiliates (“Tech Data”),
accounted for 35%, 35%, and 31% of Autodesk's net revenue for fiscal years ended January 31, 2020, 2019, and 2018,
respectively. The majority of the net revenue from sales to Tech Data is for sales made outside of the United States. In addition,
Tech Data accounted for 31% and 29% of trade accounts receivable as of January 31, 2020, and 2019, respectively. Ingram
Micro Inc. ("Ingram Micro"), our second largest distributor, accounted for 10%, 11%, 8% of Autodesk's total net revenue for
fiscal years ended January 31, 2020, 2019, and 2018. No other customer accounted for more than 10% of Autodesk's total net
revenue or trade accounts receivable for each of the respective periods.

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

Computer equipment, software, and furniture are depreciated using the straight-line method over the estimated useful
lives of the assets, which range from three to five years. Leasehold improvements are amortized on a straight-line basis over the
shorter of their estimated useful lives or the lease term. Depreciation expense was $51.0 million in fiscal 2020, $59.2 million in
fiscal 2019, and $67.6 million in fiscal 2018.

Computer equipment, software, furniture, leasehold improvements and the related accumulated depreciation at
January 31 were as follows:
2020 2019
Computer hardware, at cost $ 159.7 $ 190.2
Computer software, at cost 64.0 66.7
Leasehold improvements, land and buildings, at cost 284.0 247.8
Furniture and equipment, at cost

2020 Annual Report

69.0 67.2
Computer software, hardware, leasehold improvements, furniture, and equipment, at cost 576.7 571.9
Less: Accumulated depreciation (415.0) (422.2)
Computer software, hardware, leasehold improvements, furniture, and equipment, net $ 161.7 $ 149.7

Costs incurred for computer software developed or obtained for internal use are capitalized for application development
activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. These
capitalized costs are amortized straight-line over the software’s expected useful life, which is generally three years.

Software Development Costs

Software development costs incurred prior to the establishment of technological feasibility are included in research and
development expenses. Autodesk defines establishment of technological feasibility as the completion of a working model.
Software development costs incurred subsequent to the establishment of technological feasibility through the period of general
market availability of the products are capitalized and generally amortized over a three-year period, if material. Autodesk had
no material capitalized software development costs at January 31, 2020, and January 31, 2019.

Cloud Computing Arrangements

Autodesk enters into certain cloud-based software hosting arrangements that are accounted for as service contracts. Costs
incurred for these arrangements are capitalized for application development activities, if material, and immediately expensed
for preliminary project activities and post-implementation activities. Autodesk amortizes the capitalized development costs
straight-line over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal
periods. The capitalized costs are included in "Prepaid expenses and other current assets" and "Other assets" on our
Consolidated Balance Sheets. Capitalized costs were $22.3 million and $4.9 million at January 31, 2020, and January 31, 2019,
respectively. Amortization expense was $1.2 million and nil at January 31, 2020 and January 31, 2019, respectively.

Other Intangible Assets, Net

Other intangible assets include developed technologies, customer relationships, trade names, patents, user lists and the
related accumulated amortization. These assets are shown as “Developed technologies, net” and as part of “Other assets” in the
Consolidated Balance Sheet. The majority of Autodesk’s other intangible assets are amortized to expense over the estimated
economic life of the product, which ranges from two to ten years. Amortization expense for developed technologies, customer

2020 Form 10-K 71

 relationships, trade names, patents, and user lists was $73.7 million in fiscal 2020, $33.5 million in fiscal 2019 and $36.6
million in fiscal 2018.

Other intangible assets and related accumulated amortization at January 31 were as follows:
2020 2019
Developed technologies, at cost $ 647.1 $ 670.2
Customer relationships, trade names, patents, and user lists, at cost (1) 532.2 533.1
Other intangible assets, at cost (2) 1,179.3 1,203.3
Less: accumulated amortization (972.2) (922.5)
Other intangible assets, net $ 207.1 $ 280.8
_______________
(1) Included in “Other assets” in the accompanying Consolidated Balance Sheets.
(2) Includes the effects of foreign currency translation.

The weighted average amortization period for developed technologies, customer relationships, trade names, patents, and
user lists during fiscal 2020 was 5.5 years. Excluding in-process research and development, expected future amortization
expense for developed technologies, customer relationships, trade names, patents, and user lists for each of the fiscal years
ended thereafter is as follows:
Fiscal Year ended
January 31,
2021 $ 64.7
2020 Annual Report

2022 49.0
2023 37.6
2024 19.2
2025 13.0
Thereafter 23.6
Total $ 207.1

Impairment of Long-Lived Assets

At least annually or more frequently as circumstances dictate, Autodesk reviews its long-lived assets for impairment
whenever impairment indicators exist. Autodesk continually monitors events and changes in circumstances that could indicate
the carrying amounts of its long-lived assets may not be recoverable. When such events or changes in circumstances occur,
Autodesk assesses recoverability of these assets. Recoverability is measured by comparison of the carrying amounts of the
assets to the future undiscounted cash flow the assets are expected to generate. If the long-lived assets are impaired, the
impairment to be recognized is equal to the amount by which the carrying value of the assets exceeds its fair market
value. Autodesk did not recognize any material impairments of long-lived assets during the fiscal years ended January 31, 2020,
2019, and 2018, respectively.

In addition to the recoverability assessments, Autodesk routinely reviews the remaining estimated useful lives of its long-
lived assets. Any reduction in the useful life assumption will result in increased depreciation and amortization expense in the
quarter when such determinations are made, as well as in subsequent quarters.

Goodwill

Goodwill consists of the excess of the consideration transferred over the fair value of net assets acquired in business
combinations. Autodesk tests goodwill for impairment annually in its fourth fiscal quarter or more often if circumstances
indicate a potential impairment may exist, or if events have affected the composition of reporting units.

When goodwill is assessed for impairment, Autodesk has the option to perform an assessment of qualitative factors of
impairment (“optional assessment”) prior to necessitating a quantitative impairment test. Should the optional assessment be
used for any given fiscal year, qualitative factors to consider include cost factors; financial performance; legal, regulatory,
contractual, political, business, or other factors; entity specific factors; industry and market considerations, macroeconomic

2020 Form 10-K 72

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

The quantitative impairment test is necessary when either Autodesk does not use the optional assessment or, as a result of
the optional assessment, it is not more likely than not that the fair value of the reporting unit is greater than its carrying value. In
situations in which an entity's reporting unit is publicly traded, the fair value of the Company may be approximated by its
market capitalization, in performing the quantitative impairment test.

Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. If impairment exists,
the carrying value of the goodwill is reduced to fair value through an impairment charge recorded in the Company's statements
of operations. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at
many points during the analysis. The value of Autodesk’s goodwill could also be impacted by future adverse changes such as:
(i) declines in Autodesk’s actual financial results, (ii) a sustained decline in Autodesk’s market capitalization, (iii) a significant
slowdown in the worldwide economy or the industries Autodesk serves, or (iv) changes in Autodesk’s business strategy.

For the annual impairment test, Autodesk's market capitalization was substantially in excess of the carrying value of the
Company as of January 31, 2020. Accordingly, Autodesk has determined there was no goodwill impairment during the fiscal
year ended January 31, 2020. In addition, Autodesk did not recognize any goodwill impairment losses in fiscal 2019 or 2018.

The following table summarizes the changes in the carrying amount of goodwill during the fiscal years ended January 31,
2020 and 2019:

January 31, 2020 January 31, 2019

2020 Annual Report

Goodwill, beginning of the year $ 2,600.0 $ 1,769.4
Less: accumulated impairment losses, beginning of the year (149.2) (149.2)
Additions arising from acquisitions during the year — 866.9
Effect of foreign currency translation and measurement period adjustments (1) (5.8) (36.3)
Goodwill, end of the year $ 2,445.0 $ 2,450.8
_______________
(1) Measurement period adjustments reflect revisions made to the Company's preliminary determination of estimated fair value of assets
and liabilities assumed.

Deferred Tax Assets

Deferred tax assets arise primarily from tax credits, net operating losses, and timing differences for reserves, accrued
liabilities, stock options, deferred revenue, purchased technologies, and capitalized intangibles, partially offset by U.S. deferred
tax liabilities on acquired intangibles, and valuation allowances against U.S. and foreign deferred tax assets. Autodesk
performed a quarterly assessment of the recoverability of these net deferred tax assets and believes it will generate sufficient
future taxable income in appropriate tax jurisdictions to realize the net deferred tax assets. They are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation
allowances are established when necessary to reduce gross deferred tax assets to the amount that is more likely than not to be
realized.

2020 Form 10-K 73

 Stock-based Compensation Expense

The following table summarizes stock-based compensation expense for fiscal 2020, 2019, and 2018, respectively, as
follows:
Fiscal Year Ended January 31,
2020 2019 2018
Cost of subscription and maintenance revenue $ 13.8 $ 13.2 $ 11.9
Cost of other revenue 5.8 4.3 4.0
Marketing and sales 149.0 109.4 107.3
Research and development 120.8 82.6 82.9
General and administrative 73.0 40.0 55.3
Stock-based compensation expense related to stock awards and Employee Qualified
Stock Purchase Plan ("ESPP") purchases 362.4 249.5 261.4
Tax benefit (1.1) (2.6) (2.6)
Stock-based compensation expense related to stock awards and ESPP purchases,
net $ 361.3 $ 246.9 $ 258.8

Autodesk measures stock-based compensation cost at the grant date fair value of the award, and recognizes expense
ratably over the requisite service period, which is generally the vesting period. Autodesk determines the estimated fair value of
stock-based payment awards for stock options and grants of employee stock purchases related to the employee stock purchase
plan using either the Black-Scholes-Merton option-pricing model or a binomial-lattice model (e.g., Monte Carlo simulation
model). To determine the grant-date fair value of our stock-based payment awards for restricted stock units and performance
2020 Annual Report

stock units, we use the quoted stock price on the date of grant, unless the awards are subject to market conditions, in which case
we use the Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the
probability that market conditions will be achieved. These variables include our expected stock price volatility over the
expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the
expected term of the award, and expected dividends. The variables used in these models are reviewed on a quarterly basis and
adjusted, as needed. Share-based compensation cost for restricted stock is measured on the closing fair market value of our
common stock on the date of grant. Autodesk uses the following assumptions to estimate the fair value of stock-based awards:
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
January 31, 2020 January 31, 2019 January 31, 2018

Performance Stock Option Performance Performance

Stock Unit ESPP Plans Stock Unit ESPP Stock Unit ESPP
Range of expected volatilities 36% 33 - 40% 37 - 42% 36% 33 - 38% 32% 31 - 34%
Range of expected lives
(in years) N/A 0.5 - 2.0 0.5 - 3.8 N/A 0.5 - 2.0 N/A 0.5 - 2.0
Expected dividends —% —% —% —% —% —% —%
Range of risk-free interest
rates 2.5% 1.7 - 2.5% 2.3 - 2.7% 2.0% 1.9 - 2.8% 1.0 - 1.2% 0.9 - 1.4%

Autodesk estimates expected volatility for stock-based awards based on the average of the following two measures: (1) a
measure of historical volatility in the trading market for the Company’s common stock, and (2) the implied volatility of traded
forward call options to purchase shares of the Company’s common stock. The expected volatility for performance stock units
subject to market conditions includes the expected volatility of companies within the S&P North American Technology
Software Index with a market capitalization over $2.00 billion, depending on the award type.

Autodesk estimates the expected life of stock-based awards using both exercise behavior and post-vesting termination
behavior as well as consideration of outstanding options. The range of expected lives of ESPP awards are based upon the four,
six-month exercise periods within a 24-month offering period.

Autodesk did not pay cash dividends in fiscal 2020, 2019, or 2018 and does not anticipate paying any cash dividends in
the foreseeable future. Consequently, an expected dividend yield of zero is used in the BSM option pricing model and the
Monte Carlo simulation model.

2020 Form 10-K 74

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

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

Advertising Expenses

Advertising costs are expensed as incurred. Total advertising expenses incurred were $42.2 million in fiscal 2020, $37.5
million in fiscal 2019, and $31.1 million in fiscal 2018.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed based on the weighted average number of shares of common stock
outstanding for the period, excluding stock options and restricted stock. Diluted net income (loss) per share is computed based
upon the weighted average shares of common shares outstanding for the period and potentially dilutive common shares,
including the effect of stock options and restricted stock units under the treasury stock method.

Defined Benefit Pension Plans

The funded status of Autodesk's defined benefit pension plans is recognized in the Consolidated Balance Sheets. The
funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation for the
fiscal years presented. The projected benefit obligation represents the actuarial present value of benefits expected to be paid
upon retirement based on employee services already rendered and estimated future compensation levels. The fair value of plan

2020 Annual Report

assets represents the current market value of Autodesk's cumulative company and participant contributions made to the various
plans in effect.

Net periodic benefit cost is recorded in the Consolidated Statements of Operations and includes service cost, interest cost,
expected return on plan assets, amortization of prior service costs, and gains or losses previously recognized as a component of
other comprehensive loss. Certain events, such as changes in the employee base, plan amendments, and changes in actuarial
assumptions may result in a change in the defined benefit obligation and the corresponding change to other comprehensive loss.

Gains and losses and prior service costs not recognized as a component of net periodic benefit cost in the Consolidated
Statements of Operations as they arise are recognized as a component of other comprehensive income (loss) in the Consolidated
Statements of Comprehensive Income (Loss). Those gains and losses and prior service costs are subsequently amortized as a
component of net periodic benefit cost over the average remaining service lives of the plan participants using a corridor
approach to determine the portion of gain or loss subject to amortization.

The measurement of projected benefit obligations and net periodic benefit cost is based on estimates and assumptions that
reflect the terms of the plans and use participant-specific information such as compensation, age and years of services, as well
as certain assumptions, including estimates of discount rates, expected return of plan assets, rate of compensation increases,
interest rates, and mortality rates.

Accounting Standards in Fiscal 2020

With the exception of those discussed below, there have been no recent changes in accounting pronouncements issued by
FASB or adopted by the Company during the fiscal year ended January 31, 2020, that are applicable to the Company.

Accounting Standards Adopted

Autodesk adopted ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for
Hedging Activities" on February 1, 2019. The amendment helps simplify certain aspects of hedge accounting and results in a
more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. For cash flow and
net investment hedges as of the adoption date, the guidance required a modified retrospective approach. The amended
presentation and disclosure guidance is required only prospectively. The transition impact was immaterial and no substantive
changes were made to Autodesk’s current processes, accounting, or disclosures for cash flow hedges.

2020 Form 10-K 75

 Autodesk adopted ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification
of Certain Tax Effects from Accumulated Other Comprehensive Income” on February 1, 2019. The amendment allows entities
the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the U.S. Tax Cuts and
Jobs Act (the "Tax Act") to retained earnings. Upon adoption, the amount reclassified from other comprehensive loss to
stockholders' deficit was not material.

Autodesk adopted ASU No. 2019-12 regarding ASC Topic 740, "Simplifying the Accounting for Income Taxes", which
simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740 on
January 31, 2020. The ASU also improves consistent application of and simplifies GAAP for other areas of Topic 740 by
clarifying and amending existing guidance. The adoption did not have a material impact on the consolidated financial
statements.

Leases

FASB issued ASU No. 2016-02, "Leases (ASC Topic 842)", to increase transparency and comparability among
organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing
transactions. The new standard requires entities to reflect the net present value of all future fixed lease payments for both
operating and finance leases on the balance sheet. It also requires entities to disclose fixed and variable lease payments
separately and by lease type (operating vs. finance leases). In addition, FASB issued ASU No. 2018-10, ASU No. 2018-11and
ASU No. 2018-20 to help provide accommodations and interpretive clarifications on various issues raised by stakeholders.
ASU No. 2018-10 clarifies ambiguous or potentially conflicting guidance in ASU No. 2016-02. ASU No. 2018-11 provides an
additional transition option to apply ASU No. 2016-02 upon adoption of the new standard.

Adoption and policy elections

2020 Annual Report

Autodesk adopted ASU No. 2016-02 as of February 1, 2019, using the modified retrospective method permitted under
ASU No. 2018-11 for all existing leases which does not include retrospectively adjusting prior periods presented in the
financial statements. Under ASU No. 2016-02, as the lessee, Autodesk recognized a right-of-use ("ROU") asset and offsetting
lease liability for leases that existed on adoption. The asset and liability were measured at present value of all future fixed lease
payments, discounted using the Company’s incremental borrowing rate. Autodesk has elected to opt for the practical
expedients: to not reassess whether any existing contracts are leases or contain a lease; to not reassess the lease classification of
existing leases; and to not reassess initial direct costs for existing leases. Autodesk has elected to combine lease and non-lease
components for new leases post adoption for all lease assets.

Autodesk determines if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-
use assets”, “Operating lease liabilities”, and “Long-term operating lease liabilities” in the Consolidated Balance Sheets.

Operating lease ROU assets represent Autodesk’s right to use an underlying asset for the lease term and operating lease
liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and
operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease
term. Autodesk uses its incremental borrowing rate, if the Company's leases do not provide an implicit rate, adjusted for local
country-specific borrowing rates as applicable, based on the information available at commencement date in determining the
present value of lease payments. The operating lease ROU assets also include any lease payments made and are reduced by any
lease incentives. Options to extend or terminate the lease are considered in determining the lease term when it is reasonably
certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease
term.

Autodesk has lease agreements with lease and non-lease components. Autodesk accounts for the lease and non-lease
components as a single lease component.

Quantitative effect of ASC Topic 842 adoption

Under the modified retrospective method, Autodesk recorded $(0.7) million to the opening balance of "Accumulated
deficit" as of February 1, 2019. The comparative information has not been adjusted and continues to be reported as under
previous accounting guidance. The adoption of ASC Topic 842 did not have a material impact to the Company’s consolidated
statement of operations or net cash provided by operating activities as of February 1, 2019.

2020 Form 10-K 76

 The following table shows line items that were materially impacted by the adoption of ASC Topic 842 on February 1,
2019 on Autodesk’s Consolidated Balance Sheet:
As reported Impact from
January 31, the adoption
2019 (1) As adjusted
ASSETS
Prepaid expenses and other current assets $ 192.1 $ (5.9) $ 186.2
Total current assets 1,620.0 (5.9) 1,614.1
Operating lease right-of-use assets — 283.4 283.4
Total assets 4,729.2 277.5 5,006.7
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Other accrued liabilities 142.3 (4.9) 137.4
Operating lease liabilities — 54.1 54.1
Long-term operating lease liabilities — 245.9 245.9
Other liabilities 121.8 (16.9) 104.9
Accumulated deficit $ (2,147.4) $ (0.7) $ (2,148.1)
____________________
(1) Adoption of ASC Topic 842 did not have any other material impacts on Autodesk's consolidated financial statements.

See Note 9, "Leases" for disclosures under ASC Topic 842.

2020 Annual Report

Recently Issued Accounting Standards But Not Yet Adopted

In March 2020, FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting", which provides optional expedients and exceptions for applying generally
accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate
reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that
reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are
effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the
amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December
31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional
expedients for and that are retained through the end of the hedging relationship. Autodesk is still currently evaluating the
impact to the financial statements, the transition, and disclosure requirements of the standard.

In June 2016, FASB issued ASU No. 2016-13 regarding ASC Topic 326, "Financial Instruments - Credit Losses", which
modifies the measurement of expected credit losses of certain financial instruments. Autodesk plans to adopt ASU No. 2016-13
as of the effective date which represents Autodesk’s fiscal year beginning February 1, 2020. The adoption of the ASU will not
have a material impact on its consolidated financial statements.

2. Revenue Recognition

Revenue Disaggregation

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

2020 Form 10-K 77

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

Fiscal Year ended January 31,

2020 2019 2018
Net revenue by product family:
Architecture, Engineering and Construction $ 1,377.1 $ 1,021.6 $ 787.5
Manufacturing 726.1 616.2 528.8
AutoCAD and AutoCAD LT 948.2 731.8 561.4
Media and Entertainment 199.2 182.0 152.1
Other 23.7 18.2 26.8
Total net revenue $ 3,274.3 $ 2,569.8 $ 2,056.6

Net revenue by geographic area:

Americas
U.S. $ 1,108.9 $ 874.6 $ 740.4
Other Americas 226.9 175.3 130.7
Total Americas 1,335.8 1,049.9 871.1
Europe, Middle East and Africa 1,303.5 1,034.3 815.4
Asia Pacific 635.0 485.6 370.1
2020 Annual Report

Total net revenue $ 3,274.3 $ 2,569.8 $ 2,056.6

Net revenue by sales channel:

Indirect $ 2,282.2 $ 1,830.8 $ 1,443.8
Direct 992.1 739.0 612.8
Total net revenue $ 3,274.3 $ 2,569.8 $ 2,056.6

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

Remaining performance obligations consist of total billed and unbilled deferred revenue. As of January 31, 2020,
Autodesk had remaining performance obligations of $3.6 billion, which represents the total contract price allocated to
remaining performance obligations, which are generally recognized over the next three years. We expect to recognize $2.4
billion or 67% of our remaining performance obligations as revenue during the next 12 months. We expect to recognize the
remaining $1.2 billion or 33% of our remaining performance obligations as revenue thereafter.

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

Contract Balances

We receive payments from customers based on a billing schedule as established in our contracts. Contract assets relate to
performance completed in advance of scheduled billings. Contract assets were not material as of January 31, 2020. Deferred
revenue relates to billings in advance of performance under the contract. The primary changes in our contract assets and
deferred revenues are due to our performance under the contracts and billings.

2020 Form 10-K 78

 Revenue recognized during the fiscal year ended January 31, 2020 and 2019, that was included in the deferred revenue
balances at January 31, 2019 and 2018, was $1.8 billion and $1.5 billion, respectively. The satisfaction of performance
obligations typically lags behind payments received under revenue contracts from customers.

Revenue from contracts with customers adopted in Fiscal 2019

Effective in the first quarter of fiscal 2019, Autodesk adopted ASU No. 2014-09, “Revenue from Contracts with
Customers" regarding Accounting Standards Codification (ASC Topic 606)” and the subsequent and related ASU No. 2015-14,
ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20.

Under ASC Topic 606, the Company has concluded that the desktop software and related substantial cloud functionality
that are included in the majority of its product subscription offerings and enterprise arrangements are not distinct in the context
of the contract as they are considered highly interrelated and represent a single combined performance obligation that should be
recognized over time. Therefore, the adoption of ASC Topic 606 has not resulted in a material change in the timing and amount
of the recognition of revenue for the majority of the Company's product subscription offerings and enterprise arrangements.

One impact of the new standard relates to product subscriptions that do not incorporate substantial cloud functionality. A
limited number of Autodesk's product subscriptions do not incorporate substantial cloud functionality, and therefore are not
considered highly interrelated. Under ASU No. 2014-09, these limited number of product subscriptions are recognized as
separate and distinct license and service performance obligations. Under ASU No. 2009-13, "Revenue Recognition" regarding
Accounting Standards Codification (ASC Topic 605), licenses sold with undelivered elements without vendor-specific objective
evidence ("VSOE") are recognized ratably over the term of the undelivered elements. Under ASC Topic 606, Autodesk is no
longer required to establish VSOE to recognize software license revenue separately from the other elements and recognizes

2020 Annual Report

software licenses once the customer obtains control of the license, which is generally upon delivery of the license. Therefore,
revenue allocated to the licenses in these offerings under ASC Topic 606 is recognized at a point in time instead of over the
contract term.

Autodesk adopted ASC Topic 606 using the modified retrospective method, with a cumulative decrease of $89.0 million
to the opening balance of "Accumulated deficit" at February 1, 2018. Autodesk applied the standard only to contracts that are
not completed as of the date of initial application. The comparative information has not been adjusted and continues to be
reported under ASC Topic 605. The details of the quantitative impact of the adoption on the fiscal year ended January 31, 2019,
are shown below.

Costs to acquire a contract from a customer

With the adoption of ASC Topic 606, Autodesk also adopted ASC Topic 340-40, "Other Assets and Deferred Costs—
Contracts with Customers." Prior to the adoption of ASC Topic 340-40, Autodesk previously recognized compensation paid to
sales employees and certain resellers related to obtaining customer contracts in marketing and sales expense in the Consolidated
Statements of Operations when incurred. Under ASC Topic 340-40, Autodesk capitalizes this sales compensation as contract
costs when they are incremental, directly incurred to obtain a contract with a customer and expected to be recoverable. The
contract costs are amortized based on the transfer of goods or services to which the contract costs relate.

Under the modified retrospective method, Autodesk booked a cumulative decrease of $90.4 million to the opening balance
of "Accumulated deficit" at February 1, 2018. The comparative information has not been adjusted and continues to be reported
as incurred. The details of the quantitative impact of the adoption on the fiscal year ended January 31, 2019, are shown below.
See Note 7, "Deferred Compensation" for disclosures under the new standard.

2020 Form 10-K 79

 Quantitative effect of ASC Topics 606 and 340-40 adoption

Under the modified retrospective adoption, Autodesk calculated the impact of the adoption during fiscal 2019, as the first
year of adoption. The following table shows select line items that were materially impacted by the adoption of ASC Topics 606
and 340-40 on Autodesk’s Consolidated Statements of Operations for the fiscal year ended January 31, 2019:

For the Fiscal Year ended January 31, 2019

Impact from
the adoption
of ASC 606
As reported and 340-40 As adjusted
Net revenue (1)
Subscription $ 1,802.3 $ (16.6) $ 1,785.7
Maintenance 635.1 5.7 640.8
Other 132.4 (11.3) 121.1
Cost of revenue (1)
Cost of subscription and maintenance revenue 216.0 (0.1) 215.9
Cost of other revenue 54.4 1.1 55.5
Operating expenses (1):
Marketing and sales 1,183.9 (17.9) 1,166.0
Provision for income taxes (38.1) (4.8) (42.9)
Net loss (2) $ (80.8) $ (10.1) $ (90.9)
2020 Annual Report

Basic net loss per share $ (0.37) $ (0.05) $ (0.42)

Diluted net loss per share $ (0.37) $ (0.05) $ (0.42)
____________________
(1) While not shown here, gross margin, loss from operations, and loss before income taxes have consequently been affected as a result of
the net effect of the adjustments noted above.
(2) The impact on the Consolidated Statements of Comprehensive Loss is limited to the net effects of the impacts noted above on the
Consolidated Statements of Operations, specifically on the line item "Net loss."

2020 Form 10-K 80

 The following table shows select line items that were materially impacted by the adoption of ASC Topics 606 and 340-40
on Autodesk’s Consolidated Balance Sheet as of January 31, 2019:

Impact from
the adoption
of ASC 606
As reported and 340-40 As adjusted
ASSETS
Current assets:
Accounts receivable, net $ 474.3 $ 73.4 $ 547.7
Prepaid expenses and other current assets (1) 192.1 (79.4) 112.7
Deferred income taxes, net 65.3 7.0 72.3
Other assets (1) 337.8 (17.9) 319.9
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Deferred revenue 1,763.3 140.6 1,903.9
Other accrued liabilities 142.3 1.7 144.0
Long-term deferred revenue 328.1 37.2 365.3
Long-term income taxes payable 21.5 (0.2) 21.3
Long-term deferred income taxes 79.8 (6.7) 73.1
Stockholders’ deficit:
Accumulated deficit (2) $ (2,147.4) $ (189.5) $ (2,336.9)

2020 Annual Report

____________________
(1) Short term and long term "contract assets" under ASC Topic 606 are included within "Prepaid expenses and other current assets" and
"Other assets", respectively, on the Consolidated Balance Sheet.
(2) Included in the "Accumulated deficit" adjustment is $179.4 million for the cumulative effect adjustment of adopting ASC Topic 606
and 340-40 on the opening balance as of February 1, 2018.

Adoption of the standard had no impact to net cash provided by or (used in) operating, financing, or investing activities on
the Company’s Consolidated Statements of Cash Flows.

2020 Form 10-K 81

 3. Financial Instruments

The following tables summarize the Company's financial instruments' amortized cost, gross unrealized gains, gross
unrealized losses, and fair value by significant investment category as of January 31, 2020 and 2019.
January 31, 2020
Gross Gross
Amortized Unrealized Unrealized Fair
(in millions) Cost Gains Losses Value Level 1 Level 2 Level 3
Cash equivalents (1):
Agency discount notes $ 6.0 $ — $ — $ 6.0 $ — $ 6.0 $ —
Commercial paper 36.8 — — 36.8 — 36.8 —
Money market funds 1,135.5 — — 1,135.5 1,135.5 — —
Other (2) 2.3 — — 2.3 1.3 1.0 —
Marketable securities:
Short-term trading securities
Mutual funds 59.9 9.2 (0.1) 69.0 69.0 — —
Derivative contract assets (3) 1.1 9.7 (1.3) 9.5 — 8.9 0.6
Derivative contract liabilities (4) — — (4.7) (4.7) — (4.7) —
Total $ 1,241.6 $ 18.9 $ (6.1) $1,254.4 $1,205.8 $ 48.0 $ 0.6
____________________
(1) Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.
(2) Consists of custody cash deposits and certificates of deposit.
2020 Annual Report

(3) Included in “Prepaid expenses and other current assets,” or “Other assets,” in the accompanying Consolidated Balance Sheets.
(4) Included in “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.

January 31, 2019

Gross Gross
Amortized Unrealized Unrealized Fair
(in millions) Cost Gains Losses Value Level 1 Level 2 Level 3
Cash equivalents (1):
Certificates of deposit $ 1.0 $ — $ — $ 1.0 $ — $ 1.0 $ —
Commercial paper 87.9 — — 87.9 — 87.9 —
Corporate debt securities 5.0 — — 5.0 — 5.0 —
Custody cash deposit 0.8 — — 0.8 0.8 — —
Money market funds 281.4 — — 281.4 281.4 — —
Marketable securities:
Short-term available-for-sale
Other (2) 6.2 1.1 — 7.3 2.7 4.6 —
Short-term trading securities
Mutual funds 56.6 3.7 — 60.3 60.3 — —
Convertible debt securities (3) 4.6 1.9 (2.1) 4.4 — — 4.4
Derivative contract assets (4) 1.7 8.6 (1.8) 8.5 — 7.7 0.8
Derivative contract liabilities (5) — — (7.4) (7.4) — (7.4) —
Total $ 445.2 $ 15.3 $ (11.3) $ 449.2 $ 345.2 $ 98.8 $ 5.2
____________________
(1) Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets.
(2) Consists of corporate bonds, commercial paper, and common stock.
(3) Considered "available for sale" securities and included in "Other assets" in the accompanying Consolidated Balance Sheets.
(4) Included in “Prepaid expenses and other current assets”, "Other assets", or “Other accrued liabilities” in the accompanying
Consolidated Balance Sheets.
(5) Included in “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.

2020 Form 10-K 82

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

A reconciliation of the change in Autodesk’s Level 3 items for the fiscal year ended January 31, 2020 was as follows:
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3)
Convertible
Derivative Debt
(in millions) Contracts Securities Total
Balances, January 31, 2019 $ 0.8 $ 4.4 $ 5.2
Impairments — (1.0) (1.0)
Settlements — (3.5) (3.5)
(Losses) gains included in earnings (1) (0.2) 0.2 —
Losses included in OCI — (0.1) (0.1)
Balances, January 31, 2020 $ 0.6 $ — $ 0.6
____________________
(1) Included in “Interest and other expense, net” in the accompanying Consolidated Statements of Operations.

As of January 31, 2020 and 2019, Autodesk had no material unrealized losses, individually and in the aggregate, for
securities that are in a continuous unrealized loss position for greater than twelve months.

2020 Annual Report

There was no gain or loss for the sale or redemption of securities during fiscal 2020. The sales or redemptions of
securities in fiscal 2019 and fiscal 2018 resulted in a loss of $1.3 million, and $0.3 million, respectively. The losses were
recorded in "Interest and other expense, net" on the Company's Consolidated Statements of Operations.

Proceeds from the sale and maturity of marketable securities for fiscal 2020, fiscal 2019 and fiscal 2018 were $27.4
million, $531.0 million and $1.08 billion, respectively.

Non-marketable equity securities

As of January 31, 2020 and 2019, Autodesk had $122.5 million and $111.6 million in direct investments in privately held
companies. These non-marketable equity security investments do not have readily determined fair values and Autodesk uses the
measurement alternative to account for the adjustment to these investments in a given quarter. During the fiscal years ended
January 31, 2020 and 2019, Autodesk recorded an upward adjustment on certain of its privately held investments, reflected as a
gain in "Interest and other expense, net" on the Company's Consolidated Statement of Operations of $3.2 million and $6.2
million, respectively. As of January 31, 2020, Autodesk has recorded $9.4 million in cumulative upward adjustments on certain
of its privately held investments.

If Autodesk determines that an impairment has occurred, Autodesk writes down the investment to its fair value. During
fiscal 2020, fiscal 2019 and fiscal 2018, Autodesk recorded $4.2 million, $4.8 million and $15.5 million, respectively, in
impairments and negative adjustments on its privately held investments, reflected as a loss in "Interest and other expense, net"
on the Company's Consolidated Statements of Operations. As of January 31, 2020, Autodesk has recorded $9.0 million in
cumulative impairments and negative adjustments on its privately held investments. Autodesk does not consider the remaining
investments to be impaired at January 31, 2020.

Foreign currency contracts designated as cash flow hedges

Autodesk uses foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating
expense of certain anticipated transactions. These currency collars and forward contracts are designated and documented as
cash flow hedges. The notional amounts of these contracts are presented net settled and were $981.3 million at January 31,
2020, and $803.5 million at January 31, 2019. Outstanding contracts are recognized as either assets or liabilities on the balance
sheet at fair value. The majority of the net gain of $8.4 million remaining in “Accumulated other comprehensive loss” as of
January 31, 2020, is expected to be recognized into earnings within the next twenty-four months.

2020 Form 10-K 83

 The location and amount of gain or loss recognized in income on cash flow hedges together with the total amount of
income or expense presented in the Company's Consolidated Statements of Operations where the effects of the hedge are
recorded were as follows for the fiscal year ended January 31, 2020:
Fiscal Year Ended January 31, 2020
Cost of
Net Revenue revenue Operating expenses
Cost of
subscription
and
Subscription Maintenance maintenance Marketing Research and General and
(in millions) Revenue Revenue revenue and sales development administrative
Total amounts of income and expense
line items presented in the
consolidated statements of operations
in which the effects of cash flow
hedges are recorded $ 2,751.9 $ 386.6 $ 223.9 $ 1,310.3 $ 851.1 $ 405.6

Gain (loss) on cash flow hedging relationships

Foreign exchange contracts
Amount of gain (loss) reclassified
from accumulated other
comprehensive income into
income $ 11.7 $ 5.9 $ (0.9) $ (4.3) $ (0.7) $ (2.1)

Derivatives not designated as hedging instruments

2020 Annual Report

Autodesk uses foreign currency contracts that are not designated as hedging instruments to reduce the exchange rate risk
associated primarily with foreign currency denominated receivables, payables, and cash. The notional amounts of these foreign
currency contracts are presented net settled and were $736.2 million at January 31, 2020, and $579.8 million at January 31,
2019.

Fair Value of Derivative Instruments:

The fair value of derivative instruments in Autodesk’s Consolidated Balance Sheets were as follows as of January 31,
2020, and January 31, 2019:
Fair Value at

(in millions) Balance Sheet Location January 31, 2020 January 31, 2019
Derivative Assets
Prepaid expenses and other
Foreign currency contracts designated as cash flow hedges current assets $ 1.0 $ 4.3
Prepaid expenses and other
current assets and Other
Derivatives not designated as hedging instruments assets 8.4 4.2
Total derivative assets $ 9.4 $ 8.5
Derivative Liabilities
Foreign currency contracts designated as cash flow hedges Other accrued liabilities $ 2.8 $ 3.3
Derivatives not designated as hedging instruments Other accrued liabilities 1.9 4.1
Total derivative liabilities $ 4.7 $ 7.4

2020 Form 10-K 84

 The effects of derivatives designated as hedging instruments on Autodesk’s Consolidated Statements of Operations were
as follows for the fiscal years ended January 31, 2020, 2019, and 2018, respectively (amounts presented include any income tax
effects):
Foreign Currency Contracts
Fiscal Year Ended January 31,
(in millions) 2020 2019 2018
Amount of gain (loss) recognized in accumulated other comprehensive loss on derivatives
(effective portion) $ 3.0 $ 19.6 $ (21.3)
Amount and location of gain (loss) reclassified from accumulated other comprehensive loss
into income (loss) (effective portion)
Net revenue $ 17.6 $ (8.5) $ 8.0
Cost of revenue (0.9) — —
Operating expenses (7.1) (3.6) 1.9
Total $ 9.6 $ (12.1) $ 9.9

The effects of derivatives not designated as hedging instruments on Autodesk’s Consolidated Statements of Operations
were as follows for the fiscal years ended January 31, 2020, 2019, and 2018, respectively (amounts presented include any
income tax effects):
Fiscal Year Ended January 31,
(in millions) 2020 2019 2018
Amount and location of gain (loss) recognized on derivatives in net income (loss)

2020 Annual Report

Interest and other expense, net $ 6.0 $ 6.6 $ (19.1)

2020 Form 10-K 85

 4. Employee and Director Stock Plans

Stock Plans

As of January 31, 2020, Autodesk maintained four active stock plans for the purpose of granting equity awards to
employees and to non-employee members of Autodesk’s Board of Directors: the 2012 Employee Stock Plan (as amended, the
“2012 Employee Plan”), which is available only to employees, the Autodesk 2012 Outside Directors’ Stock Plan (“2012
Directors' Plan”), which is available only to non-employee directors, the PlanGrid 2012 Equity Incentive Plan ("PlanGrid 2012
Plan"), which is available to employees who held outstanding unvested options and restricted stock units that were assumed as
part of our acquisition of PlanGrid, Inc. and the BuildingConnected, Inc. 2013 Stock Plan ("BuildingConnected 2013 Plan"),
which is available to employees who held outstanding unvested options that were assumed as part of our acquisition of
BuildingConnected, Inc. Additionally, there is one terminated plan with options outstanding.

The 2012 Employee Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. Since the
2012 Stock Plan was adopted by stockholders in January 2012, Autodesk has received stockholder approval to increase the
number of shares subject to the plan by 36.1 million shares. The 2012 Employee Plan replaced the 2008 Employee Stock Plan,
as amended ("2008 Plan"), and no further equity awards may be granted under the 2008 Plan. The 2012 Employee Plan
reserves up to 57.3 million shares which includes 51.3 million shares reserved under the 2012 Employee Plan, as well as up to
6.0 million shares forfeited under certain prior employee stock plans during the life of the 2012 Employee Plan. The 2012
Employee Plan permits the grant of stock options, restricted stock units, and restricted stock awards. Each restricted stock unit
or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Employee Plan as
1.79 shares. If a granted option, restricted stock unit, or restricted stock award expires or becomes unexercisable for any reason,
the unpurchased or forfeited shares that were granted may be returned to the 2012 Employee Plan and may become available
for future grant under the 2012 Employee Plan. As of January 31, 2020, 50.6 million shares subject to options or restricted
2020 Annual Report

stock awards have been granted under the 2012 Employee Plan. Options and restricted stock that were granted under the 2012
Employee Plan vest over periods ranging from immediately upon grant to over a three-year period and options expire 10 years
from the date of grant. The 2012 Employee Plan will expire on June 30, 2022. At January 31, 2020, 13.8 million shares were
available for future issuance under the 2012 Employee Plan.

The 2012 Directors' Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. The 2012
Directors' Plan replaced the 2010 Outside Directors' Stock Plan, as amended ("2010 Plan"). The 2012 Directors' Plan permits
the grant of stock options, restricted stock units, and restricted stock awards to non-employee members of Autodesk’s Board of
Directors. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance
under the 2012 Directors' Plan as 2.11 shares. As of January 31, 2020, 0.9 million shares subject to restricted stock unit awards
have been granted under the 2012 Directors' Plan. Restricted stock units that were granted under the 2012 Outside Directors'
Plan vest over one to three years from the date of grant. On March 12, 2015, the Board reduced the number of shares reserved
for issuance under the 2012 Directors' Plan by 0.9 million shares, so that 1.7 million shares are now reserved for issuance under
the 2012 Directors' Plan. The 2012 Directors' Plan will expire on June 30, 2022. At January 31, 2020, 0.8 million shares were
available for future issuance under the 2012 Director's Plan.

Pursuant to the PlanGrid acquisition on December 19, 2018, the Company assumed the unvested options and restricted
stock units under the PlanGrid 2012 Plan. No further equity awards will be granted under the PlanGrid 2012 Plan. As of
January 31, 2020, 0.3 million shares subject to options remain outstanding under the PlanGrid 2012 Plan. Options that were
granted under the PlanGrid 2012 Plan vest over a four-year period and expire 10 years from the date of grant. The PlanGrid
2012 Plan will expire on June 18, 2022.

Pursuant to the BuildingConnected acquisition on January 23, 2019, the Company assumed the unvested options under
the BuildingConnected 2013 Plan. No further equity awards will be granted under the BuildingConnected 2013 Plan. As of
January 31, 2020, 0.1 million shares subject to options remain outstanding under the BuildingConnected 2013 Plan. Options
that were granted under the BuildingConnected 2013 Plan vest over a four-year period and expire 10 years from the date of
grant. The BuildingConnected 2013 Plan will expire on May 6, 2023.

The following sections summarize activity under Autodesk’s stock plans.

2020 Form 10-K 86

Stock Options:

A summary of stock option activity for the fiscal year ended January 31, 2020 is as follows:
Weighted average Aggregate
Number of Weighted remaining Intrinsic
Shares average exercise contractual term Value (1)
(in millions) price per share (in years) (in millions)
Options outstanding at January 31, 2019 0.8 $ 23.95
Granted — —
Exercised (0.3) 23.43
Canceled/Forfeited (0.1) 21.27
Options outstanding at January 31, 2020 0.4 $ 24.80 6.6 $ 73.8
Options vested and exercisable at January 31, 2020 0.2 $ 31.73 3.9 $ 25.3
Shares available for grant at January 31, 2020 14.6
_______________
(1) Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $196.85 per share as of January 31, 2020.

As of January 31, 2020, compensation cost of $30.4 million related to non-vested stock options is expected to be
recognized over a weighted average period of 2.0 years.

The following table summarizes information about the pre-tax intrinsic value of options exercised and the weighted
average grant date fair value per share of options granted during the fiscal years ended January 31, 2020, 2019, and 2018:
Fiscal year ended January 31,

2020 Annual Report

2020 2019 2018
Pre-tax intrinsic value of options exercised (1) $ 44.1 $ 9.7 $ 22.8
Weighted average grant date fair value per share of stock options assumed from
acquisition $ — $ 110.40 $ —
——————
(1) The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of
the stock on the date of exercise.

Restricted Stock Units:

A summary of restricted stock activity for the fiscal year ended January 31, 2020, is as follows:
Unreleased Weighted
Restricted Stock average grant
Units date fair value
(in thousands) per share
Unvested restricted stock at January 31, 2019 4,287.4 $ 120.07
Granted 3,136.1 156.24
Vested (2,276.5) 112.50
Canceled/Forfeited (422.5) 133.82
Performance Adjustment (1) 7.8 142.17
Unvested restricted stock at January 31, 2020 4,732.3 $ 147.24
_______________
(1) Based on Autodesk's financial results and relative total stockholder return for the fiscal 2019 performance period. The performance
stock units were attained at rates ranging from 105.2% to 122.5% of the target award.

For the restricted stock granted during fiscal years ended January 31, 2020, 2019, and 2018, the weighted average grant
date fair values were $156.24, $144.37, and $106.55, respectively. The fair value of the shares vested during fiscal years ended
January 31, 2020, 2019, and 2018 were $361.0 million, $425.4 million, and $399.7 million, respectively.

During the fiscal year ended January 31, 2020, Autodesk granted 2.6 million restricted stock units. Restricted stock units
vest over periods ranging from immediately upon grant to a pre-determined date that is typically within three years from the
date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are

2020 Form 10-K 87

 not entitled to any of the rights of a stockholder, including voting rights. The fair value of the restricted stock units is expensed
ratably over the vesting period.

Additionally, during the fiscal year ended January 31, 2020, Autodesk granted 0.3 million restricted stock units for which
the ultimate number of shares earned is based on the Autodesk closing stock price on each vesting date. As these awards will be
settled in a fixed dollar amount of shares, the awards are accounted for as a liability-classified award and are expensed using
the straight-line method over the vesting period. During the fiscal year ended January 31, 2020, Autodesk settled liability-
classified awards of $23.5 million.

Autodesk recorded stock-based compensation expense related to restricted stock units of $274.5 million, $189.3 million,
and $202.1 million during fiscal years ended January 31, 2020, 2019, and 2018, respectively. As of January 31, 2020, total
compensation cost not yet recognized of $474.6 million related to non-vested awards is expected to be recognized over a
weighted average period of 1.9 years. At January 31, 2020, the number of restricted stock units granted but unvested was 4.1
million.

During the fiscal year ended January 31, 2020, Autodesk granted 0.3 million performance stock units for which the
ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated
service and performance period. The performance criteria for the performance stock units are based on Annualized Recurring
Revenue ("ARR") and free cash flow goals adopted by the Compensation and Human Resources Committee, as well as total
stockholder return compared against companies in the S&P North American Technology Software Index with a market
capitalization over $2.0 billion ("Relative TSR"). These performance stock units vest over a three-year period and have the
following vesting schedule:

• Up to one third of the performance stock units may vest following year one, depending upon the achievement of the
2020 Annual Report

performance criteria for fiscal 2020 as well as 1-year Relative TSR (covering year one).

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

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

Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not
entitled to any of the rights of a stockholder, including voting rights. Autodesk has determined the grant-date fair value for these
awards using the stock price on the date of grant or if the awards are subject to a market condition, a Monte Carlo simulation
model. The fair value of the performance stock units is expensed using the accelerated attribution over the vesting period.

Autodesk recorded stock-based compensation expense related to performance stock units of $27.1 million, $28.6 million,
and $33.7 million during fiscal years ended January 31, 2020, 2019, and 2018 respectively. As of January 31, 2020, total
compensation cost not yet recognized of $6.7 million related to unvested performance stock units, is expected to be recognized
over a weighted average period of 0.7 years. At January 31, 2020, the number of performance stock units granted but unvested
was 0.6 million.

1998 Employee Qualified Stock Purchase Plan (“ESPP”)

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

At January 31, 2020, a total of 7.3 million shares were available for future issuance. Under the ESPP, the Company issues
shares on the first trading day following March 31 and September 30 of each fiscal year. The ESPP does not have an expiration
date.

2020 Form 10-K 88

 A summary of the ESPP activity for the fiscal years ended January 31, 2020, 2019, and 2018 is as follows:

Fiscal year ended January 31,

2020 2019 2018
Issued shares 0.9 1.0 2.0
Average price of issued shares $ 102.20 $ 90.25 $ 39.03
Weighted average grant date fair value of awards granted under the ESPP $ 47.78 $ 42.75 $ 32.41

Autodesk recorded $33.3 million, $27.2 million, and $25.7 million of compensation expense associated with the ESPP in
fiscal 2020, 2019, and 2018, respectively.

Equity Compensation Plan Information

The following table summarizes the number of outstanding options and awards granted to employees and directors, as
well as the number of securities remaining available for future issuance under these plans as of January 31, 2020:
(a) (b) (c)

Number of securities
to be issued upon Number of securities remaining
exercise or vesting of available for future issuance
outstanding options Weighted-average under equity compensation plans
and awards (in exercise price of (excluding securities reflected in
Plan category millions) outstanding options column (a)) (in millions)
Equity compensation plans approved by security
holders 5.2 $ 24.80 21.9 (1)

2020 Annual Report

Total 5.2 $ 24.80 21.9
____________________
(1) Included in this amount are 7.3 million securities available for future issuance under Autodesk’s ESPP.

5. Income Taxes

The provision for income taxes consists of the following:

Fiscal year ended January 31,
2020 2019 2018
Federal:
Current $ (2.3) $ (13.3) $ (0.8)
Deferred 7.6 (6.7) (19.3)
State:
Current (0.4) (1.8) (0.3)
Deferred 2.1 0.1 2.2
Foreign:
Current 69.6 65.3 50.9
Deferred 3.7 (5.5) (23.1)
$ 80.3 $ 38.1 $ 9.6

Foreign pretax (loss) income was $475.5 million in fiscal 2020, $181.4 million in fiscal 2019, and $(76.2) million in fiscal
2018.

2020 Form 10-K 89

 The differences between the U.S. statutory rate and the aggregate income tax provision are as follows:
Fiscal year ended January 31,
2020 2019 2018
Income tax provision (benefit) at U.S. Federal statutory rate $ 61.9 $ (9.0) $ (188.4)
State income tax benefit, net of the U.S. Federal benefit (5.3) (11.4) (21.9)
Foreign income taxed at rates different from the U.S. statutory rate including GILTI (41.2) 117.8 (53.3)
Valuation allowance adjustment 65.3 18.8 (82.5)
Transition tax and revisions due to subsequent regulations 9.6 (16.0) 408.4
Tax effect of non-deductible stock-based compensation 24.9 7.6 20.7
Stock compensation windfall / shortfall (22.4) (39.4) (67.7)
Research and development tax credit benefit (19.8) (23.5) (11.3)
Closure of income tax audits and changes in uncertain tax positions (2.0) (12.7) 1.2
Tax effect of officer compensation in excess of $1.0 million 3.4 5.0 2.2
Non-deductible expenses 5.4 1.5 2.1
Other 0.5 (0.6) 0.1
$ 80.3 $ 38.1 $ 9.6

Significant components of Autodesk’s deferred tax assets and liabilities are as follows:
January 31,
2020 2019
2020 Annual Report

Stock-based compensation $ 32.8 $ 25.9

Research and development tax credit carryforwards 263.4 238.7
Foreign tax credit carryforwards 253.9 198.6
Accrued compensation and benefits 3.4 6.5
Other accruals not currently deductible for tax 28.4 19.0
Purchased technology and capitalized software 37.7 32.6
Fixed assets 11.6 15.0
Lease liability 106.4 —
Tax loss carryforwards 241.2 237.2
Deferred revenue 29.2 49.0
Other 28.0 28.4
Total deferred tax assets 1,036.0 850.9
Less: valuation allowance (883.4) (797.8)
Net deferred tax assets 152.6 53.1
Indefinite lived intangibles (76.5) (67.6)
Right-of-use assets (101.3) —
Unremitted earnings of foreign subsidiaries (0.9) —
Total deferred tax liabilities (178.7) (67.6)
Net deferred tax assets (liabilities) $ (26.1) $ (14.5)

Autodesk’s fiscal 2020 tax expense is primarily driven by tax expense in foreign locations, withholding taxes on
payments made to the U.S. or to Singapore from foreign sources, and tax amortization on indefinite-lived intangibles offset by a
tax benefit resulting from valuation allowance release in Singapore.

Autodesk regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment,
Autodesk considers both positive and negative evidence, whether it is more likely than not that some or all of the deferred tax
assets will not be realized. In evaluating the need for a valuation allowance, Autodesk considered cumulative losses arising
from the Company's business model transition as a significant piece of negative evidence. Consequently, Autodesk determined

2020 Form 10-K 90

that a valuation allowance was required on the accumulated U.S., Canada and Netherlands tax attributes as of January 31, 2020.
In the current year, the U.S. created incremental deferred tax assets, primarily operating losses, foreign tax and R&D credits,
Canada generated R&D credits and the Netherlands generated non-deductible interest expense. These U.S., Canada and
Netherlands deferred tax attributes have been offset by a full valuation allowance. The valuation allowance increased by $85.6
million in fiscal 2020 primarily due to the generation of deferred tax attributes inclusive of the valuation allowance release of
$42.0 million benefit in Singapore. The valuation allowance increased by $163.6 million, and decreased by $113.8 million in
fiscal 2019 and 2018, respectively, primarily related to U.S. and Singapore tax attributes generated in fiscal year 2019 and the
Tax Act reduction in rate in fiscal 2018.

Given the increase in our global earnings in the current year and the expectation of continued increase in global earnings,
the Company anticipates a significant increase in U.S. taxable income beginning fiscal 2021. Moreover, if we are subject to
GILTI in fiscal 2021, the inclusion of foreign earnings in our U.S. tax basis will be positive evidence in our evaluation of our
need for a valuation allowance on our U.S. deferred tax assets. As Autodesk continually strives to optimize the overall business
model, tax planning strategies may become feasible and prudent allowing the Company to realize many of the deferred tax
assets that are offset by a valuation allowance; therefore, Autodesk will continue to evaluate the ability to utilize the deferred
tax assets each quarter, both in the U.S. and in foreign jurisdictions, based on all available evidence, both positive and negative.

Realization of foreign net deferred tax assets of $56.4 million is dependent upon the Company's ability to generate future
taxable income in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss
carryforwards and tax credits. The amount of deferred tax assets considered realizable is subject to adjustment in future periods
if estimates of future taxable income are reduced and Autodesk then determine that it is not more likely than not to realize such
deferred tax assets.

The Tax Act provided broad and significant changes to the U.S. corporate income tax regime. In light of our fiscal year-

2020 Annual Report

end, the Tax Act reduced the statutory federal corporate rate from 35% to 34% for fiscal 2018 and to 21% for fiscal 2019 and
forward. The Tax Act also, among many other provisions, imposed a one-time mandatory tax on accumulated earnings of
foreign subsidiaries (commonly referred to as the "transition tax") to which we were subject in our fiscal year 2018, subjects the
deemed intangible income of our foreign subsidiaries to current U.S. taxation (commonly referred to as "GILTI"), provides for a
full dividends received deduction upon repatriation of untaxed earnings of our foreign subsidiaries, imposes a minimum
taxation (without most tax credits) on modified taxable income, which is generally taxable income without deductions for
payments to related foreign companies (commonly referred to as “BEAT”), modifies the accelerated depreciation deduction
rules, and made updates to the deductibility of certain expenses. We completed our determination of the accounting
implications of the Tax Act on our tax accruals in our fiscal year January 31, 2019; any subsequent adjustments would be solely
related to issuance of regulations related to provision of Tax Act or tax audits in U.S. or foreign jurisdictions..

We recorded a tax benefit of the Tax Act in our financial statements as of January 31, 2018 of approximately $32.3 million
mainly driven by the corporate rate re-measurement (from 35% to 21%) of the indefinite-lived intangible deferred tax liability.

As of January 31, 2018, we estimated taxable income associated with offshore earnings of $831.5 million, and as of
January 31, 2019, we adjusted the taxable income to $819.6 million for transition tax. We had an incremental adjustment to our
transition tax in our fiscal year 2020 of $45.5 million, as a result of additional Treasury Regulations published this year.
Transition tax related to adjustments in the offshore earnings or correlated foreign tax credits resulted in no impact to the
effective tax rate as it is primarily offset by net operating losses that are subject to a full valuation allowance. As a result of
transition tax, we recorded a deferred tax asset of approximately $43.2 million for foreign tax credits, which are also subject to
a full valuation allowance.

We have not had a GILTI inclusion in fiscal 2019 and fiscal 2020 resulting in no impact to the effective tax rates.

We anticipate that the U.S. Department of Treasury and other standard-setting bodies will continue to interpret or issue
guidance on how provisions of the Tax Act will be applied or otherwise administered. As future guidance is issued, we may
make adjustments to amounts that we have previously recorded that may materially impact our financial statements in the
period in which the adjustments are made.

As of January 31, 2020, Autodesk had $742.8 million of cumulative U.S. federal tax loss carryforwards and $1,486.2
million of cumulative U.S. state tax loss carryforwards, which may be available to reduce future income tax liabilities in federal
and state jurisdictions. The pre-fiscal 2019 U.S. federal tax loss carryforward will expire beginning fiscal 2021 through fiscal
2037. U.S. federal losses generated beginning in fiscal 2019 do not expire and are carried forward indefinitely. The U.S. state
tax loss carryforward will expire beginning fiscal 2021 through fiscal 2039.

2020 Form 10-K 91

 In addition to U.S. federal and state tax loss carryforwards, Ireland, Netherlands, and Singapore jurisdictions incurred
federal tax losses totaling $277.7 million, which may be available to reduce future income tax liabilities. As discussed above,
with the exception of our Irish and Singaporean losses, of $37.9million and $195.6 million, respectively, these cumulative
assets have full valuation allowance against them on our balance sheet as the Company has determined it is more likely than not
that these losses will not be utilized.

As of January 31, 2020, Autodesk had $186.3 million of cumulative U.S. federal research tax credit carryforwards, $98.0
million of cumulative California state research tax credit carryforwards, and $58.4 million of cumulative Canadian federal tax
credit carryforwards, which may be available to reduce future income tax liabilities in the respective jurisdictions. The federal
tax credit carryforwards will expire beginning fiscal 2021 through fiscal 2040, the state credit carryforwards may reduce future
California income tax liabilities indefinitely, and the Canadian tax credit carryforwards will expire beginning fiscal 2028
through fiscal 2040. Autodesk also has $267.1 million of cumulative U.S. federal foreign tax credit carryforwards, which may
be available to reduce future U.S. tax liabilities. These foreign tax credits will expire beginning fiscal 2021 through fiscal 2030.
As discussed above, these cumulative assets have full valuation allowance against them on our balance sheet as the Company
has determined it is more likely than not that these losses will not be utilized.

Utilization of net operating losses and tax credits may be subject to an annual limitation due to ownership change
limitations provided in the Internal Revenue Code and similar state provisions. This annual limitation may result in the
expiration of net operating losses and credits before utilization. There were no permanent losses of U.S. federal and state tax
attributes as a result of any ownership changes occurring through the balance sheet date.

As of January 31, 2020, the Company had $220.6 million of gross unrecognized tax benefits, of which $203.7 million
would reduce our valuation allowance, if recognized. The remaining $16.9 million would impact the effective tax rate.
2020 Annual Report

It is possible that the amount of unrecognized tax benefits will change in the next twelve months; however, an estimate of
the range of the possible change cannot be made at this time.

A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits is as follows:
Fiscal Year Ended January 31,
2020 2019 2018
Gross unrecognized tax benefits at the beginning of the fiscal year $ 209.0 $ 337.6 $ 261.4
Increases for tax positions of prior years 2.8 7.9 22.8
Decreases for tax positions of prior years (0.4) (146.3) (22.5)
Increases for tax positions related to the current year 11.1 10.3 78.4
Decreases relating to settlements with taxing authorities — — (0.8)
Reductions as a result of lapse of the statute of limitations (1.9) (0.5) (1.7)
Gross unrecognized tax benefits at the end of the fiscal year $ 220.6 $ 209.0 $ 337.6

It is the Company's continuing practice to recognize interest and/or penalties related to income tax matters in income tax
expense. Autodesk had $2.3 million, $3.1 million, and $2.8 million, net of tax benefit, accrued for interest and penalties related
to unrecognized tax benefits as of January 31, 2020, 2019, and 2018, respectively. There was $(0.8) million, $0.3 million, and
$0.3 million of net expense for interest and penalties related to tax matters recorded through the consolidated statements of
operations for the years ended January 31, 2020, 2019, and 2018, respectively.

Autodesk's U.S. and state income tax returns for fiscal year 2001 through fiscal year 2020 remain open to examination
due to either net operating loss or credit carryforward. The Internal Revenue Service has examined the Company's U.S.
consolidated federal income tax returns for fiscal years 2014 and 2015. This audit was finalized on January 31, 2019, and
impacts from the finalization of the audit were recorded in the fiscal 2019 financial statements.

Autodesk files tax returns in multiple foreign taxing jurisdictions with open tax years ranging from fiscal year 2006 to
2020.

As a result of certain business and employment actions and capital investments undertaken by Autodesk, income earned in
certain Europe and Asia Pacific countries was subject to reduced tax rates through fiscal 2019. Historically, the Company

2020 Form 10-K 92

incurred $11.4 million net benefit ($0.05 basic net income per share) in fiscal 2019 from the tax status of these business
arrangements, and $0.0 million ($0.00 basic net income per share) in fiscal 2018.

6. Acquisitions

The results of operations for the following acquisitions are included in the accompanying Consolidated Statements of
Operations since their respective acquisition dates. Pro forma results of operations have been presented for acquisitions that
were material to Autodesk's Consolidated Financial Statements.

Fiscal 2020 Acquisitions

During the fiscal year ended January 31, 2020, Autodesk did not complete any business combinations or technology
acquisitions.

Fiscal 2019 Acquisitions

BuildingConnected, Inc.

On January 23, 2019, Autodesk acquired BuildingConnected, Inc. ("BuildingConnected"). BuildingConnected is a leading
provider of construction bid-management software.

The acquisition-date fair value of the consideration transferred totaled $253.2 million, which consisted of $248.1 million
of cash, and $5.1 million attributable to the fair value of equity awards related to pre-combination services. Under the terms of
the merger agreement, Autodesk replaced BuilidingConnected's unvested options with 116,279 Autodesk options.

2020 Annual Report

PlanGrid, Inc.

On December 19, 2018, Autodesk acquired PlanGrid, Inc. ("PlanGrid"). PlanGrid is a leading provider of construction
productivity software and this acquisition.

The acquisition-date fair value of the consideration transferred totaled $777.6 million, which consisted of $772.4 million
of cash and $5.2 million attributed to the fair value of assumed PlanGrid equity awards for pre-combination services. Under the
terms of the merger agreement, Autodesk replaced PlanGrid's unvested options and restricted stock awards with 602,051
Autodesk options and 41,069 Autodesk RSUs. Autodesk entered into a term loan agreement in the aggregate principal amount
of $500.0 million to fund a portion of the purchase. See Note 8, "Borrowing Arrangements" for more information.

Assemble Systems, Inc.

On July 3, 2018, Autodesk acquired Assemble Systems, Inc. ("Assemble Systems"). Assemble Systems is a provider of
software solutions that enable construction professionals to influence, query and connect BIM data to key workflows across bid
management, estimating, scheduling, site management and finance.

The acquisition-date fair value of the consideration transferred totaled $93.6 million, which consisted of $38.2 million of
cash, $44.8 million of Autodesk common stock (340,769 shares) and ascribed a value of $10.6 million to Autodesk's existing
equity interest in Assemble Systems.

Prior to the acquisition date, Autodesk accounted for its approximate 14% equity interest in Assemble Systems as a cost-
method investment. The acquisition-date fair value of Autodesk's existing equity interest was $10.6 million and was included in
the measurement of the consideration transferred. Autodesk recognized a gain of $4.6 million as a result of remeasuring its
prior equity interest in Assemble Systems held before the business combination using a control premium to calculate a discount
for lack of control. The gain is included in “Interest and other expense, net” in the Consolidated Statements of Operations.

2020 Form 10-K 93

 Purchase Price Allocation

For the Assemble Systems, PlanGrid, and BuildingConnected acquisitions that were accounted for as business
combinations, Autodesk recorded the tangible and intangible assets acquired and liabilities assumed based on their estimated
fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on
estimates and assumptions determined by management. Autodesk recorded the excess of consideration transferred over the
aggregate fair values as goodwill. The goodwill recorded was primarily attributable to synergies expected to arise after the
acquisition. There is no amount of goodwill that is deductible for U.S. income tax purposes.

The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for the
business combinations that were completed during the fiscal year ended January 31, 2019:

Assemble Systems (1) PlanGrid (2) BuildingConnected (3) Total

Developed technologies $ 4.4 $ 78.0 $ 12.5 $ 94.9
Customer relationships and other non-current
intangible assets 12.0 98.0 26.9 136.9
Trade name 2.8 20.0 6.8 29.6
Goodwill 71.8 589.5 206.7 868.0
Deferred revenue (current and non-current) (1.7) (25.5) (2.8) (30.0)
Net tangible assets 4.3 17.6 3.1 25.0
Total $ 93.6 $ 777.6 $ 253.2 $ 1,124.4
_______________
(1) During fiscal 2020, Autodesk recorded a measurement period adjustment related to the valuation of the deferred tax liability associated
2020 Annual Report

with the Assemble Systems acquisition. This adjustment reduced goodwill and increased net tangible assets by $0.2 million.
(2) During fiscal 2020, Autodesk recorded measurement period adjustments to the preliminary determination of estimated fair value of
assets and liabilities assumed associated with the PlanGrid acquisition in the amount of $0.8 million. These adjustments increased
goodwill and reduced net tangible assets.
(3) During fiscal 2020, Autodesk recorded measurement period adjustments to the preliminary determination of estimated fair value of
assets and liabilities assumed associated with the BuildingConnected in the amount of $0.4 million. These adjustments increased
goodwill and reduced net tangible assets.
For the three business combinations in fiscal 2019, the determination of estimated fair values of certain assets and
liabilities was derived from estimated fair value assessments and assumptions by Autodesk. For PlanGrid and
BuildingConnected, Autodesk's estimates and assumptions were subject to change within the measurement period (up to one
year from the acquisition date). For the three business combinations in fiscal 2019, the tax impact of the acquisition was also
subject to change within the measurement period.

Unaudited Pro Forma Results of Acquirees

Autodesk has included the financial results of each of the acquirees in the consolidated financial statements from the
respective dates of acquisition; the revenues and the results of each of the acquirees, except for PlanGrid, have not been
material both individually or in the aggregate to Autodesk's fiscal 2019 and 2018 results.

The following unaudited pro forma financial information summarizes the combined results of operations for Autodesk
and PlanGrid, as though the companies were combined as of the beginning of Autodesk's fiscal year 2018. The unaudited pro
forma financial information was as follows (in millions):

Fiscal Year ended January 31,

2019 2018
Total revenues $ 2,632.6 $ 2,099.2
Pretax loss (157.5) (724.9)
Net loss (200.1) (734.5)

The pro forma financial information for all periods presented includes the business combination accounting effects from
the acquisition of PlanGrid including amortization expense from acquired intangible assets, compensation expense, and the

2020 Form 10-K 94

interest expense and debt issuance costs related to the term loan agreement. The historical financial information has been
adjusted to give effect to pro forma events that are directly attributable to the business combinations and factually supportable.
The pro forma financial information is for informational purposes only and is not indicative of the results of operations that
would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2018.

The pro forma financial information for fiscal 2019 and 2018 combines the historical results of the Company, the adjusted
historical results of PlanGrid for fiscal 2019 and 2018 considering the date the Company acquired PlanGrid and the effects of
the pro forma adjustments described above.

7. Deferred Compensation

At January 31, 2020, Autodesk had marketable securities totaling $69.0 million, all of which related to investments in
debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. Of the $69.0 million
related to the deferred compensation liability at January 31, 2020, $5.3 million was classified as current and $63.7 million was
classified as non-current liabilities. Of the $60.3 million related to the deferred compensation liability at January 31, 2019, $5.0
million was classified as current and $55.3 million was classified as non-current liabilities. The securities are recorded in the
Consolidated Balance Sheets under the current portion of "Marketable securities". The current and non-current portions of the
liability are recorded in the Consolidated Balance Sheets under “Accrued compensation” and “Long-Term Other liabilities”,
respectively.

Costs to obtain a contract with a customer

Sales commissions earned by our internal sales personnel and our reseller partners are considered incremental and
recoverable costs of obtaining a contract with a customer. The ending balance of assets recognized from costs to obtain a
contract with a customer was $98.8 million and $93.0 million as of January 31, 2020, and January 31, 2019, respectively.

2020 Annual Report

Amortization expense related to assets recognized from costs to obtain a contract with a customer was $101.6 million and
$108.8 million during fiscal years ended January 31, 2020, and January 31, 2019, respectively. Autodesk did not recognize any
contract cost impairment losses during the fiscal years ended January 31, 2020 and January 31, 2019.

8. Borrowing Arrangements

In January 2020, Autodesk issued $500.0 million aggregate principal amount of 2.85% notes due January 15, 2030 (“2020
Notes”). Net of a discount of $1.1 million and issuance costs of $4.8 million, Autodesk received net proceeds of $494.1 million
from issuance of the 2020 Notes. Both the discount and issuance costs are being amortized to interest expense over the term of
the 2020 Notes using the effective interest method. On March 4, 2020, proceeds of the 2020 Notes were used for the repayment
of $450.0 million of debt due June 15, 2020, subject to a make-whole premium. See Note 17, "Subsequent Events," for further
discussion on the repayment. The remainder will be used for general corporate purposes.

In December 2018, Autodesk entered into a credit agreement by and among Autodesk, the lenders from time to time party
thereto and Citibank, N.A., as agent, which provides for an unsecured revolving loan facility in the aggregate principal amount
of $650.0 million with an option, subject to customary conditions, to request an increase in the amount of the credit facility by
up to an additional $350.0 million, and is available for working capital or other business needs. The credit agreement replaced
and terminated Autodesk’s prior $400.0 million revolving credit facility. The credit agreement contains customary covenants
that could, among other things, restrict the imposition of liens on Autodesk's assets, and restrict Autodesk's ability to incur
additional indebtedness or make dispositions of assets if Autodesk fails to maintain compliance with the financial covenants.
The credit agreement financial covenants consist of (1) a minimum interest coverage ratio of 2.50:1.0 starting with the fiscal
quarter ending January 31, 2019 and increasing to 3.00:1.0 starting with the fiscal quarter ending April 30, 2019, and (2) a
maximum leverage ratio of 3.50:1.0 starting with the fiscal quarter ending July 31, 2019, and dropping to 3.00:1.0 in the fiscal
quarter ending January 31, 2020. At January 31, 2020, Autodesk was in compliance with the credit agreement covenants.
Revolving loans under the credit agreement bear interest, at Autodesk's option, at either (i) a floating rate per annum equal to
the base rate plus a margin of between 0.000% and 0.500%, depending on Autodesk’s Public Debt Rating (as defined in the
credit agreement) or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market,
plus a margin of between 0.900% and 1.500%, depending on Autodesk’s Public Debt Rating. The maturity date on the credit
agreement is December 2023. At January 31, 2020, Autodesk had no outstanding borrowings under the credit agreement.

In December 2018, Autodesk also entered into a Term Loan Agreement by and among Autodesk, the lenders from time to
time party thereto and Citibank, N.A., as agent, which provides for a delayed draw term loan facility in the aggregate principal
amount of $500.0 million and was borrowed in full to consummate the PlanGrid, Inc. acquisition in Note 6, "Acquisitions". The
term loan bears interest, at Autodesk's option, at either (i) a floating rate per annum equal to the base rate plus a margin between

2020 Form 10-K 95

 0.000% and 0.625%, depending on Autodesk's Public Debt Rating or (ii) a per annum rate equal to the rate at which dollar
deposits are offered in the London interbank market, plus a margin of between 0.875% and 1.625%, depending on Autodesk's
Public Debt Rating. Based on Autodesk's current credit ratings the term loan bears interest at a per annum rate equal to the rate
at which dollar deposits are offered in the London interbank market, plus a margin of 1.125% per annum. Interest under the
term loan was 2.689% upon final payment. As of January 31, 2020, the term loan was repaid in full.

In June 2017, Autodesk issued $500.0 million aggregate principal amount of 3.5% notes due June 15, 2027 (collectively,
the “2017 Notes”). Net of a discount of $3.1 million and issuance costs of $4.9 million, Autodesk received net proceeds of
$492.0 million from issuance of the 2017 Notes. Both the discount and issuance costs are being amortized to interest expense
over the term of the 2017 Notes using the effective interest method. The proceeds of the 2017 Notes have been used for the
repayment of $400.0 million of debt due December 15, 2017 and the remainder is available for general corporate purposes.

In June 2015, Autodesk issued $450.0 million aggregate principal amount of 3.125% notes due June 15, 2020 ("$450.0
million 2015 Notes") and $300.0 million aggregate principal amount of 4.375% notes due June 15, 2025 ("$300.0 million 2015
Notes") (collectively, the “2015 Notes”). Net of a discount of $0.6 million and $1.1 million, and issuance costs of $3.8 million
and $2.5 million, Autodesk received net proceeds of $445.6 million and $296.4 million from issuance of the $450.0 million
2015 Notes and $300.0 million 2015 Notes, respectively. Both the discount and issuance costs are being amortized to interest
expense over the respective terms of the 2015 Notes using the effective interest method. The proceeds of the 2015 Notes are
available for general corporate purposes. On March 4, 2020, the proceeds of the 2020 Notes were used for the repayment of the
$450.0 million 2015 Notes. See Note 17, "Subsequent Events," for further discussion on the repayment. As of January 31, 2020,
the $450.0 million 2015 Notes are recorded in the Consolidated Balance Sheets under "Current portion of long-term notes
payable, net", and the weighted average interest rate was 4.375%.

In December 2012, Autodesk issued $350.0 million aggregate principal amount of 3.6% notes due December 15, 2022
2020 Annual Report

("2012 Notes"). Autodesk received net proceeds of $346.7 million from issuance of the 2012 Notes, net of a discount of $0.5
million and issuance costs of $2.8 million. Both the discount and issuance costs are being amortized to interest expense over the
respective terms of the 2012 Notes using the effective interest method. The proceeds of the 2012 Notes are available for general
corporate purposes.

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

Based on the quoted market prices, the approximate fair value of the notes as of January 31, 2020 were as follows:
Aggregate Principal
Amount Fair value
2012 Notes $ 350.0 $ 364.0
$450 2015 Notes 450.0 451.5
$300 2015 Notes 300.0 331.9
2017 Notes 500.0 535.0
2020 Notes 500.0 513.3

2020 Form 10-K 96

 The expected future principal payments for all borrowings as of January 31, 2020 are as follows:

Fiscal year ending

2021 $ 450.0
2022 —
2023 350.0
2024 —
2025 —
Thereafter 1,300.0
Total principal outstanding $ 2,100.0

9. Leases

Autodesk has operating leases for real estate, vehicles and certain equipment. Leases have remaining lease terms of less than
1 year to 70 years, some of which include options to extend the lease with renewal terms from 1 year to 10 years and some of
which include options to terminate the leases from less than 1 year to 10 years. Options to extend the lease are included in the
lease liability if they are reasonably certain of being exercised. Options to terminate are considered in determining the lease liability
if they are reasonably certain of being exercised. Payments under our lease arrangements are primarily fixed, however, certain
lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and
liabilities. These amounts include payments affected by the Consumer Price Index, payments for common area maintenance that
are subject to annual reconciliation, and payments for maintenance and utilities. The Company’s leases do not contain residual
value guarantees or material restrictive covenants. Short-term leases are recognized in the consolidated statement of operations
on a straight-line basis over the lease term. Short-term lease expense was not material for the periods presented.

2020 Annual Report

The components of lease cost were as follows:

Fiscal Year Ended January 31, 2020

Cost of
subscription and
maintenance Cost of other Marketing Research and General and
revenue revenue and sales development administrative Total
Operating lease cost $ 6.6 $ 2.2 $ 38.0 $ 27.3 $ 12.7 $ 86.8
Variable lease cost 0.9 0.3 5.4 3.8 1.8 12.2

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

Fiscal Year Ended
January 31, 2020
Cash paid for operating leases included in operating cash flows (1) $ 93.5
Non-cash operating lease liabilities arising from obtaining operating right-of-use assets 231.7
_______________
(1) Includes $12.2 million in variable lease payments not included in "Operating lease liabilities" and "Long-term operating lease liabilities"
on the Consolidated Balance Sheet.

The weighted average remaining lease term for operating leases is 7.5 years at January 31, 2020. The weighted average
discount rate was 3.41% at January 31, 2020.

2020 Form 10-K 97

 Maturities of operating lease liabilities were as follows:

Fiscal year ending

2021 $ 60.4
2022 90.9
2023 84.4
2024 71.3
2025 52.3
Thereafter 167.6
526.9
Less imputed interest (67.1)
Present value of operating lease liabilities $ 459.8

As of January 31, 2020, Autodesk has additional operating lease minimum lease payments of $22.7 million for executed
leases that have not yet commenced, primarily for office locations.

Rent expense related to operating leases recognized on a straight-line basis over the lease period under previous
accounting guidance, was as follows:
Fiscal Year Ended January 31,

2019 2018
Rent expense $ 60.7 $ 55.9
2020 Annual Report

10. Commitments and Contingencies

Purchase commitments

In the normal course of business, Autodesk enters into various purchase commitments for goods or services. Total non-
cancellable purchase commitments as of January 31, 2020, were approximately $402.0 million for periods through fiscal 2028.
These purchase commitments primarily result from contracts entered into for the acquisition of cloud services, IT infrastructure,
marketing, and software development services, as well as commitments related to our investment agreements with limited
liability partnership funds.

Autodesk has certain royalty commitments associated with the sale and licensing of certain products. Royalty expense is
generally based on a fixed rate over a specified period, dollar amount per unit sold or a percentage of the underlying revenue.
Royalty expense, which was recorded under cost of subscription and maintenance revenue and cost of other revenue on
Autodesk’s Consolidated Statements of Operations, was $14.3 million in fiscal 2020, $6.4 million in fiscal 2019, and $15.3
million in fiscal 2018.

Guarantees and Indemnifications

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

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

As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain
events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum

2020 Form 10-K 98

potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited;
however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and
may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these
indemnification agreements in excess of applicable insurance coverage is minimal.

Legal Proceedings

Autodesk is involved in a variety of claims, suits, inquiries, investigations, and proceedings in the normal course of
business including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of
unauthorized use, business practices, and other matters. Autodesk routinely reviews the status of each significant matter and
assesses its potential financial exposure. If the potential loss from any matter is considered probable and the amount can be
reasonably estimated, Autodesk records a liability for the estimated loss. Because of inherent uncertainties related to these legal
matters, Autodesk bases its loss accruals on the best information available at the time. As additional information becomes
available, Autodesk reassesses its potential liability and may revise its estimates. In the Company's opinion, resolution of
pending matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows, or its
financial position. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable
resolution of one or more such proceedings could in the future materially affect the Company's results of operations, cash flows,
or financial position in a particular period, however, based on the information known by the Company as of the date of this
filing and the rules and regulations applicable to the preparation of the Company's financial statements, any such amount is
either immaterial or it is not possible to provide an estimated amount of any such potential loss.

11. Stock Repurchase Program

Autodesk has a stock repurchase program that is used to offset dilution from the issuance of stock under the Company’s

2020 Annual Report

employee stock plans and for such other purposes as may be in the interests of Autodesk and its stockholders, which has the
effect of returning excess cash generated from the Company’s business to stockholders. Autodesk repurchased and retired
approximately 2.7 million shares in fiscal 2020 at an average repurchase price of $168.63 per share, 2.2 million shares in fiscal
2019 at an average repurchase price of $130.15 per share, and 6.9 million shares in fiscal 2018 at an average repurchase price of
$100.45.

At January 31, 2020, 14.7 million shares remained available for repurchase under the repurchase program approved by
the Board of Directors. 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,
cash requirements for acquisitions, economic and market conditions, stock price and legal and regulatory requirements.

12. Interest and Other Expense, net

Interest and other expense, net, consists of the following:

Fiscal Year Ended January 31,
2020 2019 2018
Interest and investment expense, net $ (54.0) $ (52.1) $ (34.5)
Gain (loss) on foreign currency 3.9 5.1 (3.3)
(Loss) gain on strategic investments (3.3) 12.5 (16.4)
Other income 5.2 16.8 6.0
Interest and other expense, net $ (48.2) $ (17.7) $ (48.2)

2020 Form 10-K 99

 13. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of taxes, consisted of the following:

Net
Net Unrealized
Unrealized Gains
(Losses) (Losses) on Defined Foreign
Gains on Available for Benefit Currency
Derivative Sale Pension Translation
Instruments Securities Components Adjustments Total
Balances, January 31, 2018 $ (16.6) $ 1.3 $ (29.3) $ (79.2) $ (123.8)
Other comprehensive income (loss) before reclassifications 20.6 0.7 14.7 (58.3) (22.3)
Pre-tax gains reclassified from accumulated other comprehensive
income 12.1 1.3 0.3 — 13.7
Tax effects (1.1) — (2.0) 0.5 (2.6)
Net current period other comprehensive income (loss) 31.6 2.0 13.0 (57.8) (11.2)
Balances, January 31, 2019 15.0 3.3 (16.3) (137.0) (135.0)
Other comprehensive income (loss) before reclassifications 4.1 1.8 — (13.7) (7.8)
Pre-tax losses reclassified from accumulated other comprehensive
income (9.6) — (8.1) — (17.7)
Tax effects (1.1) (0.4) 1.6 0.1 0.2
Net current period other comprehensive (loss) income (6.6) 1.4 (6.5) (13.6) (25.3)
Balances, January 31, 2020 $ 8.4 $ 4.7 $ (22.8) $ (150.6) $ (160.3)
2020 Annual Report

Reclassifications related to gains and losses on available-for-sale debt securities are included in "Interest and other
expense, net". Refer to Note 3, "Financial Instruments" for the amount and location of reclassifications related to derivative
instruments. Reclassifications of the defined benefit pension components of net periodic benefit cost are included in "Interest
and other expense, net".

14. Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding
for the period, excluding stock options and restricted stock units. Diluted net income (loss) per share is based upon the weighted
average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the
effect of stock options and restricted stock units under the treasury stock method. The following table sets forth the computation
of the numerators and denominators used in the basic and diluted net income (loss) per share amounts:
Fiscal Year Ended January 31,
2020 2019 2018
Numerator:
Net income (loss) $ 214.5 $ (80.8) $ (566.9)
Denominator:
Denominator for basic net income (loss) per share—weighted average shares 219.7 218.9 219.5
Effect of dilutive securities (1) 2.8 — —
Denominator for dilutive net income (loss) per share 222.5 218.9 219.5
Basic net income (loss) per share $ 0.98 $ (0.37) $ (2.58)
Diluted net income (loss) per share $ 0.96 $ (0.37) $ (2.58)
____________________
(1) The effect of dilutive securities of 3.1 million and 4.5 million shares for the fiscal years ended January 31, 2019 and 2018, respectively,
have been excluded from the calculation of diluted net loss per share as those shares would have been anti-dilutive due to the net loss
incurred during those fiscal years.

The computation of diluted net income (loss) per share does not include shares that are anti-dilutive under the treasury
stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the fiscal year.
There were no potentially anti-dilutive shares excluded from the computation of diluted net income per share for the fiscal year

2020 Form 10-K 100

ended January 31, 2020. The effect of 0.5 million and 0.5 million potentially anti-dilutive shares were excluded from the
computation of net loss per share for the fiscal years ended January 31, 2019 and 2018, respectively.

15. Retirement Benefit Plans

Pretax Savings Plan

Autodesk has a 401(k) plan that covers nearly all U.S. employees. Eligible employees may contribute up to 75% of their
pretax salary, subject to limitations mandated by the Internal Revenue Service. Autodesk makes voluntary cash contributions
and matches a portion of employee contributions in cash. Autodesk’s contributions were $21.4 million in fiscal 2020, $17.1
million in fiscal 2019, and $17.3 million in fiscal 2018. Autodesk does not allow participants to invest in Autodesk common
stock through the 401(k) plan.

Defined Benefit Pension Plans

Autodesk provides certain defined benefit pension plans to employees located in countries outside of the U.S.,
primarily the United Kingdom, Switzerland, and Japan. The Company deposits funds for specific plans, consistent with the
requirements of local law, with insurance companies or third-party trustees, or into government-managed accounts, and accrues
for the unfunded portion of the obligation, where material.

The projected benefit obligation was $103.5 million and $91.6 million as of January 31, 2020, and January 31, 2019,
respectively. The accumulated benefit obligation was $97.3 million and $85.1 million as of January 31, 2020, and January 31,
2019. The related fair value of plan assets was $96.2 million and $80.8 million as of January 31, 2020, and January 31, 2019,
respectively. Our defined pension plan assets are measured at fair value and consist primarily of insurance contracts categorized

2020 Annual Report

as level 2 in the fair value hierarchy and an investment fund valued using net asset value. The insurance contracts represent the
immediate cash surrender value of assets managed by qualified insurance companies. The assets held in the investment fund are
invested in a diversified growth fund actively managed by a third-party.
Autodesk recognized $11.6 million and $10.8 million in other long-term liabilities within the consolidated balance
sheets as of January 31, 2020, and January 31, 2019, respectively. Our total net periodic pension plan cost (benefit) was $3.7
million, $(3.1) million and $6.7 million for fiscal years 2020, 2019, and 2018, respectively.
Our expected funding for the plans during fiscal 2021 is approximately $4.9 million.

Estimated Future Benefit Payments

Estimated benefit payments over the next 10 fiscal years are as follows:

Pension
(in millions) Benefits
2021 $ 2.3
2022 2.1
2023 2.1
2024 2.1
2025 2.9
2026-2030 12.4
Total $ 23.9

Defined Contribution Plans

Autodesk also provides defined contribution plans in certain foreign countries where required by statute. Autodesk’s
funding policy for foreign defined contribution plans is consistent with the local requirements in each country. Autodesk’s
contributions to these plans were $28.7 million in fiscal 2020, $29.6 million in fiscal 2019, and $27.2 million in fiscal 2018.

Cash Balance Plans

Autodesk provides a cash balance plan that insures the risks of disability, death, and longevity, in which the vested
pension capital is reinvested and provides a 100% capital and interest guarantee. The weighted-average guaranteed interest

2020 Form 10-K 101

 crediting rate for cash balance plans was 1%, 1%, and 1% for mandatory retirement savings and 0.1%, 0.3%, and 0.3% for
supplementary retirement savings for fiscal 2020, 2019 and 2018, respectively.

Other Plans

In addition, Autodesk offers a non-qualified deferred compensation plan to certain key employees whereby they may
defer a portion (or all) of their annual compensation until retirement or a different date specified by the employee in accordance
with terms of the plan. See Note 7, “Deferred Compensation”, for further discussion.

16. Selected Quarterly Financial Information (Unaudited)

Summarized quarterly financial information for fiscal years 2020 and 2019 is as follows:
2020 1st quarter 2nd quarter 3rd quarter 4th quarter Fiscal year
Net revenue $ 735.5 $ 796.8 $ 842.7 $ 899.3 $ 3,274.3
Gross profit 652.8 717.3 763.2 816.1 2,949.4
Income from operations 24.8 73.8 110.6 133.8 343.0
(Provision) benefit for income taxes (32.8) (26.3) (29.7) 8.5 (80.3)
Net (loss) income (24.2) 40.2 66.7 131.8 214.5
Basic net (loss) income per share (2) $ (0.11) $ 0.18 $ 0.30 $ 0.60 $ 0.98
Diluted net (loss) income per share (2) $ (0.11) $ 0.18 $ 0.30 $ 0.59 $ 0.96
(Loss) Income from operations includes
the following items:
2020 Annual Report

Stock-based compensation expense $ 75.2 $ 88.2 $ 94.0 $ 105.0 $ 362.4

Amortization of acquisition related
intangibles 19.0 18.3 18.1 18.0 73.4
Acquisition related costs 12.7 6.0 2.5 2.1 23.3
Restructuring and other exit costs, net $ 0.2 $ 0.2 $ 0.1 $ — $ 0.5

2019 1st quarter 2nd quarter 3rd quarter 4th quarter Fiscal year
Net revenue (1) $ 559.9 $ 611.7 $ 660.9 $ 737.3 $ 2,569.8
Gross profit (1) 493.1 541.9 588.6 660.3 2,283.9
(Loss) Income from operations (1) (55.3) (24.7) 14.7 40.3 (25.0)
(Provision) benefit for income taxes (18.6) (16.0) (35.2) 31.7 (38.1)
Net (loss) income (1) (82.4) (39.4) (23.7) 64.7 (80.8)
Basic net (loss) income per share (1) (2) $ (0.38) $ (0.18) $ (0.11) $ 0.30 $ (0.37)
Diluted net (loss) income per share (1) (2) $ (0.38) $ (0.18) $ (0.11) $ 0.29 $ (0.37)
(Loss) Income from operations includes
the following items:
Stock-based compensation expense $ 54.4 $ 56.9 $ 64.2 $ 74.0 $ 249.5
Amortization of acquisition related
intangibles 7.4 7.2 7.8 11.1 33.5
CEO transition costs — (0.1) — — (0.1)
Acquisition related costs — 2.5 1.8 11.9 16.2
Restructuring and other exit costs, net $ 22.5 $ 13.8 $ 3.7 $ 1.9 $ 41.9
____________________
(1) Reflects the impact of the adoption of new accounting standards in fiscal year 2019 related to ASC Topic 606 and ASC Topic 340.
(2) Net (loss) income per share were computed independently for each of the periods presented; therefore the sum of the net (loss) income
per share amount for the quarters may not equal the total for the fiscal year.

2020 Form 10-K 102

17. Subsequent Events

On March 4, 2020, Autodesk redeemed in full $450.0 million in aggregate principal amount of its outstanding 3.125%
senior notes due June 15, 2020. The redemption was completed pursuant to the optional redemption provisions. To redeem the
2015 Notes, Autodesk paid a redemption price of approximately $452.1 million, plus accrued and unpaid interest to, but not
including, the date of the redemption. The Company did not incur any additional early termination penalties in connection with
such redemption.

2020 Annual Report

2020 Form 10-K 103

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Autodesk, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Autodesk, Inc. (the Company) as of January 31, 2020,
and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ (deficit) equity, and cash
flows for each of the three years in the period ended January 31, 2020, and the related notes and the financial statement schedule
listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2020,
and 2019, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2020, in
conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of January 31, 2020, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) and our report dated March 19, 2020 expressed an unqualified opinion thereon.
Adoption of New Accounting Standard

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for recognizing
revenue from contracts with customers and recognizing costs related to obtaining a customer contract in the year ended January
31, 2019 due to the adoption of ASU No. 2014 09, Revenue from Contracts with Customers.
2020 Annual Report

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.

2020 Form 10-K 104

 5HYHQXH5HFRJQLWLRQ
Description As discussed in Note 1 to the consolidated financial statements, revenue is recognized when the Company's
of the Matter offerings are delivered to customers, in an amount that reflects the consideration expected in exchange for
products and services. Determining whether the Company’s products and services are considered distinct
performance obligations that should be accounted for separately or as one combined performance obligation
may require significant judgment. For the Company’s product subscriptions and enterprise business agreement
("EBA") subscriptions in which the desktop software and related cloud functionalities are highly interrelated,
the combined performance obligation is recognized ratably over the contract term as the subscription is
delivered. Judgment is required to determine the level of integration and interdependency between individual
components of desktop software applications and cloud functionalities. This determination influences whether
the desktop software is considered distinct and accounted for separately as a license performance obligation
recognized at the time of delivery, or not distinct and accounted for together with the cloud functionalities as a
single subscription performance obligation recognized over time.
Auditing the Company’s revenue recognition accounting policy required a significant level of auditor
judgment to assess whether the products and services included in the Company’s product subscriptions and
EBA subscriptions should be accounted for as distinct performance obligations or as one combined
performance obligation.

How We We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls
Addressed over the Company's identification and evaluation of performance obligations. For example, we tested
the Matter in management’s assessment of performance obligations included in new product and service offerings.
Our Audit
Our audit procedures also included, among others, evaluating the interdependency and level of integration
between the software and cloud functionality. We also assessed key assumptions related to the software and
cloud functionality with the Company’s product specialists and further reviewed information externally
available on the Company’s product offerings. We have also evaluated the Company’s revenue disclosures in
relation to these matters.

2020 Annual Report

8QFHUWDLQWD[SRVLWLRQV
Description As discussed in Note 1 and Note 5 to the consolidated financial statements, the Company makes estimates in
of the Matter determining the accruals for uncertain tax positions. As of January 31, 2020, the Company had gross
unrecognized tax benefits of $220.6 million for uncertain tax positions.
Auditing management's estimate of the amount of tax benefit related to the Company's uncertain tax positions
that qualified for recognition involved especially challenging auditor judgment because management's
estimate required significant judgment in evaluating the technical merits of the positions, including
interpretations of applicable tax laws and regulations.

How We We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls
Addressed over the Company’s accounting process for uncertain tax positions. For example, we tested controls over
the Matter in management’s identification of uncertain tax positions and its application of the recognition and measurement
Our Audit principles, including management’s review of the inputs and calculations of unrecognized income tax benefits.
Our audit procedures included, among others, involvement of our tax professionals to assess the technical
merits of the Company’s tax positions. These procedures included assessing the Company’s correspondence
with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by
the Company. We also evaluated the appropriateness of the Company’s accounting for its tax positions taking
into consideration relevant international and local income tax laws. We analyzed the Company’s assumptions
and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations.
For certain tax positions related to intercompany transactions, we assessed the assumptions and pricing
method used in setting arm’s length prices and the documentation to support the pricing. We also evaluated the
adequacy of the Company’s financial statement disclosures related to these tax matters.

/s/ ERNST & YOUNG LLP

We have served as the Company's auditor since 1983.

San Francisco, California
March 19, 2020

2020 Form 10-K 105

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Autodesk, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Autodesk, Inc.’s internal control over financial reporting as of January 31, 2020, based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) (the COSO criteria). In our opinion, Autodesk, Inc. (the Company) maintained, in all material respects, effective
internal control over financial reporting as of January 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the accompanying consolidated balance sheets of the Company as of January 31, 2020, and 2019, the related consolidated
statements of operations, comprehensive income (loss), stockholders’ (deficit) equity, and cash flows for each of the three years
in the period ended January 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)
(2) and our report dated March 19, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
2020 Annual Report

Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP

San Francisco, California

March 19, 2020

2020 Form 10-K 106

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in our Exchange Act reports is (i) recorded, processed, summarized and reported within the
time periods specified in the rules of the Securities and Exchange Commission ("SEC"), and (ii) accumulated and
communicated to Autodesk management, including our Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon this evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of
January 31, 2020.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness

2020 Annual Report

of our internal control over financial reporting as of January 31, 2020. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal
Control—Integrated Framework. Our management, including our Chief Executive Officer and Chief Financial Officer, does not
expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all
errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within Autodesk have been detected.

Our management has concluded that, as of January 31, 2020, our internal control over financial reporting was effective to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. Our independent registered public accounting
firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which is included in Item 8
herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934) during the three months ended January 31, 2020, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

2020 Form 10-K 107

 PART III

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

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to the sections entitled “Proposal One—
Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance” in our
Proxy Statement.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth certain information as of March 19, 2020, regarding our executive officers.

Name Age Position

Andrew Anagnost 55 President and Chief Executive Officer
R. Scott Herren 58 SVP and Chief Financial Officer
Steve M. Blum 55 SVP, Worldwide Field Operations
Pascal W. Di Fronzo 55 SVP, Corporate Affairs, Chief Legal Officer & Secretary
2020 Annual Report

Carmel Galvin 51 SVP, People and Places and Chief Human Resources Officer

Andrew Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since
June 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016
to June 2017 and as the Company’s Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017.
From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company.
Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division of the
Company from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at the
Company. Prior to joining the Company, Dr. Anagnost held various engineering, sales, marketing and product management
positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at
NASA Ames Research Center.

R. Scott Herren joined Autodesk in November 2014 and serves as Senior Vice President and Chief Financial Officer.
Prior to joining Autodesk, Mr. Herren was the Senior Vice President of Finance for Citrix Systems, Inc. from September 2011
to October 2014 where he led the company’s finance, accounting, tax, treasury, investor relations, real estate, and facilities
teams. From March 2000 to September 2011, Mr. Herren held a variety of leadership positions at Citrix including Vice
President and Managing Director for EMEA and Vice President and General Manager of the Virtualization Systems Group.
Prior to Citrix, Mr. Herren served at FedEx Corporation as Vice President, Financial Planning. Prior to FedEx, he spent 13 years
at International Business Machines Corporation in senior financial positions.

Steven M. Blum joined Autodesk in January 2003 and has served as Senior Vice President, Worldwide Field Operations
since September 2017. Mr. Blum served as Senior Vice President, Worldwide Sales and Services from February 2011 to
September 2017. From January 2003 to February 2011, he served as Senior Vice President of Americas Sales. Prior to this
position, Blum was Executive Vice President of Sales and Account Management for Parago, Inc. Blum also held positions at
Mentor Graphics, most recently serving as Vice President of America's sales. Before joining Mentor Graphics, he held
engineering and sales positions at NCR Corporation and Advanced Micro Devices.

Pascal W. Di Fronzo joined Autodesk in June 1998 and has served as Senior Vice President, Corporate Affairs, Chief
Legal Officer & Secretary since December 2016. Mr. Di Fronzo served as Senior Vice President, General Counsel and
Secretary from March 2007 to December 2016. From March 2006 to March 2007, Mr. Di Fronzo served as Vice President,
General Counsel and Secretary, and served as Vice President, Assistant General Counsel and Assistant Secretary from March
2005 through March 2006. Previously, Mr. Di Fronzo served in other business and legal capacities in our Legal Department.

2020 Form 10-K 108

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

Carmel Galvin joined Autodesk in March 2018 and serves as Senior Vice President, People and Places and Chief Human
Resources Officer (“CHRO”). Prior to joining Autodesk, from April 2016 to February 2018, Ms. Galvin was the Senior Vice
President, CHRO for Glassdoor, Inc. where she led all people functions of the company, including human resources planning,
learning and development, talent acquisition, employee relations and engagement. From October 2014 to April 2016, Ms.
Galvin served as Senior Vice President and CHRO at Advent Software, Inc., where she oversaw the company’s global people
strategies and programs. Prior to Advent, she served as Vice President of Talent & Culture Development for Deloitte’s new-
venture accelerator, advising a growing portfolio of innovative companies on how to scale and adjust their culture and talent
programs. Prior to Deloitte, Ms. Galvin gained 20 years of human resources experience at global companies including Moody’s
KMV, Barra Inc., Visa International and IBM (Ireland) Ltd.

There is no family relationship among any of our directors or executive officers.

ITEM 11. EXECUTIVE COMPENSATION

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the sections entitled “Security Ownership of

2020 Annual Report

Certain Beneficial Owners and Management” and “Executive Compensation—Equity Compensation Plan Information” in our
Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

2020 Form 10-K 109

 PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Report:

1. Financial Statements: The information concerning Autodesk’s financial statements, and the Report of Ernst &
Young LLP, Independent Registered Public Accounting Firm required by this Item is incorporated by reference
herein to the section of this Report in Item 8, entitled “Financial Statements and Supplementary Data.”

2. Financial Statement Schedule: The following financial statement schedule of Autodesk, Inc., for the fiscal years
ended January 31, 2020, 2019, and 2018, is filed as part of this Report and should be read in conjunction with the
Consolidated Financial Statements of Autodesk, Inc.:

Schedule II Valuation and Qualifying Accounts

Schedules not listed above have been omitted because they are not applicable or are not required or the information
required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.

3. Exhibits: See Item 15(b) below. We have filed, or incorporated into this Report by reference, the exhibits listed on
the accompanying Index to Exhibits immediately prior to the signature page of this Form 10-K.

(b) Exhibits:
2020 Annual Report

We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to
Exhibits immediately prior to the signature page of this Form 10-K.

(c) Financial Statement Schedules: See Item 15(a), above.

ITEM 15(A)(2) FINANCIAL STATEMENT SCHEDULE II

Additions
Charged to
Balance at Costs and Deductions
Beginning Expenses or and Balance at
Description of Fiscal Year Revenues Write-Offs End of Fiscal Year
(in millions)
Fiscal Year Ended January 31, 2020
Partner Program reserves (1) $ 51.7 453.7 445.0 $ 60.4
Restructuring and other facility exit costs $ 2.1 0.3 2.4 $ —
Fiscal Year Ended January 31, 2019
Partner Program reserves (1) $ 36.5 294.7 279.5 $ 51.7
Restructuring and other facility exit costs $ 57.2 41.9 97.0 $ 2.1
Fiscal Year Ended January 31, 2018
Partner Program reserves (1) $ 28.1 224.3 215.9 $ 36.5
Restructuring and other facility exit costs $ 8.4 94.1 45.3 $ 57.2
____________________
(1) The partner program reserves balance impacts "Accounts receivable, net" and "Accounts payable" on the accompanying Consolidated
Balance Sheets.

ITEM 16 FORM 10-K SUMMARY

None.

2020 Form 10-K 110

 Index to Exhibits

Exhibit No. Description

3.1 Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 filed with the
Registrant’s Annual Report on Form 10-K filed on March 30, 2006)
3.2 Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current
Report on Form 8-K filed on June 15, 2018)
4.1 Indenture dated December 13, 2012, by and between the Registrant and U.S. Bank National Association (incorporated by
reference to Exhibit 4.1 filed with the Registrant's Current Report on Form 8-K filed on December 13, 2012)
4.2 First Supplemental Indenture (including Form of Notes) dated December 13, 2012, by and between the Registrant and
U.S. Bank National Association (incorporated by reference to Exhibit 4.2 filed with the Registrant's Current Report on
Form 8-K filed on December 13, 2012)

4.3 Second Supplemental Indenture (including Form of Notes) dated June 5, 2015, by and between the Registrant and U.S.
Bank National Association (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K
filed on June 8, 2015)
4.4 Third Supplemental Indenture (including Form of Notes) dated June 8, 2017, by and between the Registrant and U.S.
Bank National Association. (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K
filed on June 8, 2017)
4.5 Fourth Supplemental Indenture (including Form of Notes) dated January 14, 2020, by and between the Registrant and
U.S. National Bank Association (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-
K filed on January 14, 2020)

4.6 Description of Registrant's Capital Stock (filed herewith)

2020 Annual Report

10.1* Description of Registrant's Performance Stock Unit Program (incorporated by reference to Item 5.02 of the Registrant's
Current Report on Form 8-K filed on March 26, 2018)
10.2* Registrant’s 1998 Employee Qualified Stock Purchase Plan, as amended and restated effective as of June 12, 2018
(incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed on August 30, 2018)
10.3* Registrant’s 1998 Employee Qualified Stock Purchase Plan Forms of Subscription Agreement, as amended and restated
(incorporated by reference to Exhibit 10.5 filed with the Registrant’s Quarterly Report on Form 10-Q filed on August 30,
2016)
10.4* Registrant's 2012 Employee Stock Plan, as amended and restated effective as of June 12, 2018 (incorporated by
reference to Exhibit 10.2 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 30, 2018)
10.5* Registrant's 2012 Employee Stock Plan Form of Restricted Stock Unit Agreement, as amended and restated
(incorporated by reference to Exhibit 10.2 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 30,
2016)
10.6* Registrant's 2012 Employee Stock Plan Form of Severance Restricted Stock Unit Agreement, as amended and restated
(incorporated by reference to Exhibit 10.3 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 30,
2016)
10.7* Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2
filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)

10.8* Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (non-U.S. Employees) (incorporated by
reference to Exhibit 10.4 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)

2020 Form 10-K 111

 Exhibit No. Description
10.9* PlanGrid, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 filed with the Registrant's
Registration Statement on Form S-8 filed on December 21, 2018)
10.10* Amended and Restated BuildingConnected, Inc. 2013 Stock Plan (incorporated by reference to Exhibit 99.1 filed with
the Registrant's Registration Statement on Form S-8 filed on January 24, 2019)
10.11* Registrant's 2012 Outside Directors' Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.18
filed with the Registrant’s Annual Report on Form 10-K filed on March 21, 2017)
10.12* Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement (incorporated by reference to
Exhibit 10.5 filed with the Registrant's Current Report on Form 8-K filed on March 13, 2012)
10.13* Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement (incorporated by reference to
Exhibit 10.1 filed with the Registrant's Annual Report on Form 10-Q filed on June 4, 2019)
10.14* Registrant’s Executive Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.23 filed with the
Registrant’s Annual Report on Form 10-K filed on March 23, 2016)
10.15* Registrant’s 2005 Non-Qualified Deferred Compensation Plan, as amended and restated, effective as of January 1, 2010
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q filed on December
8, 2009)
10.16* Participants, target awards and payout formulas for fiscal year 2019 under the Registrant's Executive Incentive Plan
(incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K filed on March 26, 2018)
10.17* Executive Change in Control Program, as amended and restated (incorporated by reference to Exhibit 10.1 filed with the
Registrant’s Current Report on Form 8-K filed on December 21, 2016)
10.18* Sub-Plan of the Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, as amended and restated (incorporated by
reference to Exhibit 10.17 filed with the Registrant’s Annual Report on Form 10-K filed on March 25, 2019)
2020 Annual Report

10.19* Form of Indemnification Agreement executed by the Registrant and each of its officers and directors (incorporated by
reference to Exhibit 10.8 filed with the Registrant’s Annual Report on Form 10-K filed on March 31, 2005)
10.20* Employment Agreement, dated as of June 19, 2017, by and between the Registrant and Andrew Anagnost (incorporated
by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on June 19, 2017)
10.21* Registrant’s Severance Plan dated August 27, 2018 (incorporated by reference to Exhibit 99.1 filed with the Registrant’s
Current Report on Form 8-K filed on August 30, 2018)
10.22* Registrant's 2012 Employee Stock Plan Form of Retirement Restricted Stock Unit Agreement, as amended and restated
(incorporated by reference to Exhibit 10.21 filed with the Registrant’s Annual Report on Form 10-K filed on March 25,
2019)
10.23 Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as amended
(incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 2004)
10.24 Fourth Amendment to Lease between Registrant and the J.H.S. Holdings L.P. for 111 McInnis Parkway, San Rafael, CA
(incorporated by reference to Exhibit 10.30 filed with the Registrant’s Annual Report on Form 10-K filed on March 19,
2010)
10.25 Amended and Restated Credit Agreement, dated December 17, 2018, by and among the Registrant, the lenders from time
to time party thereto and Citibank, N.A. as agent (incorporated by reference to Exhibit 10.1 filed with the Registrant's
Current Report on Form 8-K filed on December 20, 2018)
10.26 Term Loan Agreement, dated December 17, 2018, by and among the Registrant, the lenders from time to time party
thereto and Citibank, N.A. as agent (incorporated by reference to Exhibit 10.2 filed with the Registrant's Current Report
on Form 8-K filed on December 20, 2018)

2020 Form 10-K 112

 Exhibit No. Description

21.1 List of Subsidiaries (filed herewith)

23.1 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed herewith)
24.1 Power of Attorney (contained in the signature page to this Annual Report)
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed
herewith)
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed
herewith)

32.1† Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
[Link] †† XBRL Instance Document
[Link] †† XBRL Taxonomy Extension Schema
[Link] †† XBRL Taxonomy Extension Calculation Linkbase
[Link] †† XBRL Taxonomy Extension Definition Linkbase
[Link] †† XBRL Taxonomy Extension Label Linkbase
[Link] †† XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2020 Annual Report

____________________
* Denotes a management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities
and Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K,
irrespective of any general incorporation language contained in such filing.
†† The financial information contained in these XBRL documents is unaudited.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUTODESK, INC.
By: /s/ ANDREW ANAGNOST
Andrew Anagnost
President and Chief Executive Officer
Dated: March 19, 2020

2020 Form 10-K 113

 POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities as of March 19, 2020.

Signature Title
President and Chief Executive Officer, Director
/s/ ANDREW ANAGNOST (Principal Executive Officer)
Andrew Anagnost

Senior Vice President and Chief Financial Officer

/s/ R. SCOTT HERREN (Principal Financial Officer)
R. Scott Herren

Vice President and Chief Accounting Officer

/s/ STEPHEN W. HOPE (Principal Accounting Officer)
Stephen W. Hope

Director
2020 Annual Report

/s/ STACY J. SMITH (Non-executive Chairman of the Board)

Stacy J. Smith

/s/ KAREN BLASING Director

Karen Blasing

/s/ REID FRENCH Director

Reid French

/s/ AYANNA HOWARD Director

Ayanna Howard

/s/ MARY T. MCDOWELL Director

Mary T. McDowell

/s/ BLAKE J. IRVING Director

Blake J. Irving

/s/ STEPHEN D. MILLIGAN Director

Stephen D. Milligan

/s/ LORRIE M. NORRINGTON Director

Lorrie M. Norrington

/s/ ELIZABETH RAFAEL Director

Elizabeth Rafael

2020 Form 10-K 114

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Notice of Annual Meeting

Held at Autodesk’s San Francisco office, located at The Landmark, One Market Street, 2nd Floor, San Francisco,
California 94105 or, in the event that Autodesk determines that it will not be advisable to hold the
Annual Meeting at this location and Autodesk circulates a press release to that effect prior to the Annual Meeting,
then the Annual Meeting will instead be held in a virtual meeting format only at
[Link]/ADSK2020.

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Investor Relations

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Autodesk, Inc., 111 McInnis Parkway, San Rafael, CA 94903

Autodesk is a registered trademark or trademark of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries.
All other brand names, product names, or trademarks belong to their respective holders. Autodesk reserves the right to alter product and
services offerings, and specifications and pricing at any time without notice, and is not responsible for typographical or graphical errors that
may appear in this document.

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