Autodesk Annual Report 2021

Plain-text annual report

FISCAL YEAR 2021 Annual Report Notice of annual meeting and proxy statement May 4, 2021 Dear Autodesk Stockholder: You are cordially invited to attend Autodesk’s 2021 Annual Meeting of Stockholders to be held on Wednesday, June 16, 2021, at 3:00 p.m., Pacific Time. This year’s Annual Meeting will be a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/ADSK2021. Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and vote online. The 2021 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, 2022; 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 2021 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 2021, 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 2021 Annual Meeting of Stockholders Time and Date Virtual Meeting Items of Business Adjournments and Postponements Record Date Voting Wednesday, June 16, 2021, at 3:00 p.m., Pacific Time. This year’s meeting is a virtual meeting at www.virtualshareholdermeeting.com/ADSK2021. (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. (2) To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022. (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 2021 Annual Meeting of Stockholders. 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. You are entitled to vote if you were a stockholder as of the close of business on April 19, 2021. 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 in advance. 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 2021 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 online during the Annual Meeting even if you previously voted. By Order of the Board of Directors, Pascal W. Di Fronzo EVP, 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 4, 2021. Table of ContentsProxy Statement Summary1Corporate Governance7Corporate Governance Guidelines; Code of Business Conduct and Ethics7Board Leadership Structure7Board Evaluations8Director Selection, Qualifications, and Evaluations8Our Board of Directors9Director Nominees10Independence of the Board15Outside Board Memberships15Board Meetings and Board Committees16Risk Oversight17Compensation Committee Interlocks and Insider Participation18Environmental, Social, and Governance Programs18Contacting the Board20Executive Compensation21Compensation Discussion and Analysis21Executive Summary21The Compensation-Setting Process24Competitive Compensation Positioning and Peer Group25Principal Elements of the Executive Compensation Program 26Compensation Committee Report36Summary Compensation Table37Grants of Plan-Based Awards in Fiscal 202137Outstanding Equity Awards at Fiscal 2021 Year End39Option Exercises and Stock Vested at Fiscal 2021 Year End40Nonqualified Deferred Compensation for Fiscal 202140CEO Pay Ratio40Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement41Potential Payments Upon Termination or Change in Control44Equity Compensation Plan Information47Compensation of Directors47Security Ownership of Certain Beneficial Owners and Management51Certain Relationships and Related Party Transactions52Delinquent Section 16(a) Reports52Report of the Audit Committee of the Board of Directors53Proposals Proposal One: Election of Directors Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm Principal Accounting Fees and Services Pre-Approval of Audit and Non-Audit Services Rotation Proposal Three: Non-Binding Vote to Approve Named Executive Officer Compensation Stockholder Engagement on Executive Compensation Compensation Guiding Principles Leading Compensation Governance Practices Questions and Answers About the 2021 Annual Meeting of Stockholders and Procedural Matters Other Matters Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures 54 54 55 55 55 56 57 57 57 58 59 65 66 [This page intentionally left blank] PROXY STATEMENT FOR 2021 ANNUAL MEETING OF STOCKHOLDERSProxy Statement SummaryProposals and Board RecommendationsProposal Board RecommendationPage Number1.Election of DirectorsFOR each Nominee542.Ratification of Appointment of Independent Registered Public Accounting FirmFOR 553.Advisory Vote on Executive CompensationFOR 57Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and to vote in advance. 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 2021 Annual Meeting of Stockholders and Procedural Matters” and the instructions on the Notice of Internet Availability of Proxy Materials.Important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 16, 2021. The Proxy Statement and Annual Report to Stockholders are available at: https://materials.proxyvote.com/0527692021 Proxy Statement | 1Fiscal 2021 Performance and Company Highlights Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, their businesses, and the world. We recently completed our business model transition from selling perpetual licenses to selling subscriptions. Our 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. In fiscal 2021, we saw unprecedented changes around the world as the pandemic and social unrest challenged the ways we live, work, and participate in our communities. As we adapted our business and operations to support our employees and our customers, the resilience of our subscription business model and the larger shift to cloud computing allowed us to maintain momentum. We made significant progress on our strategic priorities of accelerating digitization in architecture, engineering, and construction, converging design and make in manufacturing, and converting non-compliant and legacy users. Our subscription revenue increased 26% and our remaining performance obligations increased 19% from fiscal 2020, and we met or exceeded all of our key financial goals. We also completed a number of acquisitions in fiscal 2021, including Spacemaker AS, which enables us to support professionals in early-stage design, Pype, which allows our construction customers to automate workflows throughout the project lifecycle, and CAMplete, a leading provider of post-processing and machine simulation solutions in manufacturing. As we look forward, we continue on our mission to help imagine, design, and make a better world with our own environmental, social, and governance efforts and by enabling our customers’ sustainable practices through our products. Our fiscal 2021 performance includes the following results:•Total billings decreased 1 percent to $4.14 billion.•Total revenue was $3.79 billion, an increase of 16% from fiscal 2020.•Total subscriptions were 5.27 million, an increase of 8% from fiscal 2020; of which subscription plan subscriptions were 5.15 million.•Deferred revenue was $3.36 billion, an increase of 12% from fiscal 2020.•Remaining performance obligations (RPO) (deferred revenue plus unbilled deferred revenue) was $4.24 billion, an increase of approximately 19% from fiscal 2020.•Income from operations was $629.1 million, compared to $343.0 million in fiscal 2020.•Non-GAAP income from operations was $1.11 billion, an increase from $802.6 million in fiscal 2020.* •Cash flow from operating activities was $1.44 billion, an increase from $1.42 billion in fiscal 2020. Free cash flow was $1.35 billion, a decrease from $1.36 billion in fiscal 2020.* •Stock price increased by 41% in fiscal 2021, 88% over the last two fiscal years, and 140% over the last three fiscal years._________________* A reconciliation of GAAP to non-GAAP results is provided in Appendix A.2 | Autodesk, Inc. Average tenure 5.4 years 50% are women or from underrepresented communities* Average age 57.0 Corporate Governance HighlightsOur 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. Our nominees’ backgrounds include technology industry, senior leadership, outside public company board, financial, academic, and international experience. Our slate of Board nominees is also balanced with a range of tenure, diversity, and age:* 20% of our nominees identify as members of underrepresented communities as defined in Cal. Corp. Code 304.1, including 10% who identify as racially diverse.The following table provides summary information about each of our director nominees. NameAgeDirector SincePrincipal OccupationIndependentCommitteesACCHRCCGNCAndrew Anagnost562017President and Chief Executive Officer, Autodesk, Inc.Karen Blasing642018Former Chief Financial Officer, Guidewire Software, Inc.üüÀReid French492017Former Chief Executive Officer, Applied Systems, Inc.üüDr. Ayanna Howard492019Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, ZyroboticsüüBlake Irving612019Former Chief Executive Officer, GoDaddy Inc.üüMary T. McDowell562010Chief Executive Officer, Mitel Networks CorporationüCStephen Milligan572018Former Chief Executive Officer, Western Digital CorporationüüÀLorrie M. Norrington612011Adviser and Operating Partner, Lead Edge Capital Management, LLCüCElizabeth (Betsy) Rafael592013Former Chief Transformation Officer, GoDaddy Inc.üCÀStacy J. Smith582011Executive Chairman, Kioxia CorporationüCBüCB Non-Executive Chair of Board C Committee Chair ü Member À Financial ExpertAC Audit Committee CHRC Compensation and Human Resources CommitteeCGNC Corporate Governance and Nominating Committee2021 Proxy Statement | 3Tenure< 5 years5-10 years> 10 yearsDiversityDiverseOtherAge Distribution46-5556-65Corporate 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 in overseeing corporate governance, maintaining its independence, evaluating its own performance and the performance of our executive officers, and setting corporate strategy. The Board reviews our governance practices, corporate governance developments, and stockholder feedback on a regular basis to ensure continued effectiveness.Stockholder EngagementOur Board is committed to ensuring that stockholder feedback informs our strong governance practices. In fiscal 2021, members of our management team and our Board continued our annual outreach and contacted stockholders representing approximately 66% of our outstanding shares. We met with representatives from passive funds as well as active funds to discuss the impacts of COVID-19, our executive compensation programs, diversity, sustainability, board composition, and governance. This outreach 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 HighlightsFiscal 2021 Executive Compensation Highlights Shortly after the beginning of our fiscal 2021, the COVID-19 pandemic swept the globe, resulting in massive disruptions and significant uncertainty for our business and the economy. As the Compensation and Human Resources Committee evaluated our fiscal 2021 compensation program, it sought to mitigate the impact of this uncertainty by reducing complexity while establishing incentives for our executives to achieve results aligned with the best interests of Autodesk and our stockholders. In light of the need to maintain flexibility to respond to unforeseen circumstances caused by the pandemic and related actions taken in response to the pandemic, the Committee retained discretion over the annual cash incentive and performance stock units (“PSUs”) that would otherwise be payable on actual performance, not to exceed allowable plan maximums. Ultimately, the Committee only exercised its negative discretion to reduce the actual bonus awards to reflect actual performance achieved, and did not exercise any discretion over the PSU awards earned in fiscal 2021.We used the following performance metrics during fiscal 2021 to determine the pay outcomes for the components of our named executive officers’ (“NEOs’”) pay shown below:Component of PayPerformance MetricsAnnual cash incentiveTotal RevenueNon-GAAP Operating IncomePSUsTotal RevenueRelative TSR (as defined below) (over 1, 2, and 3 years)4 | Autodesk, Inc. In March 2021, the Committee made the following determinations relating to the compensation of our NEOs:Annual Cash Incentive ResultsConsistent with our fiscal 2021 financial results, the Committee determined that, based on attainment of the performance metrics for Autodesk’s 2021 cash incentive plan, the annual cash incentive awards for our CEO and other NEOs were earned at 100% of their target award opportunity.Performance Share ResultsThe Committee certified the attainment levels for performance measures for tranches of PSUs awarded in April 2020, March 2019, and March 2018. For each award, the Committee measured performance based on Autodesk’s achievement of 100% of the revenue target established for fiscal 2021 and relative total stockholder return (“TSR”) over one-, two-, and three-year performance periods, respectively.Compensation Guiding PrinciplesOur executive compensation program is designed to attract, motivate, and retain talented executives and to 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.Our executive compensation program emphasizes variable compensation with both annual and long-term performance components. In fiscal 2021, 94% of our CEO's and 88% of all other NEOs’ total compensation was variable in nature and “at risk” and 85% of our CEO’s and 78% 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. The charts below illustrate the fiscal 2021 pay mix between base salary, annual short-term incentives, and targeted long-term equity compensation for our CEO and all other NEOs.CEO34%51%6%9%RSUPSUBaseCash IncentiveOther NEOs33%45%12%10%During fiscal 2021, our Compensation and Human Resources Committee approved annual equity awards in the form of PSUs and restricted stock units (“RSUs”) for our NEOs. The Committee elected to continue to use a mix of 60% PSUs and 40% RSUs for each of our NEOs, including our CEO, to complement the performance aspects of PSUs with the long-term retention element of RSUs.2021 Proxy Statement | 5Elements of Executive CompensationThe principal elements of Autodesk’s fiscal 2021 executive compensation program are described below.ComponentPurposeDescriptionPerformance MeasuresBase SalaryForms basis for competitive compensation packageReflects competitive market conditions, individual performance, and internal parity None, although the Committee considers individual performance when setting and reviewing base salary levels and merit increasesAnnual Cash IncentiveMotivate achievement of annual strategic priorities relating to top- and bottom-line growthTarget percentage based on competitive market practices and internal parityActual bonus payout ranges from 0% to 200% of target and is determined by performance versus goals established at the beginning of the performance periodTotal revenueNon-GAAP total operating incomePerformance Stock UnitsAlign compensation with key drivers of the business and relative stockholder returnEncourage focus on near-term and long-term strategic objectivesSize of award based on competitive market practices, corporate and individual performance, and internal parity Actual number of shares vested ranges from 0% to 200% of target and is determined by performance versus goals established at the beginning of the performance periodTotal revenueAutodesk’s relative TSR over one-, two-, and three-year performance periodsAutodesk stock priceRestricted Stock UnitsEncourage focus on long-term stockholder value creationRetentionSize of award based on competitive market practices, corporate and individual performance, internal parity, and retention considerationsRecipients earn shares if they remain employed through the three-year vesting periodAutodesk stock priceLeading Compensation Governance PracticesAutodesk’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 section titled “Compensation Discussion and Analysis.”What We DoWhat We Do Not DoaRobust stockholder outreach programxAllow hedging, pledging, or trading in Autodesk derivative securitiesaSignificant percentage of NEO total pay tied to achievement of critical financial and stockholder value creationxReprice stock optionsaSignificant stock ownership requirementsxOffer executive benefits and excessive perquisitesaClawback policyxFixed-term employment agreementsaDouble-trigger change in control arrangements with no excise tax gross-upaEquity award grant policyaEffective risk management aIndependent compensation committee and consultant6 | Autodesk, Inc. 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 Guidelines set forth the principles that guide our Board in overseeing corporate governance, maintaining its independence, evaluating its own performance and the performance of our executive officers, and setting corporate strategy. The Board reviews our governance practices, corporate governance developments, and stockholder feedback on a regular basis to ensure continued effectiveness. The Board first adopted the Guidelines in December 1995 and has refined them periodically since. The Guidelines are available on our website at www.autodesk.com under “Investor Relations - ESG - Corporate Governance.” In addition, we have had a longstanding Code of Business Conduct for our directors and employees as well as 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. These codes are reviewed periodically and updated as appropriate. Our current Code of Business Conduct and Code of Ethics for Senior Executive and Financial Officers are available on our website at www.autodesk.com under “Investor Relations - ESG - Corporate Governance.” We will post in the Investor Relations 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 U.S. Securities and Exchange Commission (“SEC”) or The Nasdaq Global Select Market (“Nasdaq”). Board Leadership Structure The Board regularly evaluates its leadership structure to ensure that it supports effective independent oversight of Autodesk. Our Corporate Governance Guidelines direct the Board to fill the Chair 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 CEO and non-executive Chair of the Board. Since June 2018, Stacy Smith has served as our non- executive Chair. The Guidelines also provide that, in the event the Chair is not an independent director, the Board must elect a Lead Independent Director. The responsibilities of the Chair or the Lead Independent Director include setting the agenda for each meeting of the Board, in consultation with the CEO; presiding at executive sessions; and facilitating communication with the Board, management, and stockholders. Separating the positions of CEO and Chair of the Board allows our President and CEO to focus on our day-to-day business, while allowing the Chair to lead the Board in its fundamental role of providing independent advice to, and oversight of, management. The Board believes that having an independent director serve as Chair is the appropriate leadership structure for Autodesk at this time and demonstrates our commitment to good corporate governance. In addition, as described below, 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 chairs is an important aspect of the leadership structure of our Board. 2021 Proxy Statement | 7 Board Evaluations The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and Board effectiveness. The annual 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 Board regularly reviews its approach toward evaluations, including whether to use a third party consultant to facilitate the process. In fiscal 2021, the Board used the services of third-party corporate governance experts to assist with the directors’ self-evaluation and peer evaluation questionnaires. 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 results also are used to provide feedback to Board committees and individual directors. These results provide valuable information for the Chair and Corporate Governance and Nominating Committee to consider during the board evaluation process and on a go-forward basis to enhance board effectiveness. Director Selection, Qualifications, and Evaluations The Corporate Governance and Nominating Committee is responsible for recommending the criteria for membership on the Board as well as candidates for election to the Board. As part of this process, the Corporate Governance and Nominating Committee works with the Board to determine the skills, characteristics, and experiences desired for potential candidates, taking into account the current composition and size of the Board and recent Board, committee, and individual director evaluations, among other considerations. 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 many factors, including integrity, judgment, diversity (including gender, sexual orientation, age, and ethnicity), expertise, business experience, length of service, independence, and other commitments, as well as any relationships between directors and Autodesk’s customers and suppliers. When searching for new directors, the Board endeavors to actively seek out highly qualified women and individuals from underrepresented communities to include in the pool from which nominees are chosen. We aim to create a Board with diverse experiences and backgrounds to provide our complex, global company with thoughtful and engaged oversight. The Corporate Governance and Nominating Committee assesses the effectiveness of its diversity efforts through periodic evaluations of the Board’s composition. While we have not established specific minimum qualifications for director candidates, the Board believes that nominees must reflect a Board that comprises directors who are predominantly independent, have high integrity, possess broad knowledge and experience at the policy-making level in business or technology, including an understanding of the software industry and Autodesk's business in particular, be able to increase overall Board effectiveness, and have varied and divergent experiences, viewpoints, and backgrounds. 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. Stockholder Recommendations and Nominations of Director Candidates It is the policy of the Corporate Governance and Nominating Committee to consider recommendations for candidates 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. In addition, our Bylaws provide for proxy access nominations of director candidates by eligible stockholders. Stockholders who wish to nominate directors for inclusion in our proxy materials or directly at an annual meeting of stockholders in accordance with the procedures in our Bylaws should follow the instructions under “Questions and Answers About the 2021 Annual Meeting of Stockholders and Procedural Matters.” 8 | Autodesk, Inc. The Corporate Governance and Nominating Committee will review the qualifications of any candidates who are properly recommended by stockholders, 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. 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 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 Nominees who have served in senior leadership positions enhance our 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 Nominees who have served on other public company boards offer advice and insights on 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. 7/10 directors 10/10 directors Financial Experience 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. 10/10 directors International Experience As a global organization with offices and customers located throughout the United States and internationally, nominees with global expertise bring useful business and cultural perspectives that relate to many significant aspects of our business. 9/10 directors See “Director Nominees” below for more detail regarding each nominee’s qualifications and relevant experience. As illustrated in the charts below, we have an experienced and balanced slate of Board nominees. 2021 Proxy Statement | 9 Average tenure 5.4 years 50% are women or from underrepresented communities* Average age 57.0 Director Nominees The name, age as of March 31, 2021, 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. * 20% of our nominees identify as members of underrepresented communities as defined in Cal. Corp. Code 304.1, including 10% who identify as racially diverse.Andrew AnagnostDirectorAge: 56Director since 2017Dr. Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017, and Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was our Vice President, Product Suites and Web Services. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for our manufacturing division from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at Autodesk. Prior to joining Autodesk, Dr. Anagnost held various engineering, sales, marketing, and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames Research Center. Dr. Anagnost holds a bachelor of science degree in Mechanical Engineering from California State University, Northridge, and holds both an MS in Engineering Science and a PhD in Aeronautical Engineering and Computer Science from Stanford University. Dr. Anagnost brings to the Board extensive experience in the technology industry, and has spent two decades in management roles within Autodesk. As our President and Chief Executive Officer, Dr. Anagnost possesses a deep knowledge and understanding of Autodesk’s business, operations, and employees; the opportunities and risks we face; and management’s strategy and plans for accomplishing Autodesk’s goals. Pursuant to Dr. Anagnost’s employment agreement, Autodesk has agreed to nominate Dr. Anagnost to serve as a member of the Board for as long as he is employed by Autodesk as CEO.10 | Autodesk, Inc.Tenure< 5 years5-10 years> 10 yearsDiversityDiverseOtherAge Distribution46-5556-65Stacy J. SmithNon-Executive Chair of the Board of Directors, Autodesk, Inc.Age: 58Director since 2011Mr. Smith is the non-executive Chair of the Board of Directors. Mr. Smith currently serves as the executive chairman of Kioxia Corporation (formerly Toshiba Memory Corporation), a leading flash memory company. Mr. Smith previously served as Group President of Sales, Manufacturing and Operations at Intel Corporation from February 2017 to January 2018. He served as the Executive Vice President, Manufacturing, Operations and Sales of Intel Corporation from October 2016 to February 2017. From November 2012 to October 2016, he served as Executive Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior Vice President, Chief Financial Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from 2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served as Vice President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith has served on the board of directors of Kioxia Corporation since October 2018. Mr. Smith also serves on The California Chapter of The Nature Conservancy Board of Trustees and the University of Texas McCombs School of Business Advisory Board. Mr. Smith previously served on the boards of directors of Metromile, Inc., from July 2018 to February 2021, Virgin America from February 2014 until it was acquired by Alaska Air Group in December 2016, and Gevo, Inc. from June 2010 to June 2014. Mr. Smith is independent and his more than two decades of experience in the technology industry provide him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His management positions with Intel, including his finance and executive roles, and his time spent overseas, provide him with critical insight into the operational requirements of a global company and the management and consensus-building skills required to lead our Board as non-executive Chair and to serve on our Corporate Governance and Nominating Committee.Karen BlasingDirectorAge: 64Director since 2018Ms. Blasing has over 25 years of executive operational and financial leadership experience in the technology industry. Ms. Blasing served as the Chief Financial Officer of Guidewire Software, Inc., an insuance software company, from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the Chief Financial Officer for Force 10 Networks and Senior Vice President of Finance for salesforce.com, Inc. Ms. Blasing also served as Chief Financial Officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc., and held senior finance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing has also served on the boards of directors of Zscaler, Inc. since January 2017 and GitLab, Inc., since August 2019. Ms. Blasing previously served on the board of directors of Ellie Mae, Inc., from June 2015 to May 2019.Ms. Blasing is independent and has more than 25 years of executive operational and financial experience in the technology industry. Ms. Blasing’s experience at Guidewire Software, Force 10 Networks, salesforce.com, and Nuance Communications provides her with a strong understanding of Autodesk’s business and international operational challenges. Her experience as a chief financial officer provides her with the financial acumen necessary to serve on our Audit Committee.2021 Proxy Statement | 11Reid FrenchDirectorAge: 49Director since 2017Mr. French served as Chief Executive Officer of Applied Systems, Inc., a leading software provider to the insurance industry, from September 2011 to June 2019, and as a member of its Board of Directors from September 2011 to January 2020. Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computer-aided design software company, from April 2005 until October 2010, when Intergraph was acquired by Hexagon AB. From October 2003 to April 2005, Mr. French was Executive Vice President of Strategic Planning and Corporate Development at Intergraph. Mr. French holds a bachelor’s degree in economics from Davidson College, where he serves on the College’s board of trustees. He also holds an M.B.A. from the Harvard Business School. He sits on the board of directors of Anthology, Inc., and NetDocuments Software, Inc. Mr. French is independent and his executive operational and strategic leadership experience in the technology industry provide him with a deep understanding of Autodesk’s technology and business. Mr. French’s years of service as an executive officer and his service on the board of directors of Applied Systems provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee.Ayanna HowardDirectorAge: 49Director since 2019Dr. Howard is an entrepreneur and expert in robotics, human-computer interaction, and artificial intelligence. Since March 2021, Dr. Howard has served as Dean of the College of Engineering at The Ohio State University. She is also a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering. In addition, Dr. Howard is the Founder and Chief Technology Officer of Zyrobotics, a startup that designs AI-powered STEM tools for early childhood education. Dr. Howard previously served as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering, at Georgia Institute of Technology from August 2015 to February 2021, and Chair of the School of Interactive Computing at Georgia Tech from January 2018 to February 2021. Prior to Georgia Tech, Dr. Howard served as Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist with NASA’s Jet Propulsion Laboratory. Dr. Howard has served on the advisory boards for numerous robotics and AI-based organizations, and holds a degree from Brown University, an M.S. and Ph.D. in Electrical Engineering from the University of Southern California, as well as an M.B.A. from the Drucker Graduate School of Management.Dr. Howard is independent and her executive, operational, academic, and strategic leadership experience in the technology industry provide her with a deep understanding of Autodesk’s technology and business. Her experience as an entrepreneur and founder and her business degree provide her with the financial acumen necessary to serve on our Audit Committee.12 | Autodesk, Inc.Blake IrvingDirectorAge: 61Director since 2019Mr. Irving has over 25 years of executive leadership experience in the technology industry. Mr. Irving served as the Chief Executive Officer of GoDaddy Inc., an Internet domain registrar and web hosting company, 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, ZipRecruiter, Inc., since November 2018, and Flowhub, LLC, since January 2020. Mr. Irving is independent and has more than 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.Mary T. McDowellDirectorAge: 56Director since 2010Ms. McDowell has served as the President and Chief Executive Officer of Mitel Networks Corporation, a telecommunications company, 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 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 and Bazaarvoice, Inc., from December 2014 to October 2016. 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.2021 Proxy Statement | 13Stephen MilliganDirectorAge: 57Director since 2018Mr. Milligan served as Chief Executive Officer of Western Digital Corporation, a data storage company, 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 The Ohio State University. Mr. Milligan has served on the board of directors of Ross Stores, Inc., since January 2015, and served on the board of directors of Western Digital Corporation from January 2013 to May 2020. 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. Lorrie M. NorringtonDirectorAge: 61Director since 2011Ms. 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, a growth equity firm that partners with world-class entrepreneurs and exceptional technology businesses. Ms. Norrington was President of eBay Marketplaces from July 2008 to September 2010 and held a number of senior management roles at eBay from July 2006 to June 2008. Prior to joining eBay, Ms. Norrington was President and CEO of Shopping.com, Inc., from June 2005 to July 2006. Prior to joining Shopping.com, 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. Before Intuit, Ms. Norrington served in a variety of executive positions at General Electric Corporation over a 20-year period, working in a broad range of industries and businesses. Ms. Norrington has served on the boards of directors of Asana, Inc., since September 2019, Colgate-Palmolive since September 2015, and HubSpot since September 2013. Previously, she served on the boards of directors of Eventbrite, Inc., from April 2015 to August 2020, BigCommerce from March 2015 to January 2020, 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 Shopping.com from November 2004 until it was acquired by eBay in August 2005.Ms. Norrington is independent, 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 as Chair of our Corporate Governance and Nominating Committee.14 | Autodesk, Inc.Betsy RafaelDirectorAge: 59Director since 2013Ms. 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., an Internet domain registrar and web hosting company, from May 2018 to November 2019. She served as 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 at Cisco 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 has served on the board of directors of Proofpoint, Inc., since February 2021 and Kinaxis, Inc., since February 2020. She previously served on the boards of directors of Echelon Corporation from November 2005 to June 2018, GoDaddy Inc. from May 2014 to May 2018, Shutterfly, Inc., from June 2016 to September 2019, and PalmSource, Inc., from April 2004 to November 2005.Ms. Rafael is independent and has more than 30 years of executive financial experience in the technology industry. Her 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.Independence of the BoardAs required by the Nasdaq listing standards, a majority of the members of our Board qualify as “independent.” The Board has determined that, with the exception of Dr. Anagnost, our President and CEO, 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 at an entity that has an arms-length, ordinary course commercial relationship with Autodesk and that amounts paid or received by that entity for products or services in fiscal 2021 were not material. The Board determined that the foregoing relationship would not interfere with the exercise of independent judgment by Mr. Milligan in carrying out his responsibilities as a director.The independent directors meet regularly in executive session, without management present, as part of the quarterly meeting procedure. The Chair presides at executive sessions, which are intended to facilitate open discussion among the independent directors.Outside Board MembershipsWe 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 regarding the dynamics and operation of a board of directors, the relationship of a board with senior management, and oversight of a changing mix of strategic, operational, and compliance-related matters. 2021 Proxy Statement | 15In order to ensure sufficient time and attention to meet the responsibilities of Board membership, our Corporate Governance Guidelines 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 advise the Chair of the Board or the Lead Independent Director, as applicable, and the Chair of the Corporate Governance and Nominating Committee before accepting an invitation to serve on an additional for-profit corporate board. The Corporate Governance and Nominating Committee reviews the composition of the Board, including matters such as other board commitments, on an annual basis in the context of recommending a slate of directors for stockholder approval. Board Meetings and Board Committees The Board held a total of four meetings (including regularly scheduled and special meetings) during fiscal 2021. 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 2021. 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 2020 Annual Meeting of Stockholders. 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 approved by the Board, all available on our website at www.autodesk.com under “Investor Relations - ESG - Corporate Governance.” Audit Committee The Audit Committee currently consists of Betsy Rafael (Chair), Karen Blasing, Dr. Ayanna Howard, 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 of Ms. Rafael, Ms. Blasing, and Mr. Milligan is an “audit committee financial expert” as defined in the rules of the SEC. The Audit Committee is responsible for oversight of our financial, accounting, and reporting processes, our system of internal accounting and financial controls, and our management of related risks. The Audit Committee’s responsibilities also include: • • • • • • • selection, compensation, engagement, retention, termination, and services of our independent registered public accounting firm, including conducting a review of its independence; reviewing with management and our independent registered public accounting firm the adequacy of our system of internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; reviewing our treasury policies and tax positions; overseeing the performance of our internal audit function; establishing and overseeing compliance 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; and overseeing our management of cybersecurity risks relating to financial, accounting, and internal controls matters. The Audit Committee held eight meetings during fiscal 2021. See the Report of the Audit Committee of the Board of Directors on page 53 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 16 | Autodesk, Inc. (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. The Compensation and Human Resource Committee’s responsibilities also include: • • • • • • reviewing and approving the corporate goals and objectives relevant to our CEO and executive officer compensation; evaluating CEO and executive officer performance; reviewing executive and leadership development policies and practices; reviewing succession plans for our CEO and other senior management; overseeing matters relating to stockholder approval of executive compensation, including advisory say-on-pay votes; and overseeing the management of risks associated with our compensation policies and programs. See the section titled “Compensation Discussion and Analysis” for a description of our 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 seven meetings during fiscal 2021. The Compensation Committee Report is included in this Proxy Statement on page 36. 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’s responsibilities include: • • • • • developing general criteria regarding the qualifications and selection of members of the Board; recommending candidates for election to the Board; developing overall governance guidelines; overseeing the performance and evaluation of the Board and individual directors; 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 “Nominating Process for Recommending Candidates for Election to the Board.” The Corporate Governance and Nominating Committee held three meetings during fiscal 2021. Risk Oversight Our Board, as a whole and through its committees, is responsible for the oversight of risk management. Senior management is 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 management 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 management’s appetite for risk, and its determination of what constitutes an appropriate level of risk. The full Board receives regular updates from 2021 Proxy Statement | 17 our senior management and outside advisers regarding certain risks Autodesk faces, including litigation, cybersecurity, data privacy, corporate governance, 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, as well as cybersecurity risks relating to financial, accounting, and internal controls 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 management 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. The Board holds annual strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for Autodesk. 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. No director who served as a member of the Compensation and Human Resources Committee during fiscal 2021 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 2021 and the compensation committee of any other company, nor has any such interlocking relationship existed in the past. Environment, Social, and Governance Programs Impact at Autodesk To help our customers imagine, design, and make a better world, we focus our environmental, social, and governance efforts on the outcomes where we can drive the greatest positive impact; partnering with our customers and enabling their sustainable practices through our products, catalyzing industry action by delivering free learning and training resources and providing software grants and support to qualifying nonprofits and entrepreneurs, and leading by example with our business practices and with our employees. At Autodesk, we recognize that our employees play a central role in the success of our long-term strategy, and our diversity and belonging strategy, professional development opportunities, and total rewards offerings help us attract, retain, and support our employees. Through our products and services, we partner with our customers to help them better understand and improve the environmental, energy, and materials performance of everything they make; make products, buildings, and entire cities that foster healthy and resilient communities; and adapt, grow, and prosper alongside increasing levels of automation. Board Engagement and Oversight Our Board receives updates from management on our environmental, social, and governance initiatives and values feedback from our stockholders on these efforts. In fiscal 2021, members of our management team and our Board reached out to stockholders representing approximately 66% of our outstanding shares, and met with numerous investors to discuss topics including the impacts of COVID-19, diversity, sustainability, board composition, governance, and our executive compensation programs, among other topics. Our directors also engage with our employees in various ways throughout the year, developing direct relationships below the executive management level. For example, members of our Board attend Autodesk’s annual leadership meetings, participate in fireside chats with employees, and visit our technology centers and other facilities. Our Sustainability & Foundation Team, led by our VP of Sustainability, has direct responsibility for setting and implementing our corporate sustainability strategy, with oversight from our CEO and Board. The Sustainability & 18 | Autodesk, Inc. Foundation team reports on sustainability matters and major initiatives, including progress against sustainability goals and targets, to our CEO and Board. Diversity and Belonging Autodesk is committed to building and maintaining a diverse workforce and a culture of belonging that welcomes people from all backgrounds, perspectives, and beliefs. We have developed a holistic, updated global Diversity and Belonging (“D&B”) strategy, which began with seeking feedback from employees representing all levels, regions, organizations, and a rich mix of demographics. Our D&B strategy includes initiatives such as inclusive leadership training for all people managers and senior employees as well as hiring manager and interview classes that include training on mitigating bias and inclusive practices. To help us build a more diverse workforce, we have continued to invest in our diversity partnerships. We partner with educational institutions and professional organizations around the globe supporting underrepresented groups in technology, and provide a variety of scholarships, internship programs, mentoring and development partnerships, and program support to organizations focused on women and underrepresented groups. We also have an Emerging Leaders Program which is focused on developing a diverse cohort of leaders through professional development, mentoring, and networking opportunities. Our commitment to diversity extends across all levels of our company, including senior leadership. For example, in February 2021, we announced the appointment of a new Chief Financial Officer and Chief Technology Officer, both of whom expand the diversity of our senior leadership. We emphasized the importance of diversity, including diversity of gender, ethnicity, background, and experience, throughout the recruiting process. In choosing an executive search firm, we requested information on the firm’s diversity and belonging strategy and examples of relevant searches that included diverse candidates as part of our evaluation. We also applied more flexibility around certain parameters, such as geography and work experience, to widen the pool of potential candidates. These efforts resulted in a diverse slate of candidates for both the Chief Financial Officer and Chief Technology Officer roles. We recognize the importance of increasing diversity in our employee population, including representation of women and underrepresented people of color in technical and sales roles, and in leadership. We also provide transparent information around our workforce composition on our website, including the composition of recent hires. Our D&B strategy and leadership recruiting process support our efforts to increase workforce diversity and maintain transparency around our progress. Additional information on our diversity and belonging program, initiatives, and metrics can be found on our website at https://www.autodesk.com/company/diversity-and-inclusion. 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 post-secondary 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. In November 2020, we launched a credential program, which empowers current and future Autodesk customers to learn in-demand toolsets, skillsets, and mindsets, while earning credentials that demonstrate their job readiness. We offer self-paced, modular learning through a range of skill levels, roles, and career ambitions, helping professionals demonstrate and apply relevant knowledge, step into emerging roles, and stay at the forefront of their industry. 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. 2021 Proxy Statement | 19 Environmental Sustainability 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. Developing Customer Solutions 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, nonprofit organizations, and start-up companies who are designing clean technologies. We are expanding these offerings based upon demand and opportunity in response to challenges posed by climate change. Climate Change Management Actions Internally, we are investing in best practices to mitigate our greenhouse gas emissions and climate change risk through investments in renewable energy, energy efficiency, and disaster management and recovery strategies. Highlights include: • We attained our science-based greenhouse gas reduction target of 43% emissions reduced over fiscal 2009 in fiscal 2020. 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. • We announced a new commitment to being net-zero emissions by the end of fiscal 2021. Our assured results on this new commitment can be found in our fiscal 2021 impact report. More information about our sustainability commitment is contained in our fiscal 2021 impact report as well as our previous annual impact reports, which we have published on our website since 2008. Philanthropy The Autodesk Foundation (the “Foundation”), a 501(c)(3) organization established and solely funded by us, leads our philanthropic efforts. The Foundation supports 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 supports organizations and individuals using design to drive positive social and environmental impact. To support the latter, we use grant funding, software donations, and training, selecting the most impactful and innovative organizations around the world, leading to a better future for our planet. The Foundation also administers a discounted software donation program on our behalf for nonprofit organizations, social and environmental entrepreneurs, and others who are developing design solutions that will shape a more sustainable future. In fiscal 2020, Autodesk committed to target 1% of annual operating margin for the long-term support of the Autodesk Foundation. Contacting the Board Communications from stockholders to the non-employee directors should be addressed to the Chair of the Board as follows: Autodesk, Inc., c/o Chief Legal Officer, 111 McInnis Parkway, San Rafael, California 94903, Attention: Non- Executive Chair. 20 | Autodesk, Inc. Executive Compensation Compensation Discussion and Analysis Throughout this proxy statement, the individuals included in the Summary Compensation Table beginning on page 37 are referred to as our “named executive officers” or “NEOs.” For fiscal 2021, our NEOs were: • • • • • Andrew Anagnost, Chief Executive Officer, President, and interim Chief Financial Officer; Steven M. Blum, Executive Vice President, Chief Revenue Officer; Pascal W. Di Fronzo, Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary; R. Scott Herren, former Senior Vice President and Chief Financial Officer; and Carmel Galvin, former 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 37. Our Compensation Discussion and Analysis provides an overview of our business performance in fiscal 2021, 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. Management Changes in Fiscal 2021 In December 2020, Mr. Herren resigned from his role at Autodesk, and Dr. Anagnost was appointed interim Chief Financial Officer in January 2021. Dr. Anagnost was not granted supplemental compensation in connection with this interim role and continued to be compensated according to his existing arrangements with Autodesk as our President and Chief Executive Officer. Ms. Galvin resigned from her role at Autodesk in January 2021. Executive Summary Fiscal 2021 Strategic Priorities and Performance Highlights Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, their businesses, and the world. We recently completed our business model transition from selling perpetual licenses to selling subscriptions. Our 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. In fiscal 2021, we saw unprecedented changes around the world as the pandemic and social unrest challenged the ways we live, work, and participate in our communities. As we adapted our business and operations to support our employees and our customers, the resilience of our subscription business model and the larger shift to cloud computing allowed us to maintain momentum. We made significant progress on our strategic priorities of accelerating digitization in architecture, engineering, and construction, converging design and make in manufacturing, and converting non-compliant and legacy users. Our subscription revenue increased 26% and our remaining performance obligations increased 19% from fiscal 2020, and we met or exceeded all of our key financial goals. We also completed a number of acquisitions in fiscal 2021, including Spacemaker AS, which enables us to support professionals in early-stage design, Pype, which allows our construction customers to automate workflows throughout the project lifecycle, and CAMplete, a leading provider of post-processing and machine simulation solutions in manufacturing. As we look forward, we continue on our mission to help imagine, design, and make a better world with our own environmental, social, and governance efforts and by enabling our customers’ sustainable practices through our products. 2021 Proxy Statement | 21 Our fiscal 2021 performance includes the following results:•Total billings decreased 1 percent to $4.14 billion.•Total revenue was $3.79 billion, an increase of 16% from fiscal 2020.•Total subscriptions were 5.27 million, an increase of 8% from fiscal 2020; of which subscription plan subscriptions were 5.15 million.•Deferred revenue was $3.36 billion, an increase of 12% from fiscal 2020.•Remaining performance obligations (RPO) (deferred revenue plus unbilled deferred revenue) was $4.24 billion, an increase of approximately 19% from fiscal 2020.•Income from operations was $629.1 million, compared to $343.0 million in fiscal 2020.•Non-GAAP income from operations was $1.11 billion, an increase from $802.6 million in fiscal 2020.* •Cash flow from operating activities was $1.44 billion, an increase from $1.42 billion in fiscal 2020. Free cash flow was $1.35 billion, a decrease from $1.36 billion in fiscal 2020.* •Stock price increased by 41% in fiscal 2021, 88% over the last two fiscal years, and 140% over the last three fiscal years. _________________* A reconciliation of GAAP to non-GAAP results is provided in Appendix A.Fiscal 2021 Executive Compensation Highlights Shortly after the beginning of our fiscal 2021, the COVID-19 pandemic swept the globe, resulting in massive disruptions and significant uncertainty for our business and the economy. As the Compensation and Human Resources Committee (the “Committee”) evaluated our fiscal 2021 compensation program, it sought to mitigate the impact of this uncertainty by reducing complexity while establishing incentives for our executives to achieve results aligned with the best interests of Autodesk and our stockholders. In light of the need to maintain flexibility to respond to unforeseen circumstances caused by the pandemic and related actions taken in response to the pandemic, the Committee retained discretion over the annual cash incentive and performance stock units (“PSUs”) that would otherwise be payable on actual performance, not to exceed allowable plan maximums. Ultimately, the Committee only exercised its negative discretion to reduce the actual bonus awards to reflect actual performance achieved, and did not exercise any discretion over the PSU awards earned in fiscal 2021.We used the following performance metrics during fiscal 2021 to determine the pay outcomes for the components of our NEOs’ pay shown below:Component of PayPerformance MetricsAnnual cash incentiveTotal RevenueNon-GAAP Operating IncomePSUsTotal RevenueRelative TSR (as defined below) (over 1, 2, and 3 years)In March 2021, the Committee made the following determinations relating to the compensation of our NEOs:Annual Cash Incentive ResultsConsistent with our fiscal 2021 financial results, the Committee determined that, based on attainment of the performance metrics for Autodesk’s 2021 cash incentive plan, the annual cash incentive awards for our CEO and other NEOs were earned at 100% of their target award opportunity.Performance Share ResultsThe Committee certified the attainment levels for performance measures for tranches of PSUs awarded in April 2020, March 2019, and March 2018. For each award, the Committee measured performance based on Autodesk’s achievement of 100% of the revenue target established for fiscal 2021 and relative total stockholder return (“TSR”) over one-, two-, and three-year performance periods, respectively.22 | Autodesk, Inc.Say-on-Pay Results and Stockholder OutreachAutodesk and the Committee value the input of our stockholders. The Committee carefully considers stockholder feedback as part of its ongoing review of our executive compensation programs, design, and metrics, and this feedback has informed changes the Committee has made in recent years to align our programs with our business transformation and manage the impacts of COVID-19. In 2020, 95.7% of the votes cast on our say-on-pay proposal were favorable, reflecting strong stockholder support for our executive compensation programs. In fiscal 2021, members of our management team and our Board continued our annual outreach and contacted stockholders representing approximately 66% of our outstanding shares. We met with representatives from passive funds as well as active funds to discuss the impacts of COVID-19, our executive compensation programs, diversity, sustainability, board composition, and governance. This outreach 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.Emphasis on Variable “At Risk” Performance Executive CompensationOur executive compensation program emphasizes variable compensation with both annual and long-term performance components. In fiscal 2021, 94% of our CEO’s and 88% of all other NEOs’ total compensation was variable in nature and “at risk” and 85% of our CEO’s and 78% 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. The charts below illustrate the fiscal 2021 pay mix between base salary and targeted short- and long-term equity compensation for our CEO and all other NEOs.CEO34%51%6%9%RSUPSUBaseCash IncentiveOther NEOs33%45%12%10%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; •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;2021 Proxy Statement | 23• • • • • Autodesk’s TSR relative to companies in the North American Technology Software Index; The specific role and responsibility of the officer; 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 Chair, review the performance of, and provide feedback to, our 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 our CEO in light of corporate goals and objectives. The Committee took this assessment into account, along with competitive compensation data, in determining our CEO’s compensation. Compensation targets are intended to be aggressive yet achievable with diligent effort during the fiscal year. As part of its deliberations on CEO compensation, the Committee consulted with its independent consultant and the other independent directors prior to approving our CEO’s compensation. Executive Officer Pay Decisions Our 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 our CEO’s assessment of each executive officer’s performance during the year, competitive compensation data, internal pay parity, and retention considerations. Our CEO reports on the performance of the executive officers and their business functions during the year in light of corporate goals and objectives. He bases his evaluation on his knowledge of each executive officer’s performance and input from other individuals, including feedback provided by the executive officers, their colleagues, and their direct reports. Members of our People and Places organization assist our 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 2021. Exequity provided advice and recommendations on a number of issues, including total compensation philosophy; program design, including program goals, components, and metrics; peer data; compensation trends in the technology sector and general market for senior executives; separation plans; the compensation of our CEO and our 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, and 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. Management The Committee also consults with management and Autodesk’s People and Places organization regarding executive and non-executive employee compensation plans, including administration of Autodesk’s equity incentive plans. 24 | Autodesk, Inc. Competitive Compensation Positioning and Peer GroupTo 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 Committee uses this data, as well as information about broader technology industry compensation practices, when evaluating the compensation of our executive officers.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 2021 compensation peer group consisted of the following companies: CompanyReported Fiscal YearRevenue (in billions)Market Capitalization as of 1/31/2021 (in billions)Adobe Inc.27-Nov-2012.87219.75Akamai Technologies, Inc.31-Dec-203.2018.07ANSYS, Inc.31-Dec-201.6830.68Cadence Design Systems, Inc.2-Jan-212.6836.37Citrix Systems, Inc.31-Dec-203.2416.33Electronic Arts Inc.31-Mar-205.5441.31Intuit Inc.31-Jul-207.6898.96Juniper Networks, Inc.31-Dec-204.458.00NetApp, Inc.24-Apr-205.4114.80NortonLifeLock Inc. (formerly Symantec Corporation)3-Apr-202.4912.37Nuance Communications, Inc.30-Sep-201.4812.98PTC Inc.30-Sep-201.4615.51Red Hat, Inc.28-Feb-193.36N/Asalesforce.com, inc.31-Jan-2121.25207.29Splunk Inc.31-Jan-212.2326.92Synopsys, Inc.31-Oct-203.6938.92Workday, Inc.31-Jan-214.3255.29Autodesk, Inc.31-Jan-213.7960.92Autodesk Percentile Ranking59%81%In September 2020, the Committee reviewed the compensation peer group that would be used for fiscal 2022 compensation decision making. The Committee determined that for fiscal 2022, Juniper Networks, Inc., would be removed from the compensation peer group and Palo Alto Networks, Inc., ServiceNow, Inc., and Square, Inc., would be added, based on the criteria described above. In addition, Red Hat, Inc., will be removed for fiscal 2022 due to its acquisition in 2019.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. 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 appropriate, based on each executive officer’s leadership, contributions, and particular skills or expertise as well as retention considerations.2021 Proxy Statement | 25Principal Elements of the Executive Compensation ProgramThe principal elements of Autodesk’s fiscal 2021 executive compensation program are described below.ComponentPurposeDescriptionPerformance MeasuresBase SalaryForms basis for competitive compensation packageReflects competitive market conditions, individual performance, and internal parity None, although the Committee considers individual performance when setting and reviewing base salary levels and merit increasesAnnual Cash IncentiveMotivate achievement of annual strategic priorities relating to top- and bottom-line growthTarget percentage based on competitive market practices and internal parityActual bonus payout ranges from 0% to 200% of target and is determined by performance versus goals established at the beginning of the performance periodTotal revenueNon-GAAP total operating incomePerformance Stock UnitsAlign compensation with key drivers of the business and relative stockholder returnEncourage focus on near-term and long-term strategic objectivesSize of award based on competitive market practices, corporate and individual performance, and internal parity Actual number of shares vested ranges from 0% to 200% of target and is determined by performance versus goals established at the beginning of the performance periodTotal revenueAutodesk’s relative TSR over one-, two-, and three-year performance periodsAutodesk stock priceRestricted Stock UnitsEncourage focus on long-term stockholder value creationRetentionSize of award based on competitive market practices, corporate and individual performance, internal parity, and retention considerationsRecipients earn shares if they remain employed through the three-year vesting periodAutodesk stock priceWhen setting the goals for the annual cash incentive opportunity and PSUs, the Committee considered the overlap of total revenue to be appropriate as a key metric to Autodesk’s success and a way to reduce complexity in light of the economic uncertainty due to the COVID-19 pandemic. The use of non-GAAP operating income in our annual cash incentive and relative TSR over one-, two-, and three-year performance periods against market indices as a modifier for the PSUs further differentiates the short- and long-term incentives and aligns those awards with the achievement of Autodesk’s strategic goals and the long-term interests of our stockholders. Base SalaryBase salary is used to provide our 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 reviewed 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 and total cash compensation were 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. In consideration of this expectation and Dr. Anagnost’s leadership and contributions to Autodesk, the Committee elected to increase Dr. Anagnost’s base salary in fiscal 2021 by 16.3%. The Committee elected not to increase the base salaries of other NEOs in fiscal 2021.Named Executive OfficerFiscal 2020 Base SalaryFiscal 2021 Base Salary% Change Compared to Prior Fiscal YearAndrew Anagnost$860,000$1,000,000 16.3 %Steven M. Blum$592,000$592,000 0 %Pascal W. Di Fronzo$514,500$514,500 0 %Former Executive OfficersR. Scott Herren$623,000$623,000 0 %Carmel Galvin$450,000$450,000 0 %26 | Autodesk, Inc.Annual Short-Term Incentive CompensationAt the beginning of each fiscal year, the Committee establishes target award opportunities, payout metrics, and performance targets for the Autodesk, Inc., Executive Incentive Plan (“EIP”). 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 2021 Executive Incentive PlanThe 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 its review of these factors, the Committee set the fiscal 2021 cash incentive target for each of our NEOs at the same percentage as in fiscal 2020. These target opportunities are expressed as a percentage of the NEO’s annualized base salary and were 125% for our CEO and 75% for our other NEOs. An 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 2021, bonus awards for each of our NEOs were funded under the EIP. At the beginning of the fiscal year, the Committee established funding performance thresholds, which, if achieved, would establish the maximum fiscal 2021 EIP funding at 200% of target. For fiscal 2021, the Committee selected total revenue, non-GAAP operating income, and absolute TSR as the funding metrics. As discussed above, the Committee sought to align our executives’ incentives with key drivers of Autodesk’s success, while reducing complexity in the metrics as the COVID-19 pandemic created significant disruption and caused businesses and governments to drastically alter their operations in response to the pandemic. Autodesk’s fiscal 2021 performance of $3.79 billion in total revenue, $1.11 billion in non-GAAP operating income, and 48% in TSR (based on a 31-day average closing stock price at the beginning and end of fiscal 2021) 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 award for each of the participants based on pre-established performance measures, as described below.Company Performance Measures and PerformanceAt the beginning of fiscal 2021, the Committee approved fiscal 2021 EIP performance measures to align our CEO’s and other NEOs’ bonus opportunities with our strategic priorities. In light of the developing COVID-19 pandemic as it was establishing the performance targets in the spring of 2021, the Committee decided to set a target range rather than a single number for each target. These ranges were determined based on our business plan and expectations for the year, and exceeded our target and actual performance in fiscal 2020. In its exercise of negative discretion, the Committee considered the performance attained versus the pre-established performance targets to determine payouts. For our 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 100% of target, as shown below:Performance MetricWeightingActual (millions)Target(millions)Attainment % Total Revenue60%$3,790$3,683-3,960100%Non-GAAP Operating Income40%$1,112$910-1,187100%Total 100%100%2021 Proxy Statement | 27Based on the level of achievement of the performance objectives, in March 2021, the Committee approved short-term incentive awards for our NEOs as follows:Named Executive OfficerShort-Term Incentive Target as a Percentage of Base SalaryShort-Term Incentive Target(1)Short-Term Incentive Payout as a Percentage of TargetShort-Term Incentive PayoutAndrew Anagnost125%$1,221,311100%$1,221,311Steven M. Blum75%$444,000100%$444,000Pascal W. Di Fronzo75%$385,875100%$385,875Former Executive Officers(2)R. Scott Herren 75%$467,250—%$—Carmel Galvin75%$337,500—%$— _________________(1)Reflects Dr. Anagnost’s fiscal 2021 base salary adjustment, which took effect on April 1, 2020.(2)No bonus payout was awarded to Mr. Herren or Ms. Galvin as they resigned prior to the end of fiscal 2021.Fiscal 2022 Short-Term Incentive CompensationIn fiscal 2022, 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 retained total 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 Autodesk’s performance attainment versus pre-established targets to determine payouts against total revenue and non-GAAP operating income, which have been retained as the performance metrics for the ultimate determination of bonus payments, with the following weighting:Performance MetricWeightingTotal Revenue60%Non-GAAP Operating Income40%The Committee believes that the metrics selected for the fiscal 2022 EIP will align our incentives with key drivers of success. The final awards for our NEOs could range from 0% to 200% of target, depending on the performance achieved. In selecting total revenue and non-GAAP operating income, the Committee also considered stockholder feedback in support of simplicity, metrics that reflect our evolved business model, and focus on profitability, as well as the practices of our peer companies. The Committee continuously assesses our compensation program structure and metrics to respond to business needs, industry practices, and the talent market.As we seek to attract and retain top-tier executives in a competitive market, the Committee also evaluates the mix of offerings. For fiscal 2022, we introduced a pilot program offering certain employees, including our NEOs, the option to receive PSUs in lieu of participation in the fiscal 2022 EIP (the “bonus to equity exchange program”). Under this program, our NEOs were offered an election for a PSU award with a grant value equal to 100% of the target payout of the fiscal 2022 EIP award they would have otherwise been eligible to receive. The PSUs would vest in one year, contingent upon attainment of the same funding and performance metrics as the fiscal 2022 EIP. The final number of shares received could range from 0% to 200% of target. The Committee believes the bonus to equity exchange program offers benefits such as additional flexibility for our executives, differentiation of Autodesk’s compensation program, and further alignment of incentives with stockholder interests. All of our NEOs as of January 31, 2021, have elected to participate in the bonus to equity exchange program in fiscal 2022. Debbie Clifford, who joined Autodesk as Chief Financial Officer in March 2021, was not eligible for the bonus to equity exchange program as she joined after the election date.Long-Term Incentive CompensationAutodesk 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.28 | Autodesk, Inc.April 2020 Long-Term Equity AwardsDuring fiscal 2021, the Committee approved annual equity awards in the form of PSUs and restricted stock units (“RSUs”) for our NEOs. The Committee elected to continue to use a mix of 60% PSUs and 40% RSUs for each of our NEOs, including our CEO, to complement the performance aspects of PSUs with the long-term retention element of RSUs.In arriving at the total number of PSUs and RSUs to award each executive officer in fiscal 2021, the Committee considered Autodesk’s performance in fiscal 2020, 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 completion of its business model transition, which was indicative of strong execution and positioned us well for our next stage of growth and continued, long-term stockholder value creation. Key performance indicators reflecting progress in fiscal 2020 included: REVENUEGAAP OPERATING INCOMENON-GAAP OPERATING INCOME(1)p 27% from fiscal 2019p $368M from fiscal 2019p $487M from fiscal 2019$3.27B$343M$803MFREE CASH FLOWRPO1/31/2020 STOCK PRICEp $1.05B from fiscal 2019p 33% from fiscal 2019p 34% from fiscal 2019$1.36B$3.56B$196.85_________________(1) A reconciliation of GAAP to non-GAAP results is provided in Appendix A.As a result of this analysis, the following equity awards were approved: Named Executive OfficerTarget Value of PSU + RSU AwardTarget PSU Award (#)(1)RSU Award (#)(1)Andrew Anagnost$13,000,00052,52135,014Steven M. Blum$4,000,00016,16010,773Pascal W. Di Fronzo$3,000,00012,1208,080Former Executive Officers(2)R. Scott Herren$5,500,00022,22014,813Carmel Galvin$3,100,00012,5248,349 _________________(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. (2)Mr. Herren and Ms. Galvin forfeited all of their unvested stock when they terminated their employment with Autodesk.PSU AwardsOur current PSU design was adopted following extensive stockholder outreach and incorporates a number of features our stockholders identified as being most important, including 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 2021 awards, PSU vesting will be based on achievement of performance goals adopted by the Committee (“Performance Results”) and Autodesk’s TSR compared against companies in the S&P North American Technology Software Index with a market capitalization over $2 billion (“Relative TSR”) over one-, two-, and three-year performance periods. 2021 Proxy Statement | 29•In fiscal 2021, we measured Performance Results based on total revenue. •The use of these different goals motivates management to drive Autodesk’s growth, provides a balance of short- and long-term focus, 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 2021.Fiscal 2021 (First PSU Tranche)Fiscal 2022(Second PSU Tranche)Fiscal 2023(Third PSU Tranche)Fiscal 2021 Target SharesMultiplied by:Fiscal 2021 Financial Performance (0%-150% of Target)Multiplied by:Fiscal 2021 Relative TSR(+/- 33%)Fiscal 2022 Target SharesMultiplied by:Fiscal 2022 Financial Performance (0%-150% of Target)Multiplied by:Fiscal 2021-2022 Relative TSR(+/- 33%)Fiscal 2023 Target SharesMultiplied by:Fiscal 2023 Financial Performance (0%-150% of Target)Multiplied by:Fiscal 2021-2023 Relative TSR(+/- 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 AwardsThe time-based RSU awards granted to our NEOs in April 2020 vest in three equal annual installments, beginning in March 2021. 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 2021 In March 2021, the Committee reviewed and certified the attainment levels for performance measures for the third tranche of PSUs awarded in March 2018, the second tranche of PSUs awarded in March 2019, and the first tranche of PSUs awarded in April 2020. For each award, the Committee measured the following performance:Fiscal 2021 financial goal attainment versus target was based on the criteria below. As discussed above, the Committee set a target range rather than a single number in consideration of the uncertainty created by the COVID-19 pandemic. As noted, the range was determined based on our business plan and expectations for the year, and exceeds our target and actual performance in fiscal 2020. Performance MetricWeightingActual (in millions)Target(in millions)Attainment % Total Revenue100%$3,790$3,683-3,960100%Total 100% 100%30 | Autodesk, Inc.Autodesk’s Relative TSR was based on:Performance PeriodAutodesk TSR (1)Percentile Rank (2)Payout MultiplierFiscal 2019 - Fiscal 2021162.7%59th Percentile107%Fiscal 2020 - Fiscal 2021101.1%56th Percentile108%Fiscal 202147.7%52nd Percentile103% _________________(1)Based on the 31-day average closing stock price (+/- 15 days) at the beginning of each period and the end of fiscal 2021.(2)Relative TSR was measured against companies in the S&P North American Technology Software Index with a market capitalization over $2 billion.The combination of financial attainment and Relative TSR results yielded the following PSU vesting in fiscal 2021:March 20183rd TrancheFiscal 2019 Award:Fiscal 2021 Financial Goal Attainment 100%XFiscal 2019 - Fiscal 2021 Relative TSR 107%=Percent of PSU Target Award 107%March 20192nd TrancheFiscal 2020 Award:XFiscal 2020 - Fiscal 2021 Relative TSR108%=Percent of PSU Target Award 108%April 20201st TrancheFiscal 2021 Award:XFiscal 2021Relative TSR103%=Percent of PSU Target Award 103%Based on this performance, the PSU awards were earned as follows: March 2018 Award3rd TrancheMarch 2019 Award2nd TrancheApril 2020 Award1st TrancheNamed Executive OfficerTarget Number of PSUsActual Number of PSUs EarnedTarget Number of PSUsActual Number of PSUs EarnedTarget Number of PSUsActual Number of PSUs EarnedAndrew Anagnost12,34913,21314,01815,13917,50718,032Steven M. Blum2,9683,1755,0975,5045,3875,548Pascal W. Di Fronzo1,9792,1172,2942,4774,0404,161Former Executive Officers(1)R. Scott Herren3,694—7,009—7,407—Carmel Galvin 3,694—2,803—4,175—_________________(1)Mr. Herren and Ms. Galvin forfeited all of their unvested stock when they terminated their employment with Autodesk.March 2021 Equity Awards In March 2021, the Committee approved a mix of PSUs and RSUs for each of our NEOs. The fiscal 2022 PSU awards are structured in the same manner as the fiscal 2021 PSU awards; however, financial performance will be measured based on the following metrics:Performance MetricNEO WeightingTotal Revenue60%Free Cash Flow40%The payout for financial performance will continue to range from 0% to 200%. The Committee selected total revenue and free cash flow as the performance metrics to align our executives' incentives with these key drivers of stockholder value, and increased the weighting of free cash flow from previous years, taking into consideration stockholder feedback noting the importance of this metric as an indicator of Autodesk’s intrinsic value. The Committee determined the overlap of total revenue in the short-term incentive and the PSUs to be appropriate in light of the importance of this goal, the use of different second metrics in the two incentives, and the use of relative TSR modifiers for the PSUs.2021 Proxy Statement | 31The financial performance results will continue to be adjusted based on Autodesk’s Relative TSR over one-, two-, and three-year performance periods with a relative TSR payout range of 67% to 133%. For fiscal 2022, the Committee elected to grant our NEOs 60% their annual equity in PSUs and 40% in RSUs to align their compensation with Company performance. Executive Benefits Welfare and Other Employee Benefits Benefits provided to our executive officers are generally the same as those provided to all other eligible Autodesk employees. In the United States, these benefits include medical, dental, and vision insurance, 401(k) retirement plan with company matching contributions, an 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 leave programs. Perquisites and Other Personal Benefits Autodesk does not, as a general practice, provide material benefits or special considerations to our executive officers that are not provided 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 provides 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 to retain his services. We believe the protections afforded to our CEO in the event of a change in control promote continuity by helping our CEO maintain focus and dedication to enhance stockholder value. Details of the agreement with Dr. Anagnost can be found beginning on page 43. 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 our NEOs (other than our CEO), as well as certain other senior executives, 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) 1.5 times the participant’s base pay in effect on the date of termination and (b) 1.5 times the participant’s target annual cash bonus incentive amount under our annual cash bonus incentive plan applicable to the participant in effect 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 Autodesk for an additional 12 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 12 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; 32 | Autodesk, Inc. • • a lump-sum payment in an amount equal to 12 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 (“COBRA”); and Company-provided outplacement services in accordance with Autodesk’s then-applicable outplacement service program or arrangements for 18 months immediately following the date of termination. In March 2021, we amended the Severance Plan to provide similar benefits as those set forth above to participants who voluntarily terminate employment for qualified retirement. All payments and other benefits under the Autodesk, Inc. Severance Plan are subject to applicable withholding obligations, the participant’s release of all claims, compliance with certain confidentiality covenants and, in circumstances other than a qualified retirement, non- disparagement and non-solicitation covenants. Estimates of the potential payments and benefits payable in the event of a termination of employment under the Severance Plan are set forth in “Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement” 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 our 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 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 an 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, Retirement Arrangements, 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 our 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. 2021 Proxy Statement | 33 Leading Compensation Governance PracticesAutodesk’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 DoWhat We Do Not DoaRobust stockholder outreach programxAllow hedging, pledging, or trading in Autodesk derivative securitiesaSignificant percentage of NEO total pay tied to achievement of critical financial and stockholder value creationxReprice stock optionsaSignificant stock ownership requirementsxOffer executive benefits and excessive perquisitesaClawback policyxFixed-term employment agreementsaDouble-trigger change in control arrangements with no excise tax gross-upaEquity award grant policyaEffective risk management aIndependent compensation committee and consultantMandatory Stock Ownership GuidelinesThe Board believes that stock ownership by our executive officers is important to promote a long-term perspective and align the interests of our executive officers with those of our stockholders. We have adopted mandatory stock ownership guidelines for our executive officers, which require each executive officer to hold shares of Autodesk’s common stock equivalent in value to a multiple of his or her base salary. 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:CEOExecutive Vice PresidentOther Senior ExecutivesMultiple of Base Salary6.0 times3.0 times3.0 timesExecutive officers have four years from the later of either (i) March 2017 or (ii) their hire or promotion to a position subject to a higher ownership threshold 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. The Board reviews progress against these guidelines and requirements annually and updates them as appropriate. As of the most recent review of attainment, each of our NEOs satisfied the ownership guidelines.Clawback PolicyAn executive officer’s cash incentive-based compensation may be recovered at the discretion of the Board if that 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 and Pledging PolicyOur insider trading policy prohibits executive officers, members of the Board, and all other employees from trading derivative securities related to Autodesk’s stock or engaging in short sales or other short-position transactions in shares of our stock. This policy does not restrict ownership of company-granted awards, such as options to purchase shares of our common stock or PSU or RSU awards, which have been granted by the Committee. The policy also prohibits all employees, including our executive officers, and members of the Board, from hedging Autodesk stock, holding it in a margin account, or otherwise pledging Autodesk securities.34 | Autodesk, Inc.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. The Committee has concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on Autodesk. Regulatory Considerations and Practices 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 applying to 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 rule. 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. 2021 Proxy Statement | 35 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 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 2021. 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 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 with management. 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 36 | Autodesk, Inc. Summary Compensation TableThe Summary Compensation Table below presents information concerning the total compensation of our named executive officers for fiscal 2021, 2020 and 2019.Named Executive Officerand Principal Position FiscalYearSalary($)Bonus($) (1)StockAwards($) (2)Non-EquityIncentive PlanCompensation($) (3)All OtherCompensation($) (4)Total($) Andrew Anagnost2021 975,559 — 13,559,493 1,221,311 — 15,756,363 Chief Executive Officer and2020 904,327 — 9,679,365 935,250 50,715 11,569,657 President2019 819,711 — 7,066,886 1,102,200 32,961 9,021,758 Steven M. Blum,2021 591,187 — 6,306,531 444,000 — 7,341,718 Chief Revenue Officer2020 623,615 — 3,558,289 386,280 81,107 4,649,291 2019 569,915 — 3,062,510 459,360 50,861 4,142,646 Pascal W. Di Fronzo,2021 513,793 — 2,805,623 385,875 — 3,705,291 Executive Vice President2020 541,962 — 1,896,136 335,711 6,962 2,780,771 Corporate Affairs, Chief Legal Officer and Secretary2019 495,762 1,200 2,279,150 399,168 7,291 3,182,571 Former Executive Officers:R. Scott Herren,2021 558,732 — 5,660,031 — — 6,218,763 Senior Vice President and2020 656,192 — 4,750,230 406,508 50,955 5,863,885 Chief Financial Officer2019 599,246 — 3,890,605 483,120 32,802 5,005,773 Carmel Galvin2021 431,765 — 3,268,739 — — 3,700,504 Senior Vice President, People and 2020 465,385 — 1,946,428 293,625 64,253 2,769,691 Places and Chief Human Resources Officer2019 361,539 50,000 2,026,238 289,026 7,326 2,734,129 _____________(1)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.(2)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, 2021. The maximum value of PSU awards generally is capped at 180% of target for fiscal 2019 and capped at 200% of target for fiscal 2020 and fiscal 2021. The maximum values for PSU awards granted in fiscal 2021 are as follows: Dr. Anagnost: $15,134,426; Mr. Herren: $6,304,006; Mr. Blum: $4,674,176; Mr. Di Fronzo: $2,876,409; and Ms. Galvin: $3,653,248. Mr. Herren and Ms. Galvin forfeited 100% of their stock awards granted in fiscal 2021 as a result of their termination of employment with Autodesk. Actual PSU awards earned in fiscal 2021 by the named executive officers are shown in “Long-Term Incentive Compensation" in the Compensation Discussion and Analysis. (3)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 reflect the total cash amounts awarded under the EIP, which are payable in the first quarter of the following fiscal year.(4)Represents all other compensation for the relevant fiscal year not reported in the previous columns, 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 $25,000 or 10% of the total amount of perquisites received by a given named executive officer, individual perquisites are not separately identified and quantified.Grants of Plan-Based Awards in Fiscal 2021 Grants of plan-based awards reflect grants made to our named executive officers under our non-equity incentive plans and equity compensation plans during fiscal 2021. The following tables include potential threshold, target, and maximum amounts payable under our EIP for performance during fiscal 2021, and do not constitute compensation on top of the amounts included in the Summary Compensation Table. However, these amounts do not reflect amounts actually earned for fiscal 2021. The following table also includes amounts relating to PSUs and RSUs issued under our 2012 Stock Plan. See “Annual Short-Term Incentive Compensation" and “Long-Term Incentive 2021 Proxy Statement | 37Compensation" in the Compensation Discussion and Analysis for actual amounts earned in fiscal 2021 by the named executive officers and further discussion of plan-based and other awards.The following tables present information concerning grants of plan-based awards to each of the named executive officers during fiscal 2021: Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)Estimated Future Payouts Under Equity Incentive Plan Awards (3)All OtherStockAwards:Number ofShares ofStock (#)(4)Grant DateFair Valueof StockAwards ($)(5)Named Executive OfficerGrantDate (1)Threshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)Andrew4/9/2020 — — — — — — 35,014 5,773,809 Anagnost4/9/2020 — — — — 12,349 22,228 — 2,184,538 4/9/2020 — — — — 14,018 28,036 — 2,523,941 4/9/2020 — — — — 17,507 35,014 — 3,077,205 — 1,221,311 2,442,622 Steve M.4/9/2020 — — — — — — 10,773 1,776,468 Blum1/10/2021 — — — — — — 6,692 2,140,436 4/9/2020 — — — — 2,968 5,342 — 525,039 4/9/2020 — — — — 5,097 10,194 — 917,715 4/9/2020 — — — — 5,387 10,774 — 946,873 — 444,000 888,000 Pascal W.4/9/2020 — — — — — — 8,080 1,332,392 Di Fronzo4/9/2020 — — — — 1,979 3,562 — 350,085 4/9/2020 — — — — 2,294 4,588 — 413,035 4/9/2020 — — — — 4,040 8,080 — 710,111 — 385,875 771,750 Former Executive OfficersR. Scott4/9/2020 — — — — — — 14,813 2,442,664 Herren4/9/2020 — — — — 3,694 6,649 — 653,469 4/9/2020 — — — — 7,009 14,018 — 1,261,970 4/9/2020 — — — — 7,407 14,814 — 1,301,928 — 467,250 934,500 Carmel4/9/2020 — — — — — — 8,349 1,376,750 Galvin4/9/2020 — — — — 3,694 6,649 — 653,469 4/9/2020 — — — — 2,803 5,606 — 504,680 4/9/2020 — — — — 4,175 8,350 — 733,840 337,500 675,000 ________________(1)Reflects the date on which the Committee approved the grant of an equity award or, if later in the case of a PSU award, the date on which the Committee established the performance metric underlying such award or a component thereof. Mr. Herren and Ms. Galvin forfeited 100% of their stock awards granted in fiscal 2021 as a result of their termination of employment with Autodesk.(2)Reflects target and maximum dollar amounts payable under the EIP for performance during fiscal 2021, as described in “Compensation Discussion and Analysis—Principal Elements of the Executive Compensation Program.” “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. (3)Represents shares of our common stock subject to each of the PSU awards granted to the named executive officers in fiscal 2021 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 revenue goal for fiscal 2021 adopted by the 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 $2 billion (“Relative TSR”). In each case, Annual Financial Results for the relevant performance period could result in PSU attainment, subject to the Relative TSR modifier, of 0%-150% of target. Once the Annual Financial Results percentage is established, it is multiplied by a percentage ranging from 67%-133%, depending on Autodesk's Relative TSR performance for the period. Ultimately, PSUs could be earned from 0%-200% of target. Actual PSU awards earned in fiscal 2021 by the named executive officers under this program are shown in “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis.(4)RSUs granted on April 9, 2020, vest in three equal annual installments beginning on March 21, 2021. (5)Reflects the grant date fair value of each equity award. The assumptions used in the valuation of these awards are set forth 38 | Autodesk, Inc.in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 19, 2021. These amounts do not correspond to the actual value that will be realized by the named executive officers upon the vesting of RSUs or the sale of the common stock underlying such awards.Outstanding Equity Awards at Fiscal 2021 Year EndThe following table presents information concerning outstanding unvested RSU and PSU awards for each named executive officer as of January 31, 2021. This table includes RSUs and PSUs granted under the 2012 Stock Plan. Unless otherwise indicated, all RSU awards vest in three equal annual installments beginning on the first anniversary of the date of grant. Stock AwardsNamed Executive OfficerGrantDateNumber of Shares of Stock That Have Not Vested (#) Market Value of Shares of Stock That Have NotVested ($) (1)Andrew Anagnost3/21/2018 13,213 (2) 3,665,683 3/21/2018 8,233 2,284,081 3/21/2019 29,157 (3) 8,089,027 3/21/2019 18,690 5,185,167 4/9/2020 53,046 (4) 14,716,552 4/9/2020 35,014 9,713,934 Steven M. Blum3/21/2018 3,175 (2) 880,840 3/21/2018 2,968 823,412 3/21/2019 10,602 (3) 2,941,313 3/21/2019 6,796 1,885,414 4/9/2020 16,322 (4) 4,528,212 4/9/2020 10,773 2,988,753 1/10/2021 6,692 1,856,562 Pascal W. Di Fronzo3/21/2018 2,117 (2) 587,319 3/21/2018 1,979 549,034 3/21/2019 4,771 (3) 1,323,619 3/21/2019 3,058 848,381 4/9/2020 12,241 (4) 3,396,021 4/9/2020 8,080 2,241,634 Former Executive Officers (5)R. Scott Herren — — Carmel Galvin — — ________________ (1)Market value of RSUs and PSUs that have not vested is computed by multiplying (i) $277.43, the closing price on the Nasdaq of Autodesk common stock on January 29, 2021, the last trading day of fiscal 2021, by (ii) the number of shares of stock underlying the applicable award.(2)Awards relate to the third-year tranche of PSU awards granted on March 21, 2018, under the 2012 Plan. These PSUs were subject to achievement of a total revenue goal for fiscal 2021 adopted by the Committee, as well as Relative TSR. This tranche was earned as of January 31, 2021, and subject to vest on March 22, 2021.(3)Awards relate to the second- and third-year tranches of PSU awards granted on March 21, 2019, under the 2012 Plan. The second-year tranche of these PSUs was subject to achievement of a total revenue goal for fiscal 2021 adopted by the Committee, as well as Relative TSR. The second-year tranche was earned as of January 31, 2021, and subject to vest on March 25, 2021.(4)Awards related to the first-, second-, and third-year tranches of PSU awards granted on April 9, 2020, under the 2012 Plan. The first-year tranche of these PSUs were subject to achievement of a total revenue goal for fiscal 2021 adopted by the Committee, as well as Relative TSR. The first-year tranche was earned as of January 31, 2021, and subject to vest on March 25, 2021.(5)Mr. Herren and Ms. Galvin forfeited all of their unvested stock when they terminated their employment with Autodesk.2021 Proxy Statement | 39Option Exercises and Stock Vested at Fiscal 2021 Year EndThere were no stock options exercised by any of the named executive officers during fiscal 2021. The following table presents information concerning the vesting of stock awards held by each of the named executive officers during fiscal 2021. Stock AwardsNamed Executive OfficerNumber of Shares Acquired on Vesting (#)Value Realized on Vesting ($) (1)Andrew Anagnost 99,031 $ 15,237,473 Steven M. Blum 21,968 $ 3,304,805 Pascal W. Di Fronzo 13,482 $ 2,033,344 Former Executive OfficersR. Scott Herren 28,467 $ 4,280,783 Carmel Galvin 12,469 1,255,389 $ 2,033,913 ______________ (1)Reflects the number of shares acquired on vesting of RSUs or PSUs multiplied by the closing market price of our common stock as reported on the Nasdaq on the vesting date.Nonqualified Deferred Compensation for Fiscal 2021 Under our Nonqualified Deferred Compensation Plan, certain U.S.-based officers (including named executive officers) may defer compensation earned such as salary or awards under the 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 the 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 2021:Named Executive OfficerExecutive Contributions (Distributions) in Fiscal Year ($)AggregateEarnings/(Losses) inFiscal Year ($) (1)AggregateBalance atFiscal Year End ($)Andrew Anagnost 557,816 434,986 4,831,432 Steven M. Blum 115,884 208,737 2,132,823 Pascal W. Di Fronzo — 56,739 248,102 Former Executive Officers:R. Scott Herren — — Carmel Galvin — — _____________(1)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 RatioIn 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 2021 annual total compensation of our CEO was $15,756,363. The fiscal 2021 annual total compensation of our median compensated employee was $136,122, and the ratio of these amounts was 115.8 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 40 | Autodesk, Inc.awards granted in fiscal 2021. 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 2021 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 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 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. The Board adopted retirement provisions in RSU and PSU agreements entered into with executive officers starting in March 2019 and amended the Severance Plan in March 2021 to provide benefits for executive officers who voluntarily terminate their employment for a “qualified retirement” as defined under the Severance Plan. Each of our current executive officers is eligible to receive the retirement benefits, 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 60 days prior or 12 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-solicitation agreement: • • • • An amount equal to 1.5 times the sum of the participant’s annual base salary and average annual bonus, plus the participant’s pro-rata bonus, provided the Autodesk bonus targets are satisfied, payable in a lump sum; Acceleration of all of the participant’s outstanding incentive equity awards, including stock options, RSUs, and PSUs; and Reimbursement of the total applicable premium cost for medical and dental coverage for the participant and his or her eligible spouse and dependents until the earlier of 18 months from the date of termination or when the participant 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. 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. 2021 Proxy Statement | 41 Severance Plan Termination Without Cause or for Good Reason 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, 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: • • • • • A lump sum payment equal to the sum of (a) 1.5 times the participant's base pay as in effect on the date of termination, and (b) 1.5 times the participant’s target annual cash bonus incentive amount under Autodesk’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 Autodesk for an additional 12 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 12 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 12 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 COBRA; and Company-provided outplacement services in accordance with Autodesk’s then-applicable outplacement service program or arrangements for 18 months immediately following the date of termination. Retirement In March 2021, we amended the Severance Plan to provide additional benefits to participants who voluntarily terminate employment for qualified retirement. If a participant’s termination is considered a qualified retirement, then, in addition to payment of accrued base salary, vacation, and any previously awarded but unpaid bonus, the participant will be eligible to receive the following benefits under the Severance Plan: • • • • A lump sum payment equal to the sum of (a) 1.5 times the participant's base pay, (b) 1.5 times the participant’s target annual cash bonus incentive amount under Autodesk’s annual cash bonus incentive plan applicable to the participant as in effect as of the qualified retirement, and (c) a pro-rata portion of the participant’s target annual cash bonus incentive amount as in effect as of the qualified retirement, for the fiscal year in which the qualified retirement occurs; Accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the qualified retirement; Continued vesting of the participant’s PSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the qualified retirement, based on the extent to which the underlying performance criteria with respect to such awards are satisfied for such performance period; and A taxable lump sum payment in an amount equal to 18 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 COBRA. For the purposes of the Severance Plan, “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 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 employment with Autodesk. Unless waived by the administrator of the plan or the Chief Executive Officer, 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 three months prior to the effective date of such qualified retirement. 42 | Autodesk, Inc. Internal Revenue Code Section 280G 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 Autodesk 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 15 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. 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 in which termination occurs provided Autodesk bonus targets are satisfied, to be paid in one lump sum on or before March 15 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 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: • • Time-based RSUs that would otherwise vest within 12 months following the qualified retirement will fully accelerate and become vested as of the date of the qualified retirement, and any time-based RSUs that remain unvested after application of this provision will immediately be forfeited and cancelled for no additional consideration upon the qualified retirement; and PSUs that would otherwise vest within 12 months following the qualified retirement will continue to vest as if the executive officer had remained continuously employed by Autodesk through the vest date next following the 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 PSUs 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” has the same definition as in the Severance Plan. Unless waived by the administrator of the applicable stock plan, in order for such voluntary termination to be deemed a 2021 Proxy Statement | 43 qualified retirement, one must properly deliver written notice of his or her intent to resign from employment with Autodesk in a qualified retirement at least three months prior to the effective date of such qualified retirement.Potential Payments Upon Termination or Change in ControlThe 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, 2021, and include all components of compensation, benefits, and perquisites payable under the Severance Plan and Executive Change in Control Program effective during the 2021 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 29, 2021, which was $277.43 per share. The actual amounts for all named executive officers to be paid out can only be determined at the time of such executive’s separation.Because Mr. Herren and Ms. Galvin were no longer employed by Autodesk as of January 31, 2021, and because they resigned and no triggering event actually occurred with respect to either Mr. Herren or Ms. Galvin, they are not included in the tables below. Neither Mr. Herren nor Ms. Galvin received any severance payments in connection with their resignations.Andrew AnagnostExecutive Benefits and PaymentsVoluntaryTerminationon1/31/2021 ($)InvoluntaryNot For Causeor Voluntaryfor GoodReason(Except Changein Control)Termination on1/31/2021 ($)For CauseTerminationon1/31/2021 ($)InvoluntaryNot for Causeor VoluntaryFor GoodReason(Change inControl)Termination on1/31/2021 ($)Disability on1/31/2021 ($)Death on1/31/2021 ($)Compensation:Base Salary (1) — 2,000,000 — 2,000,000 — — Short-Term Cash Incentive Plan (EIP) (2) — 1,221,311 — 3,062,752 — — Equity Awards (3) 15,033,557 30,051,795 42,958,093 42,958,093 42,958,093 Benefits and perquisites:Health Insurance (4) — 28,387 — 42,581 28,387 — Disability Income (5) — — — — 2,500,880 — Accidental Death or Dismemberment (6) — — — — 2,000,000 2,000,000 Life Insurance (7) — — — — — 2,000,000 Total Executive Benefits and Payments Upon Separation 15,033,557 33,301,493 — 48,063,426 47,487,360 46,958,093 44 | Autodesk, Inc.Steven M. BlumExecutive Benefits and PaymentsVoluntaryTerminationon1/31/2021 ($)InvoluntaryNot For Causeor Voluntaryfor GoodReason(Except Changein Control)Termination on1/31/2021 ($)For CauseTerminationon1/31/2021 ($)InvoluntaryNot for Causeor VoluntaryFor GoodReason(Change inControl)Termination on1/31/2021 ($)Disability on1/31/2021 ($)Death on1/31/2021 ($)Compensation:Base Salary (1) — 888,000 — 888,000 — — Short-Term Cash Incentive Plan (EIP) (2) — 666,000 — 1,071,834 — — Equity Awards (3) 5,562,852 7,267,315 — 15,688,944 15,688,944 15,688,944 Benefits and perquisites:Health Insurance (4) — 34,690 — 31,560 21,040 — Disability Income (5) — — — — 2,451,872 — Accidental Death or Dismemberment (6) — — — — 2,000,000 2,000,000 Life Insurance (7) — — — — — 2,000,000 Total Executive Benefits and Payments Upon Separation 5,562,852 8,856,005 — 17,680,338 20,161,856 19,688,944 Pascal W. Di FronzoExecutive Benefits and PaymentsVoluntaryTerminationon1/31/2021 ($)InvoluntaryNot For Causeor Voluntaryfor GoodReason(Except Changein Control)Termination on1/31/2021 ($)For CauseTerminationon1/31/2021 ($)InvoluntaryNot for Causeor VoluntaryFor GoodReason(Change inControl)Termination on1/31/2021 ($)Disability on1/31/2021 ($)Death on1/31/2021 ($)Compensation:Base Salary (1) — 771,750 — 771,750 — — Short-Term Cash Incentive Plan (EIP) (2) — 578,813 — 932,656 — — Equity Awards (3) 3,013,367 4,149,867 — 8,823,106 8,823,106 8,823,106 Benefits and perquisites:Health Insurance (4) — 51,732 — 41,942 27,961 — Disability Income (5) — — — — 2,329,554 — Accidental Death or Dismemberment (6) — — — — 2,000,000 2,000,000 Life Insurance (7) — — — — — 515,000 Total Executive Benefits and Payments Upon Separation 3,013,367 5,552,162 — 10,569,454 13,180,621 11,338,106 ______________(1)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, 2021. 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 2021 fiscal year. (2)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, 2021. 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 2021 fiscal year. These amounts are based on the cash value of the short-term cash incentive plan.(3)Equity Awards: Pursuant to Autodesk'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, 2021. 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 2021 Proxy Statement | 45Change in Control Program effective at the end of 2021 fiscal year. Reported values are based on the closing price of our common stock on January 29, 2021 ($277.43 per share) for RSUs and PSUs and target PSUs. (4) Health Insurance: For Dr. Anagnost, in accordance with his employment agreement that was in effect as of January 31, 2021, 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 12 months of coverage after separation. The amounts in the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column reflect 18 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 12 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 12 months after separation and grossed up for taxes in accordance with the Severance Plan effective at the end of the 2021 fiscal year, and (iii) in the case of the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column, for 18 months after separation in accordance with the Executive Change in Control Program effective at the end of the 2021 fiscal year. (5) 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 662/3% of salary thereafter, with a maximum of $20,000 per month, until the age of 67. These payments would be made by the insurance provider, not by Autodesk. (6) Accidental Death or Dismemberment: Reflects the lump-sum amount payable to each executive or his or her beneficiaries by Autodesk’s insurance provider in the event of the executive’s accidental death. There is also a prorated lump sum payment for dismemberment. The amount shown as payable upon dismemberment is based upon the payout for the most severe dismemberment under the plan. (7) Life Insurance: Reflects the lump-sum amount payable to beneficiaries by Autodesk’s insurance provider in the event of the executive’s death. 46 | Autodesk, Inc. Equity Compensation Plan InformationThe following table summarizes the number of outstanding options and awards granted to employees and directors, as well as the number of securities remaining available for future issuance under these plans as of January 31, 2021: (a)(b)(c)Plan categoryNumber of securities to be issued upon exercise or vesting of outstanding options and awards (in millions)Weighted-average exercise price of outstanding optionsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) Equity compensation plans approved by security holders (1)4.7$ 23.75 17.3(2)Total4.7$ 23.75 17.3 ______________(1)Includes employee and director stock plans set forth in Note 4, "Equity Compensation" in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 19, 2021.(2)This amount includes 6.4 million securities available for future issuance under Autodesk’s Employee Stock Purchase Plan.Compensation of DirectorsDuring fiscal 2021, 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 Chair of the Boardan additional$75,000Chair of the Audit Committeean additional$25,000Chair of the Compensation and Human Resources Committeean additional$20,000Chair of the Corporate Governance and Nominating Committeean additional$10,000The 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 2021. 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 vest on the date of the annual meeting of stockholders in the following year, provided that the recipient is a director on such date. Non-Employee Director Annual Compensation Cycle June 19, 2020 Annual Stockholder Meeting - June 16, 2021 Annual Stockholder MeetingDirector% Annual Fees Elected to Convert to RSUs(June 13, 2019 - June 18, 2020)% Annual Fees Elected to Convert to RSUs(June 19, 2020 - June 16, 2021)Stacy J. Smith 100 100 Karen Blasing 30 20 Reid French 100 100 Dr. Ayanna Howard (1) — 100 Blake Irving (1) — 100 Mary T. McDowell 100 100 Stephen Milligan 100 100 Lorrie M. Norrington 100 100 Betsy Rafael — — ________________(1)Mr. Irving joined the Board on March 22, 2019, and Dr. Howard joined the Board on September 24, 2019. They were not eligible to make cash to RSU elections for their Directors’ Compensation Cycles in the year they joined the Board.2021 Proxy Statement | 47During fiscal 2021, 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 Autodesk’s next annual meeting of stockholdersFair Market Value of a Share on the Date of GrantResult is rounded down to the nearest whole number of shares$250,000x/=365Initial RSUs vest upon the annual meeting of stockholders following the date of grant. Subsequent Annual RSUs vest over a one-year period. If a non-employee director is appointed on the date of an Annual Meeting, such non-employee director is not eligible to an Initial RSU.Under the 2012 Outside Directors’ Stock Plan, directors may elect to defer all or part of their Subsequent Annual RSUs and Elected RSUs. Distributions of these deferred RSUs will be made in shares of Autodesk’s common stock in annual installments or by lump sum in accordance with the distribution election made by the director.The tables below present information concerning the compensation paid by us to each of our non-employee directors for fiscal 2021. Dr. Anagnost, who was an Autodesk employee during fiscal 2021, did not receive additional compensation for his service as a director.Current DirectorsFees Earned orPaid in Cash($) (1)Stock Awards($) (2)Total($)Stacy J. Smith 150,000 279,960 429,960 Karen Blasing 75,000 253,430 328,430 Reid French 75,000 264,935 339,935 Dr. Ayanna Howard 75,000 259,223 334,223 Blake Irving 75,000 259,223 334,223 Mary T. McDowell 95,000 268,854 363,854 Stephen Milligan 75,000 264,935 339,935 Lorrie M. Norrington 85,000 266,863 351,863 Betsy Rafael 100,000 249,974 349,974 ______________ (1)Fees Earned or Paid in Cash reflects the dollar amounts of fees earned. As noted above, during fiscal 2021, 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 2021 based on their elections. See footnote (b) for more information regarding the RSUs granted in lieu of cash.Current DirectorsFees Actually Paid in Cash ($)Stacy J. Smith — Karen Blasing 56,250 Reid French — Dr. Ayanna Howard 37,500 Blake Irving 37,500 Mary T. McDowell — Stephen Milligan — Lorrie M. Norrington — Betsy Rafael 100,000 (2)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 2021 in lieu of cash. The 20% represents the premium of $1.20 worth of stock for each $1.00 of cash compensation foregone. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the 48 | Autodesk, Inc.Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 19, 2021. These amounts do not correspond to the actual value that will be realized by the directors upon the vesting of RSUs or the sale of the common stock underlying such awards. The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 12, 2019, in lieu of cash foregone for the June 13, 2019, through June 18, 2020, Directors’ Compensation Cycle:Restricted Stock UnitCurrent DirectorsTotal Number of Shares (#)Number of Shares Representing the 20% Premium (#)Grant Date Fair Value of Stock Awards ($)Grant Date Fair Value of the 20% Premium of the Stock Awards ($)Stacy J. Smith 1,099 183 179,983 29,970 Karen Blasing 164 27 26,858 4,422 Reid French 549 91 89,910 14,903 Dr. Ayanna Howard — — — — Blake Irving — — — — Mary T. McDowell 696 116 113,984 18,997 Stephen Milligan 549 91 89,910 14,903 Lorrie M. Norrington 622 103 101,865 16,868 Betsy Rafael — — — — The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 18, 2020, in lieu of cash foregone for the June 19, 2020, through June 16, 2021, Directors’ Compensation Cycle: Restricted Stock Unit Current DirectorsTotal Number of Shares (#)Number of Shares Representing the 20% Premium (#)Grant Date Fair Value of Stock Awards ($)Grant Date Fair Value of the 20% Premium of the Stock Awards ($)Stacy J. Smith 756 126 179,981 29,997 Karen Blasing 75 12 17,855 2,857 Reid French 378 63 89,990 14,998 Dr. Ayanna Howard 378 63 89,990 14,998 Blake Irving 378 63 89,990 14,998 Mary T. McDowell 478 79 113,797 18,808 Stephen Milligan 378 63 89,990 14,998 Lorrie M. Norrington 428 71 101,894 16,903 Betsy Rafael — — — — The following tables show the total amounts and fair values of Subsequent Annual RSUs and Initial RSUs granted during fiscal 2021.Restricted Stock UnitCurrent DirectorsGrant Date(s)Number of Shares (#)Grant Date Fair Value of Stock Awards ($)Stacy J. Smith6/18/20201,050249,974Karen Blasing6/18/20201,050249,974Reid French6/18/20201,050249,974Dr. Ayanna Howard6/18/20201,050249,974Blake Irving6/18/20201,050249,974Mary T. McDowell6/18/20201,050249,974Stephen Milligan6/18/20201,050249,974Lorrie M. Norrington6/18/20201,050249,974Betsy Rafael6/18/20201,050249,9742021 Proxy Statement | 49The aggregate number of each director’s RSUs outstanding at January 31, 2021, was: Current DirectorsAggregate Number of Shares Underlying Outstanding Restricted Stock UnitsStacy J. Smith 1,806 Karen Blasing 1,125 Reid French 1,428 Dr. Ayanna Howard 1,428 Blake Irving 1,428 Mary T. McDowell 1,528 Stephen Milligan 1,428 Lorrie M. Norrington 1,478 Betsy Rafael 1,050 Director Stock Ownership GuidelinesThe Board believes directors 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. These mandatory ownership guidelines require all directors to hold shares of Autodesk’s common stock equivalent in value to five times their annual cash retainer.50 | Autodesk, Inc.Security Ownership of Certain Beneficial Owners and ManagementThe following table sets forth certain information concerning the beneficial ownership of Autodesk’s common stock as of March 31, 2021, 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.5% Stockholders, Directors and Officers (1)Common StockBeneficiallyOwned (2)PercentageBeneficiallyOwned (3)Principal Stockholders:The Vanguard Group, Inc. (4) 17,563,646 8.0% BlackRock, Inc. (5) 18,449,994 8.4% Non-Employee Directors (6):Stacy J. Smith 54,429 *Karen Blasing 2,279 *Reid French (7) 6,607 *Dr. Ayanna Howard 1,230 *Blake Irving 1,890 *Mary T. McDowell 40,751 *Stephen Milligan (8) 3,185 *Lorrie M. Norrington 12,634 *Betsy Rafael 2,258 *Named Executive Officers:Andrew Anagnost (9) 42,410 *Steven M. Blum (10) 17,269 *Pascal W. Di Fronzo 296 *Former Executive Officers: R. Scott Herren (11) 54,002 *Carmel Gavin (12) 2,837 *All directors and executive officers as a group (12 individuals) 242,077 * _______________* 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, 2021, 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, 2021, was 220,327,360.(4)As of December 31, 2020, 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 10, 2021, The Vanguard Group, Inc. was deemed to have sole dispositive power with respect to 16,591,796 shares, shared voting power with respect to 371,286 shares, and shared dispositive power with respect to 971,850 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.(5)As of December 31, 2020, 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, 2021, BlackRock, Inc. was deemed to have sole voting power with respect to 16,006,392 shares, sole dispositive power with respect to 18,449,994 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.(6)Directors’ holdings reported include vested awards deferred under our 2012 Outside Directors’ Stock Plan.(7)Includes 20 shares held indirectly by trust. (8)Includes 3,185 shares held indirectly by trust. 2021 Proxy Statement | 51Includes 2,434 shares held indirectly by trust. (9) (10) Includes 17,097 shares held indirectly by trust. (11) Reflects Mr. Herren’s holdings as of December 17, 2020, the date of his termination of employment with Autodesk. Mr. Herren’s holdings as of March 31, 2021, may differ from this amount. (12) Reflects Ms. Galvin’s holdings as of January 8, 2021, the date of her termination of employment with Autodesk. Ms. Galvin’s holdings as of March 31, 2021, may differ from this amount. 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 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 of 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 our Audit Committee charter, 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. Delinquent Section 16(a) Reports 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. 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 2021, we believe that all reports were filed on a timely basis, except one Form 5 to report a gift was filed late on behalf of Andrew Anagnost and one Form 4 to report the vesting of restricted stock units was filed late on behalf of Stephen Hope, each as a result of an unintentional administrative error by Autodesk. 52 | Autodesk, Inc. 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 www.autodesk.com under “Investor Relations - ESG - 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 Autodesk’s financial reporting, accounting and auditing matters. The Audit Committee is directly responsible for the selection, appointment, compensation, engagement, retention, termination, and services of our independent registered public accounting firm, Ernst & Young LLP (“EY”), including conducting a review of its independence; reviewing and approving the planned scope of our annual audit; overseeing EY’s audit work; reviewing and pre-approving any audit and permissible non-audit services and fees that may be performed by EY; reviewing with management and EY the adequacy of our system of internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; monitoring the rotation of EY partners on our audit engagement team as required by regulation; reviewing Autodesk’s treasury policies and tax positions; overseeing the performance of our internal audit function; and overseeing our management of cybersecurity risks relating to financial, accounting, and internal controls. The Audit Committee establishes and oversees Autodesk’s compliance 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 EY. The Audit Committee held eight meetings during fiscal 2021. Management is responsible for the quarterly and annual financial statements and the reporting process, including the systems of internal controls. EY 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 2021 with management and EY. The Audit Committee has received the written disclosures and letter from EY required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding EY’s communications with the Audit Committee concerning independence, has discussed with EY 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 EY the matters required to be discussed by the applicable requirements of the PCAOB. The Audit Committee also discussed with management and with EY 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 2021 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, 2021, for filing with the SEC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Betsy Rafael (Chair) Karen Blasing Dr. Ayanna Howard Stephen Milligan 2021 Proxy Statement | 53 Proposal One: Election of DirectorsAutodesk's Bylaws permit our Board to establish by resolution the authorized number of directors; currently, ten directors are 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 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.A majority of the votes cast is required for the election of each director.____________________________________________________________________________THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES LISTED BELOW.____________________________________________________________________________________________NameAgeDirector SincePrincipal OccupationAndrew Anagnost562017President and Chief Executive Officer, Autodesk, Inc.Karen Blasing642018Former Chief Financial Officer, Guidewire Software, Inc.Reid French492017Former Chief Executive Officer, Applied Systems, Inc.Dr. Ayanna Howard492019Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, ZyroboticsBlake Irving612019Former Chief Executive Officer, GoDaddy Inc.Mary T. McDowell562010Chief Executive Officer, Mitel Networks CorporationStephen Milligan572018Former Chief Executive Officer, Western Digital CorporationLorrie M. Norrington612011Adviser and Operating Partner, Lead Edge Capital Management, LLCElizabeth (Betsy) Rafael592013Former Chief Transformation Officer, GoDaddy Inc.Stacy J. Smith582011Executive Chairman, Kioxia Corporation54 | Autodesk, Inc.Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting FirmThe Audit Committee has selected Ernst & Young LLP (“EY”) as the independent registered public accounting firm to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2022, 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 EY 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.EY has been retained as our independent registered public accounting firm continuously since the fiscal year ended January 31, 1983. We expect a representative of EY 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 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 EY as Autodesk’s independent registered public accounting firm.____________________________________________________________________________________________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 ServicesThe following table presents fees billed for professional audit services and other services rendered to Autodesk by EY and its affiliates for the fiscal years ended January 31, 2021 and 2020.Fiscal 2021Fiscal 2020 (in millions)Audit Fees (1)$ 5.6 $ 5.8 Audit-Related Fees (2) 0.3 0.1 Tax Fees (3) 0.2 0.2 All Other Fees (4) 0.1 0.1 Total$ 6.2 $ 6.2 _________________(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 ServicesGenerally, all audit and non-audit services provided by EY and its affiliates to Autodesk must be pre-approved by the Audit Committee. The Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees (separately describing audit-related services, tax services, and other services) expected to be provided by EY and its affiliates during the year. The Audit Committee is also responsible for the audit fee negotiations associated with Autodesk’s retention of EY. Periodically, the Audit Committee receives an update of all pre-approved audit and non-audit services conducted, and information regarding any new audit and non-audit 2021 Proxy Statement | 55services to be provided by EY and its affiliates. The Audit Committee reviews the update and approves the proposed services if they are deemed acceptable. To ensure prompt handling of unexpected matters, the Chair of the Audit Committee has authority to amend or modify the list of approved audit and non-audit services and fees so long as such additional or amended services do not affect EY's independence under applicable SEC rules. The Chair reports any such action taken at subsequent Audit Committee meetings. Rotation The Audit Committee periodically reviews and evaluates the performance of EY’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 EY to serve as our independent registered public accounting firm is in the best interests of Autodesk and its stockholders. 56 | Autodesk, Inc. Proposal Three: Non-Binding Vote to Approve Named Executive Officer Compensation The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act enable our stockholders to vote, on a non-binding advisory basis, to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis section 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 our executive compensation program philosophy, design, and linkage to stockholder interests. Since 2011, we have held our Say-on-Pay vote every year. Under our policy of providing for annual votes, we expect that our next Say-on-Pay vote will occur at our 2022 Annual Stockholder Meeting. Autodesk has designed its compensation programs to reward executives for producing strong results that are aligned with the interests of our 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. 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. ____________________________________________________________________________________________ THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY PROPOSAL APPROVING NAMED EXECUTIVE OFFICER COMPENSATION. ____________________________________________________________________________________________ Stockholder Engagement on Executive Compensation We value the input of our stockholders. The Committee carefully considers stockholder feedback as part of its ongoing review of our executive compensation programs, design, and metrics, and this feedback has informed changes the Committee has made in recent years to align our programs with our business transformation and manage the impacts of COVID-19. In 2020, 95.7% of the votes cast on our say-on-pay proposal were favorable, reflecting strong stockholder support for our executive compensation programs. In fiscal 2021, members of our management team and our Board continued our annual outreach and contacted stockholders representing approximately 66% of our outstanding shares. We met with representatives from passive funds as well as active funds to discuss the impacts of COVID-19, our executive compensation programs, diversity, sustainability, board composition, and governance. This outreach 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. 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; • • 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: 2021 Proxy Statement | 57 •Whether Autodesk achieves its short-term and long-term financial and non-financial objectives;•Autodesk’s TSR relative to companies in the North American Technology Software Index;•The specific role and responsibility of the officer; •Each individual officer’s skills, competency, contributions, and performance; •Internal pay parity considerations; and•Retention considerations.Executive compensation is variable and balanced between short- and long-term performance and tied to Autodesk's absolute and relative financial and stock price performance. CEO34%51%6%9%RSUPSUBaseCash IncentiveOther NEOs33%45%12%10%Our executive compensation program emphasizes variable compensation with both annual and long-term performance components. In fiscal 2021, 94% of our CEO's and 88% of all other NEOs’ total compensation was variable in nature and “at risk” and 85% of our CEO’s and 78% 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 Compensation Discussion and Analysis.What We DoWhat We Do Not DoaRobust stockholder outreach programxAllow hedging, pledging, or trading in Autodesk derivative securitiesaSignificant percentage of NEO total pay tied to achievement of critical financial and stockholder value creationxReprice stock optionsaSignificant stock ownership requirementsxOffer executive benefits and excessive perquisitesaClawback policyxFixed-term employment agreementsaDouble-trigger change in control arrangements with no excise tax gross-upaEquity award grant policyaEffective risk management aIndependent compensation committee and consultant 58 | Autodesk, Inc.Questions and Answers About the 2021 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 in a virtual format only at www.virtualshareholdermeeting.com/ADSK2021. 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, at the close of business on April 19, 2021 (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 220,062,949 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 ten days prior to the Annual Meeting. If you want to inspect the stockholder list, email our Investor Relations department at investor.relations@autodesk.com to make arrangements. 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 without the control number on your Notice of Internet Availability, proxy card, or voting instruction form, or in the email sending you the Proxy Statement. You may contact your broker or other institution where you hold your account if you have questions about obtaining your control number. 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 (virtually) or have properly submitted a proxy. 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. 2021 Proxy Statement | 59 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 shares with respect to matters that are considered “routine,” but not with respect to “non- routine” matters, resulting in a “broker non-vote.” 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. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022 (Proposal Two) is considered routine under applicable rules, 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, so there may be broker non-votes on Proposals One and Three. Q: How can I vote my shares during the Annual Meeting? ____________________________________________________________________________________________ A: Whether you hold shares in your name or in street name, you should follow the instructions at www.virtualshareholdermeeting.com/ADSK2021 to vote during the Annual Meeting. Even if you plan to virtually attend the Annual Meeting, we recommend that you also submit your proxy card or follow the voting instructions described below to vote in advance of the meeting 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) 507-6373 or by email at investor.relations@autodesk.com, and completing, signing, dating, and returning the proxy card in the postage pre-paid envelope provided. 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 15, 2021. 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? ____________________________________________________________________________________________ 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. 60 | Autodesk, Inc. 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, 2022, and FOR the approval, on an advisory basis, of the compensation of our named executive officers. 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 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. 2021 Proxy Statement | 61 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. • • • 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. You can attend the Annual Meeting and vote online with your control number. Simply attending the Annual Meeting without actually voting will not revoke a proxy. 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 online during the Annual Meeting. Any written notice of revocation or subsequent proxy card should be 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, you can submit new voting instructions to your broker or other agent or you can attend the Annual Meeting and vote online with your control number. Q: Who will bear the costs of soliciting votes for the Annual Meeting? ____________________________________________________________________________________________ A: Autodesk will bear all expenses of soliciting proxies, 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. 2021 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 2021 Annual Meeting of Stockholders, to be held on Wednesday, June 16, 2021, 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 2021 Annual Report. 62 | Autodesk, Inc. Q: What proposals will be voted on at the Annual Meeting? ____________________________________________________________________________________________ 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, 2022; and 3. To approve, on an advisory basis, the compensation of our named executive officers. Q: Can I attend the Annual Meeting? ____________________________________________________________________________________________ A: 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 www.virtualshareholdermeeting.com/ADSK2021 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 2021 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 2022 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. We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of the annual meeting. 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 statements, proxy cards, and annual reports electronically via email or the internet. To sign up for electronic delivery, please follow the instructions provided on your proxy card or voting instruction form. Stockholders who hold shares through a bank, brokerage firm, or other agent may sign up for electronic delivery by contacting that broker or agent. We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of the annual meeting. 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 2022 Annual Meeting of Stockholders, proposals must be received by Autodesk's Chief Legal Officer no later than January 4, 2022, and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. 2021 Proxy Statement | 63 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— Director Selection, Qualifications, and Evaluations” 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. For the purposes described above, the “Notice Period” begins at 9:00 a.m. Pacific Time on the 120th day, and ends at 5:00 p.m. Pacific Time on the 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 2022 Annual Meeting of Stockholders will be from February 16, 2022 to March 18, 2022. 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 2022 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 5, 2021 and no later than January 4, 2022. 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 2022 Annual Meeting is advanced or delayed more than 25 days from the anniversary of the 2021 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 (a) the 120th day prior to such annual meeting or (b) the tenth day following the day on which the date of such meeting is first publicly announced by Autodesk. 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 www.autodesk.com under “Investor Relations - ESG - 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? ____________________________________________________________________________________________ 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. 64 | Autodesk, Inc. Q: How may I obtain a separate Notice or a separate set of proxy materials and fiscal 2021 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 2021 Annual Report. If you wish, you may request individual documents by sending an email to investor.relations@autodesk.com. Stockholders who share an address and receive multiple Notices or multiple copies of our proxy materials and fiscal 2021 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 2021 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 www.autodesk.com. 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 4, 2021 San Rafael, California 2021 Proxy Statement | 65 Appendix AReconciliation of GAAP financial measure to non-GAAP financial measuresThis Proxy Statement contains information regarding two non-GAAP financial measures: non-GAAP income (loss) from operations and free cash flow. 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, acquisition-related costs, and restructuring charges and other exit costs. Free cash flow represents cash flow from operating activities minus capital expenditures.We believe that these non-GAAP financial measure are appropriate to enhance an overall understanding of our fiscal 2021 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 these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP in the United States.Non-GAAP income from operationsInvestors should review the reconciliation of non-GAAP income from operations to its most directly comparable GAAP financial measure, GAAP income from operations, as provided below:(in millions)Fiscal Year Ended January 31,20212020GAAP income from operations$ 629.1 $ 343.0 Stock-based compensation expense 399.8 362.4 Amortization of developed technology 30.9 34.5 Amortization of purchased intangibles 37.5 38.9 Acquisition-related costs 14.6 23.3 Restructuring and other exit costs, net — 0.5 Non-GAAP income from operations$ 1,111.9 $ 802.6 Free Cash Flow(in millions)Fiscal Year Ended January 31,20212020Cash flow from operating activities$ 1,437.2 $ 1,415.1 Capital expenditures (91.1) (53.2) Free cash flow$ 1,346.1 $ 1,361.9 66 | Autodesk, Inc.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________________________________________________ FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended January 31, 2021or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from to Commission File Number: 0-14338 _____________________________________________________________ AUTODESK, INC. (Exact name of registrant as specified in its charter)Delaware94-2819853(State or other jurisdictionof incorporation or organization)(I.R.S. employerIdentification No.)111 McInnis Parkway,San Rafael, California94903(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:Title of each classTrading Symbol(s)Name of each exchangeon which registeredCommon Stock, $0.01 Par ValueADSKThe Nasdaq Global Select MarketSecurities 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 filerxAccelerated 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒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, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately 219.0 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, 2020) was approximately $51.8 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 12, 2021, the registrant had outstanding 219,592,294 shares of common stock.1DOCUMENTS INCORPORATED BY REFERENCEPortions 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, 2021.2AUTODESK, INC. FORM 10-KTABLE OF CONTENTSPagePART IItem 1.Business5Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments32Item 2.Properties32Item 3.Legal Proceedings32Item 4.Mine Safety Disclosures33PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6.Selected Financial Data36Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure108Item 9A.Controls and Procedures108Item 9B.Other Information108PART IIIItem 10.Directors, Executive Officers and Corporate Governance109Item 11.Executive Compensation110Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters110Item 13.Certain Relationships and Related Transactions, and Director Independence110Item 14.Principal Accounting Fees and Services110PART IVItem 15.Exhibits and Financial Statement Schedules111Item 16.Form 10-K Summary111Signatures1143FORWARD-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 may appear throughout this Form 10-K, including the following sections: “Business” (Part I, Item 1), “Risk Factors” (Part I, Item 1A), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7). Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies; future financial results (by product type and geography) and subscriptions; the effectiveness of our efforts to successfully manage transitions to new markets; expectations for recurring revenue, net revenue retention rate, operating expenses, cash flow, remaining performance obligations, our subscription base, and other financial and operational metrics; the effects of global economic and political conditions, including the impact of economic volatility and geopolitical activities in certain countries; the impact of the coronavirus (COVID-19) pandemic on our business and results of operations; the impact of past and planned acquisitions and investment activities; expected market trends and market opportunities; our ability to successfully expand adoption of our products; our ability to gain market acceptance of new businesses and sales initiatives; cybersecurity and privacy issues or incidents; the effect of competition; the effect of unemployment; the availability of credit; the effects of revenue recognition; the effects of newly recently issued accounting standards; expected trends in certain financial metrics, including expenses; expectations regarding our cash needs and expenditures; the effects of fluctuations in exchange rates and our hedging activities on our financial results; the effect of laws and regulations that we are subject to; the timing and amount of purchases under our stock repurchase plan; and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results. 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 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. 4 ITEM 1. BUSINESS Note: A glossary of terms used in this Form 10-K appears at the end of this Item 1. PART I 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 www.autodesk.com. 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 www.autodesk.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. 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. 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 • 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 numerical control (“CNC”) machining, inspection, and modeling for manufacturing. A comprehensive line-up of expert products, including PowerMill, FeatureCAM, PowerInspect, PowerShare, and others, help our customers manufacture complex, innovative products and components with maximum quality, control, and production efficiency. • 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. 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 effects 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 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. In 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. As a result of this shift, a substantial majority of our customers have converted to subscription plan offerings and we will be retiring all remaining maintenance plan offerings as of May 7, 2021. Additionally, in order to 7 offer better service to our customers, we are transitioning our existing customers from serial numbers to named users. We completed the migration of our single-user subscriptions from serial numbers in fiscal 2021 and are transitioning multi-user subscriptions to named users through August 2023. We dedicate considerable technical and financial resources to research and development to deliver additional automation and insights to our customers through artificial intelligence, machine learning, and generative design, which increase efficiency and sustainability and reduce waste. These investments further enhance our existing products and create new solutions and technologies which connect the workflows and data of our customers across the ecosystem of their projects and expand our market opportunity. Our tools connect and automate the phases of design and creation, enabling greater collaboration and the seamless flow of data for individuals and teams across all phases. 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 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 1,700 resellers and distributors worldwide. For fiscal 2021, approximately 69% 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 37% of our net revenue for the fiscal year ended January 31, 2021, and 35% of our net revenue for both fiscal years ended January 31, 2020 and 2019. Ingram Micro Inc. (“Ingram Micro”), our second-largest distributor, accounted for 10% of Autodesk's total net revenue for both fiscal years ended January 31, 2021 and 2020, and 11% of Autodesk's total net revenue for fiscal year ended January 31, 2019. 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 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. 8 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 (“EBAs”). Historically, we have had increased EBAs sale activity in our fourth fiscal quarter. This seasonality may not have an immediate impact on our revenue as we recognize subscription revenue over the term of the contract. This seasonality may also affect the relative value of our billings, RPO, and collections in the fourth and first fiscal quarters. 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 offerings are retired as of May 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, or 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 Impact at Autodesk To help our customers imagine, design, and make a better world, we focus our environmental, social, and governance efforts on the outcomes where we can drive the greatest positive impact; partnering with our customers and enabling their sustainable practices through our products, catalyzing industry action by delivering free learning and training resources and providing software grants and support to qualifying nonprofits and entrepreneurs, and leading by example with our business practices and with our employees. Through our products and services, we partner with our customers to help them better understand and improve the environmental, energy, and materials performance of everything they make, help them make products, buildings, and entire cities that foster healthy and resilient communities, and help them adapt, grow, and prosper alongside increasing levels of automation. 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 post-secondary schools hundreds of 9 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. In November 2020, we launched a credential program, which empowers current and future Autodesk customers to learn in-demand toolsets, skillsets, and mindsets, while earning credentials that demonstrate their job readiness. We offer self-paced, modular learning through a range of skill levels, roles, and career ambitions, helping professionals demonstrate and apply relevant knowledge, step into emerging roles, and stay at the forefront of their industry. 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 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, nonprofit organizations, and start-up companies who are designing clean technologies. We are expanding these offerings 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, and disaster management and recovery strategies. In fiscal 2020, we attained our science-based greenhouse gas reduction target of 43% emissions reduced since fiscal 2009 and we have announced a new commitment to being net-zero emissions by the end of fiscal 2021. Our assured results on this new commitment will be published in our fiscal 2021 impact report. Emissions Performance & Other Key Performance Indicators By end of fiscal 2020, Autodesk had reduced its net greenhouse gas emissions for its operational boundary by 43% from our fiscal year 2009 baseline to 172,000 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 impact reports, which we have published on our website since 2008. Our fiscal 2021 impact report will be published in the second quarter of fiscal 2022. 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. In fiscal 2020, Autodesk committed to target 1% of annual operating margin for the long-term support of the Autodesk Foundation. 10 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 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 created a web services platform, Autodesk Forge, which includes web services that enable software developers to rapidly develop the next generation of applications and experiences that will power the future of making things. 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 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 11 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. 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 online 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. 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. 12 TALENT Our employees play a central role in the success of our long-term strategy. Autodesk’s Culture Code defines values and behaviors that support our commitment to being a customer company, where each employee takes responsibility for understanding our customers’ needs, expectations, and experiences. As of January 31, 2021, we employed approximately 11,500 people, an increase from approximately 10,100 employees as of the end of fiscal year 2020. None of our employees in the United States are represented by a labor union. In certain foreign countries, our employees are represented by trade unions or 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. Diversity and Belonging Autodesk is committed to building and maintaining a diverse workforce and a culture of belonging that welcomes people from all backgrounds, perspectives, and beliefs. We have developed a holistic, updated global Diversity and Belonging (“D&B”) strategy, which began with inviting employees representing all levels, regions, organizations, and a rich mix of demographics, to join focus groups to share their feedback, ideas, and experiences. Our D&B strategy includes a variety of activities, such as inclusive leadership training for all people managers and senior employees, hiring manager and interview classes that include training on mitigating bias and inclusive practices, and a D&B speaker series featuring leaders from a range of disciplines. To help us build a more diverse workforce, we have continued to invest in our diversity partnerships. We partner with educational institutions such as Hispanic-Serving Institutions and Historically Black Colleges and Universities, and professional organizations around the globe supporting underrepresented groups in technology. We provide a variety of scholarships, internship programs, mentoring and development partnerships, and program support to organizations focused on women and underrepresented groups. We also have an Emerging Leaders Program which is focused on developing a diverse cohort of leaders through professional development, mentoring, and networking opportunities. In addition, we provide ongoing development opportunities, such as the Autodesk Mentorship Program, which provides one-on-one mentorship relationships. Autodesk has seven employee resource groups (“ERGs”), which are employee-led groups that bring employees together based on common backgrounds or diversity characteristics, to foster a sense of belonging and connection. Additional information on our D&B program, initiatives, and metrics can be found on our website at https:// www.autodesk.com/company/diversity-and-inclusion. Professional Development and Employee Impact We believe career development plays an important role in keeping our employees engaged and to provide additional opportunities to grow and build their careers. Autodesk offers extensive professional and technical development opportunities for our employees. These include self-service online modules and personalized learning paths, professional and management development programs, and a tuition reimbursement program. We also encourage our employees to advance our vision for a better world and support their professional development by participating in our pro bono consulting program, using paid time to volunteer, and have their charitable giving matched by the Autodesk Foundation. Total Rewards To attract, retain, and support our highly qualified employees, we offer competitive compensation and benefits, which include an element of choice to meet the needs of our diverse and global population. In addition to base pay and opportunities to receive short- and long-term incentives, we have an employee stock purchase plan, and retirement and other financial support. In addition to comprehensive health insurance and wellness benefits, we have a generous time off program, including sabbatical, financial tools and education, and an employee assistance program. This past fiscal year, we made changes to our equity strategy, expanding our grant program eligibility for new hires and existing employees. As part of this strategy, we made a one-time equity grant to all regular employees with no unvested equity to align all employees to the long-term success of the company and encourage an owner mindset. 13 COVID-19 In response to the COVID-19 pandemic, we supported our employees by adopting remote work and providing reimbursements to employees to equip their home offices, unlimited videoconferencing access to gather virtually with friends and family, and additional company holidays in recognition of the unusual demands of the working environment during the pandemic. The Autodesk Foundation encouraged employee impact through an expanded 2:1 match for all eligible COVID-19- related donations. ACQUISITIONS Over the past three fiscal 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, 2021, 2020, and 2019, we acquired companies accounted for as business combinations. The following were significant acquisitions for fiscal years 2021, 2020, and 2019: Date of closing Company Details November 2020 Spacemaker AS ("Spacemaker") The acquisition of Spacemaker strengthened and enabled Autodesk’s early-stage design and outcome-based design capabilities. January 2019 BuildingConnected, Inc. ("BuildingConnected") The acquisition of BuildingConnected enabled Autodesk to add bid-management capabilities to its construction portfolio. December 2018 PlanGrid, Inc. ("PlanGrid") The acquisition of PlanGrid enabled Autodesk to offer a more comprehensive, cloud- based construction platform. July 2018 Assemble Systems, Inc. ("Assemble Systems") The acquisition of Assemble Systems enabled Autodesk's customers to influence, query and connect BIM data to key workflows across bid management, estimating, scheduling, site management and finance. We acquire technology-related assets that are complementary to or otherwise enhance our existing technologies. We also make investments in privately held companies that develop technology that is complementary to or provide strategic value and expand opportunities for our technologies. REGULATION We are subject to various regulations, particularly those involving privacy and import/export controls. See Item 1A, “Risk Factors—Risks Relating to Laws and Regulations,” for further discussion. GLOSSARY OF TERMS Billings: Total revenue plus the 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. Design Business: Represents the combination of maintenance, product subscriptions, and all EBAs. Main products include, but are not limited to, AutoCAD, AutoCAD LT, Industry Collections, Revit, Inventor, Maya, and 3ds Max. Certain products, such as our computer aided manufacturing solutions, incorporate both Design and Make functionality and are classified as Design. Enterprise Business Agreements (EBAs): Represents programs providing enterprise customers with token-based access to a broad pool of Autodesk products over a defined contract term. 14 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. 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. Make Business: Represents certain cloud-based product subscriptions. Main products include, but are not limited to, Assemble, BIM 360, BuildingConnected, PlanGrid, Fusion 360, and Shotgun. Certain products, such as Fusion 360, incorporate both Design and Make functionality and are classified as Make. Net Revenue Retention Rate (NR3): Measures the year-over-year change in subscription and maintenance revenue for the population of customers that existed one year ago (“base customers”). Net revenue retention rate is calculated by dividing the current quarter subscription and maintenance revenue related to base customers by the total corresponding quarter subscription and maintenance revenue from one year ago. Subscription and maintenance revenue 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. Subscription and maintenance revenue related to acquired companies, one year after acquisition, has been captured as existing customers until such data conforms to the calculation methodology. This may cause variability in the comparison. Beginning with the first quarter of fiscal 2021, Autodesk modified its definition of NR3 to the definition above. The effect of this change is not material for the periods presented. Other Revenue: Consists of revenue from consulting, training, and other products and services, and is recognized as the products are delivered and services are performed. Product Subscription: Provides customers a 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 traditional 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: 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. 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 our term-based product subscriptions, cloud service offerings, and flexible 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 Condensed Consolidated Balance Sheet. 15 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. Summary of Risk Factors Our business is subject to numerous risks and uncertainties that you should consider before investing in our securities. These risks are described more fully below and include, but are not limited to, risks relating to the following: • • • • • • • • • • • • • • • • • • • • • • Our strategy to develop and introduce new products and services, exposing us to risks such as limited customer acceptance, costs related to product defects, and large expenditures. The effects of the COVID-19 pandemic and related public health measures. Global economic and political conditions. Costs and challenges associated with strategic acquisitions and investments. Dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks. Inability to predict subscription renewal rates and their impact on our future revenue and operating results. Existing and increased competition and rapidly evolving technological changes. Fluctuation of our financial results, key metrics and other operating metrics. Deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections. Any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives. Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market causing the market price of our stock to decline. Social and ethical issues relating to the use of artificial intelligence in our offerings. Security incidents compromising the integrity of our or our customers’ offerings, services, data, or intellectual property. Reliance on third parties to provide us with a number of operational and technical services as well as software. Our highly complex software, which may contain undetected errors, defects, or vulnerabilities. Increasing regulatory focus on privacy issues and expanding laws. 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. Protection of our intellectual property rights and intellectual property infringement claims from others. The government procurement process. Fluctuations in currency exchange rates. Our debt service obligations. Our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors. 16 Risks Relating to Our Business and Strategy 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 result in no additional net revenue or decreased net revenue. The software industry is characterized by rapid technological changes as well as changes in customer requirements and preferences. In recent years, the industry has undergone a transition from developing and selling perpetual licenses and on- premises products to subscriptions 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 and our transition of multi-subscription plans to named-user plans. It is uncertain whether these strategies, including our product and pricing changes, will accurately reflect customer demand or be successful, or whether we will be able to develop the necessary infrastructure and business models more quickly than our competitors. We make 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, as well as other individual Autodesk products, expand their portfolios to include 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 continuously act quickly 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 the strategy as market conditions evolve, we may fail to meet our customers’ expectations, be unable 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. The effects of the COVID-19 pandemic and related public health measures have affected how we and our customers are operating our respective businesses, and the extent of the impact on our business and results of operations remains uncertain. We are continuing to conduct business during the COVID-19 pandemic with substantial modifications to employee travel and work locations, as well as virtualization, postponement, or cancellation of certain sales and marketing events, among other changes. We have observed other companies as well as governments taking precautionary measures to address COVID-19. We continue to actively monitor the situation and may take further actions to 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. The extent of the impact of any such modifications on our business, including the effects on our customers and prospects, and on our financial results, remains uncertain. In particular, if we are not able to retain current customers and attract new business, including multi-year contracts, or if customer renewal rates decline or fluctuate, it could have a material adverse effect upon our business and results of operations. During fiscal 2021, we took a number of actions to support our customers, including extending payment terms to 60 days through the beginning of August 2020, offering free commercial use of our cloud collaboration products through June 2020, delaying the transition from multi-user licenses to named-user licenses from May to August 2020 to minimize disruption, and deferring a 20% maintenance price increase from May to August 2020. These actions have affected our cash flow, and if these actions as well as our other sales and marketing activities are not successful in retaining current customers and in closing new business, our business and results of operations could be materially adversely affected. 17 Given the evolving business environment as a result of the COVID-19 pandemic, we are actively managing our spending, reducing travel and entertainment expense, monitoring our hiring rate, and rationalizing our marketing spend. We will continue to invest in critical areas such as R&D, construction, and digitizing the company to support our future success as we come out of the pandemic. If we are not able to successfully manage our spending and investment, it could have a material adverse effect on our cash balances, business, and results of operations. 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 countries’ economies have experienced cyclical downturns, 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. These economic conditions can occur abruptly. For example, the coronavirus (COVID-19) pandemic has caused additional uncertainty in the global economy, and an economic downturn or recession in the United States or in other countries may occur or has already occurred and may continue. The extent to which COVID-19 will impact our financial condition or results of operations is still uncertain and will continue to depend on developments such as the impact on our customers, vendors, distributors, and resellers, as well as other factors, including the full duration and the extent of the pandemic; actions taken by governments, businesses, and consumers in response to the pandemic; speed and timing of economic recovery; our billings and renewal rates, including new business close rates, rate of multi-year contracts, pace of closing larger transactions, and new unit volume growth; and effect of the pandemic on margins and cash flow. All of these factors continue to evolve and remain uncertain at this time, and some of these factors are not within our control. 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 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 these risk factors, we are dependent on international revenue and operations and are subject to related risks of conducting business globally. 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 political and economic unpredictability globally and may increase the volatility of global financial markets, and 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 business could be adversely impacted by the costs and challenges associated with strategic acquisitions and investments. We regularly acquire or invest in businesses, software solutions, and technologies that are complementary to our business through acquisitions, strategic alliances, or equity or debt investments, including several transactions in fiscal 2021. The risks associated with such acquisitions include the difficulty of integrating solutions, operations, and personnel; inheriting liabilities such as intellectual property infringement claims; failure to realize anticipated revenue and cost projections and expected synergies; 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 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 claims from terminated employees, customers, or other third parties; the potential for incompatible business cultures; significantly higher than anticipated transaction or integration-related costs; 18 • • potential additional exposure to economic, tax, currency, political, legal, and regulatory risks associated with specific countries; 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, if we do not complete an announced acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated. Acquisitions and investments have in the past and may in the future contribute to 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, and could negatively impact our financial results. We are dependent on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks, which could adversely impact our financial results. International net revenue represented 66% of our net revenue in both fiscal 2021 and 2020. Our international revenue, some of which comes from emerging economies, is subject to economic and political conditions in foreign markets, including those resulting from economic and political conditions in the United States, as well as country-specific conditions related to COVID-19, such as varied speed of recovery in different geographies. Our total revenue is also impacted by the relative geographical and country mix of our revenue over time. 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 United States 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 United States. Risks inherent in our international operations include: • • • • • • • • • • • • • • • • • • economic volatility; 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; 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; compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption laws; 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 and the complexities of tax reporting; laws regarding the free flow of data across international borders and 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 19 • other factors beyond our control, including popular uprisings, terrorism, war, natural disasters, and diseases and pandemics, such as COVID-19. Some of our business partners also have international operations and are subject to the risks described above. The United Kingdom’s exit from the European Union (“Brexit”) has exacerbated and may further exacerbate many of the risks and uncertainties described above. The application of the Trade and Cooperation Agreement between the European Union, the European Atomic Energy Community, and the United Kingdom signed in December 2020 (the “TCA”), could have adverse tax, tax treaty, banking, operational, legal, regulatory, or other impacts on our businesses in the region. 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. 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, in recent years, the United States 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 retaliatory actions by affected countries, and certain foreign governments, including the Chinese government, have instituted or considered 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, the conduct of 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. 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, upgrade, or expand their subscriptions. 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, customer activity, or number of users due to economic downturns, including as a result of the current COVID-19 pandemic, or financial markets uncertainty. If our customers do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline. 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 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 operate are characterized by vigorous competition, both by entrants with innovative technologies and by consolidation of companies with complementary offerings and technologies. Some of our competitors 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. 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 risks described in these risk factors, some of the factors that could cause our financial results, key metrics, and other operating metrics to fluctuate include: 20 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • general market, economic, business, and political conditions in Europe, APAC, and emerging economies, including from an economic downturn or recession in the United States or other countries; failure to produce sufficient revenue, billings, subscription, profitability, and cash flow growth, including as a result of the COVID-19 pandemic; 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; 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 and Exchange Commission, or other rulemaking bodies; fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity; dependence on and 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 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; 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 or 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; 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 events, such as pandemics and epidemics, including COVID-19; regulatory compliance costs; and 21 • 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. We derive a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections, and if these offerings are not successful, our revenue would be adversely affected. 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 both fiscal 2021 and 2020, combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented 29% of our total net revenue, respectively. 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, from time to time we 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, billings, earnings, cash flow, or subscriptions shortfalls or 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 risks described in these risk factors and the following: • • • • • • shortfalls in our expected financial results, including net revenue, billings, earnings, and cash flow or key performance metrics, such as subscriptions, including as a result of the current COVID-19 pandemic, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed, or significantly exceed securities analyst expectations; quarterly variations in our or our competitors’ results of operations; general socioeconomic, political, or market conditions, including from an economic downturn or recession in the United States or in other countries; 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- and long-term impact to our business; uncertainty about certain governments’ abilities to repay debt or effect fiscal policy; announcements of new offerings or enhancements by us or our competitors; 22 • • • • 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. 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 achieve efficiencies in developing new products and maintaining and enhancing existing product offerings. This strategy creates a dependency on independent developers. Independent developers, including those who currently develop solutions for us in the United States 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. Social and ethical issues relating to the use of artificial intelligence in our offerings may result in reputational harm or liability. Social and ethical issues relating to the use of new and evolving technologies such as artificial intelligence (“AI”) in our offerings, may result in reputational harm and liability, and may cause us to incur additional research and development costs to resolve such issues. We are increasingly building AI into many of our offerings. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI presents emerging ethical issues and if we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm, or legal liability. Potential government regulation in the space of AI ethics may also increase the burden and cost of research and development in this area, subjecting us to brand or reputational harm, competitive harm, or legal liability. Failure to address AI ethics issues by us or others in our industry could undermine public confidence in AI and slow adoption of AI in our products and services. Risks Relating to Our Operations 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. We also provide annual information security training to our employees. 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, 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 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. For example, in December 2020 it was widely reported that 23 SolarWinds, an information technology company, was the subject of a cyberattack that created security vulnerabilities for thousands of its clients. We identified a compromised SolarWinds server and promptly took steps to contain the incidents. While we believe that no customer operations or Autodesk products were disrupted as a result of this attack, other, similar attacks could have a significant negative impact on our systems and operations. 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 to try 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. 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 results. 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 or availability of, 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 results 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 results. 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. Inability of such third parties to satisfy our requirements could disrupt our operations or make it more difficult for us to implement our 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 results could be negatively impacted. 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 websites for our development, marketing, operational, support, sales, accounting, and financial reporting activities. We continually invest resources to update and improve these systems 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 those systems. Unsuccessful implementation of hardware or software updates and improvements 24 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. 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, or 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. If we do not maintain good relationships with the members of our distribution channel, or 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 2021 and 2020, approximately 69% and 70%, 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, and have previously experienced difficulties during times of economic contraction as well as 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 adjusting our incentives. 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 37% and 35% of our total net revenue for fiscal 2021 and 2020, respectively and Ingram Micro accounted for 10% of our total net revenue for both fiscal 2021 and 2020, respectively. Should any of our agreements with Tech Data or Ingram Micro be terminated, we believe the resellers and end users who currently purchase our products through Tech Data or Ingram Micro would be able to continue to do so under substantially the same terms from one of our many other distributors without substantial disruption to our revenue. Consequently, we believe our business is not substantially dependent on either Tech Data or Ingram Micro. However, if either distributor were to experience a significant business disruption or if our relationship with either were to significantly deteriorate, it is possible that our ability to sell to end users would, at least temporarily, be negatively impacted. This could, in turn, negatively impact our financial results. For example, in June 2020, an affiliate of funds managed by affiliates of Apollo Global Management, a global alternative investment manager, acquired Tech Data, and in December 2020, Platinum Equity, a global investment firm, announced that it had entered into a definitive agreement to acquire Ingram Micro from HNA Technology Co., Ltd., subject to stockholder and regulatory approvals. If there is any reseller or end user uncertainty caused by either acquisition, our ability to sell to these resellers and end users could, at least temporarily, be 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 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. 25 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 under public open source licenses. While we have internal processes to manage our use of such third-party software, if such processes are inadequate, we may be subject to copyright infringement or other third-party claims. If we are non-compliant with a license for commercial software, 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, 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, re-engineering of our software, damage to our reputation, or loss of revenue. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, support, indemnities, assurances of title or controls on origin of the software, or other contractual protections regarding infringement claims or the quality of the code. Likewise, some open source projects have known security and other vulnerabilities and architectural instabilities, or are otherwise subject to security attacks due to their wide availability, and are provided on an “as-is” basis. 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, inability to retain and attract qualified employees 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. 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 increased costs or delays until equivalent software can be developed, identified, licensed, and integrated, which would likely harm our business. Disruptions in licensing relationships and with 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. Technology created by outsourced product development, whether outsourced to third parties or developed externally and transferred to us through business or technology acquisitions, involves additional risks such as effective integration into existing products, adequate transfer of technology know-how, and ownership and protection of transferred intellectual property. Risks Relating to Laws and Regulations 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 26 and otherwise process customer data, which may include personal data. Federal, state, and foreign privacy and data security laws apply to the treatment of personal data; the regulatory framework for data privacy and security issues is rapidly evolving and is likely to remain uncertain for the foreseeable future. Governments, regulators, plaintiffs’ attorneys, 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 the GDPR 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. On July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-U.S. Privacy Shield data transfer mechanism (the “Schrems II Ruling”). We do not anticipate any immediate change in our customers’ ability to continue to use our services and transfer data between the EU and the United States as a result of the Schrems II Ruling. In the decision, the CJEU imposed additional obligations on companies when relying on standard contractual clauses approved by the European Commission (“SCCs”) to transfer personal data. This decision may result in European data protection regulators applying differing standards for, and requiring ad hoc verification of, transfers of personal data from Europe to the United States. In November 2020, the European Commission released a draft of revised SCCs addressing the CJEU concerns. The European Data Protection Board also issued recommendations that, together with the revised SCCs, may require us to implement additional contractual and technical safeguards for any personal data transferred out of the European Economic Area, which may increase compliance costs, lead to increased regulatory scrutiny or liability, and adversely impact our business, financial condition, and operating results. The United Kingdom has enacted a Data Protection Act and legislation referred to as the “UK GDPR” that, collectively, substantially implement the GDPR, and provides for substantial penalties for non-compliance. However, Brexit has created uncertainty regarding data protection regulation in the United Kingdom and how data transfers to and from the United Kingdom will be regulated post-Brexit. The TCA provides for unrestricted flow of personal data from the European Union to the United Kingdom until either April 30, 2021, which may be extended until June 30, 2021, by mutual agreement, or until the European Commission adopts a decision that U.K. data protection laws offer an adequate level of protection for personal data. 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. In November 2020, California voters passed the California Privacy Rights Act (the “CPRA”). The CPRA significantly expands the CCPA, including by introducing additional obligations such as data minimization and storage limitations, granting additional rights to consumers such as correction of personal information and additional opt-out rights, and creates a new entity to implement and enforce the law. The CCPA and CPRA will require us to modify our data processing practices and policies and may cause us to incur substantial costs and expenses in order to comply. Several other countries, including Australia, New Zealand, Brazil, and Japan, have also established specific legal requirements for cross-border transfers of personal information. 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, understand how our offerings and services are being used, respond to customer requests allowed under the laws, and 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. There is also an increasing trend towards data localization policies. For example, in 2015, Russia introduced data localization laws, and other countries such as India and China are considering data localization requirements. If this trend continues and countries implement more restrictive regulations for cross-border data transfers (or do not permit data to leave the country of origin), our business, financial condition, and results of operations in those jurisdictions could be impacted. 27 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 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. 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. 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. However, the steps we take to protect our intellectual property rights may be inadequate. While we have patent applications pending in the United States and throughout the world, we may be unable to obtain patent protection for the technology covered in our patent applications. In addition, any patents issued to us in the future may not provide us with competitive advantages or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our efforts to protect our proprietary rights, unauthorized parties from time to time have copied or reverse engineered 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. 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. Unauthorized disclosure of our source code 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. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our business. Third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights, even if we are unaware of the intellectual property rights claimed against us. 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. Additionally, certain patent assertion entities have become more aggressive in threatening and pursuing litigation in attempts to obtain fees for licensing the right to use patents. Any claims or threats of infringement or misappropriation, 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, require us to change our products or business practices, prevent us from offering our software and services, 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 may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications, or refund fees, which could be costly. Furthermore, from time to time we may introduce or acquire new products, including in areas where we historically have not competed, which could increase our exposure to patent and other intellectual property claims. 28 Contracting with government entities exposes us to additional risks inherent in the government procurement process. We provide products and services, directly and indirectly, to a variety of government entities. Risks associated with licensing and selling products and services to government entities include extended sales and collection cycles, varying governmental budgeting processes, and adherence to complex procurement regulations and other government-specific contractual requirements. We may be subject to audits and investigations relating to our government contracts and any violations could result in civil and criminal penalties and administrative sanctions, including termination of contracts, payment of fines, and suspension or debarment from future government business, as well as harm to our reputation and financial results. Risks Relating to Financial Developments 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 United States, we face exposure to adverse movements in foreign currency exchange rates, which could have a material adverse impact on our financial results and cash flows. These exposures may change over time as business practices evolve and economic conditions change. 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 18 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 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, global events, including the sudden and unexpected effects of the COVID-19 pandemic as well as geopolitical developments, may contribute to volatility in foreign exchange markets, 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. Our debt service obligations may adversely affect our financial condition and cash flows from operations. We have $1.65 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. 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 declared immediately due and payable. In addition, changes by any rating agency to our credit rating 29 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. 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 and 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, or 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. Investments in privately held companies 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, and potentially meeting our financial obligations as they come due. 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 tax authorities and may have a significant impact on our effective tax rate and cash taxes. 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 (“TCJA”), which impacted our tax obligations and effective tax rate beginning in our fiscal 2018 tax year, and significant tax legislation was included in the March 2020 CARES Act and subsequent Consolidated Appropriations Act in December 2020. Due to the complexity and varying interpretations of the TCJA and the CARES Act, the U.S. Department of 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 effect on our results of operations from both the TCJA and the CARES Act, including for our prior tax years. Increasingly, 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 we have interpreted and historically applied the rules and regulations in our tax returns for 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. 30 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, adversely affecting our results of operations. 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. We are releasing our valuation allowance against the majority of our U.S. federal tax assets resulting in a material non-cash benefit in this period. We continue to have a full valuation allowance against certain U.S. and foreign deferred tax assets. Changes in the amount of the U.S. and 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, and any future adjustments to the realizability of our deferred tax assets may have a material effect on our financial condition and results of operations. General Risk Factors 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, or business interruption from epidemics or pandemics, or the fear of such events, could adversely impact our business, financial results, and financial condition. For example, our corporate headquarters and executive offices are located near major seismic faults in the San Francisco Bay Area and face annual periods of wildfire danger, which increase the probability of power outages and may impact employees’ abilities to commute to work or to work from home. 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, negatively impacting our financial results. 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 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, as well as the business practices of others in our industry, have increased in recent years. In the event 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 high defense costs, damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of operational resources, or otherwise harm our business. In any such event, our financial results, results of operations, cash flows, or trading prices for our securities could be negatively 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 practices 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. 31 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. 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, including an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year. This assessment must include a statement as to whether or not our internal control over financial reporting is effective and 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 are unable to assert that our internal control over financial reporting is effective, or our independent registered public accounting firm is unable to express an opinion that our internal controls are effective, investors could lose 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 product subscriptions and enterprise business arrangements (“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. We also make assumptions, judgments, and estimates in determining the accruals for uncertain tax positions, variable compensation, partner incentive programs, product returns reserves, allowances for credit losses, asset retirement obligations, legal contingencies, and operating lease liabilities. 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. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES We lease approximately 2,100,000 square feet of office space in 100 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 December 2021 to December 2024. Our San Francisco facilities consist of approximately 284,000 square feet under leases that have expiration dates ranging from December 2022 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 87% occupancy worldwide as of January 31, 2021. 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. 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 32 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. 33 PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMARKET INFORMATION FOR COMMON STOCK Our common stock is traded on the Nasdaq Global Select Market under the symbol ADSK. DIVIDEND POLICYWe anticipate that, for the foreseeable future, we will not pay any cash or stock dividends.STOCKHOLDERSAs of January 31, 2021, the number of common stockholders of record was 331. 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 SECURITIESAutodesk’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.The following table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, 2021:(Shares in thousands)Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2)November 1 - November 3082.0 $ 250.26 82.0 12,523.0 December 1 - December 3195.0 300.31 95.0 12,428.0 January 1 - January 31353.0 304.02 353.0 12,075.0 Total530.0 $ 295.06 530.0 ____________________ (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 authorizesthe repurchase of 30.0 million shares. The plan does not have a fixed expiration date.SALES OF UNREGISTERED SECURITIESIn connection with an acquisition completed in November 2020, we issued 147,264 shares of restricted stock as partial consideration for the acquisition. These shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act and Rule 506 under Regulation D.34COMPANY STOCK PERFORMANCEThe 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)Autodesk, Inc.S&P 500Dow Jones US Software1/161/171/181/191/201/21$0$100$200$300$400$500$600$700___________________ (1)Assumes $100 invested on January 31, 2016, in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, and the Dow Jones U.S.Software Index, with reinvestment of all dividends. Total stockholder returns for prior periods are not an indication of future investmentreturns.35ITEM 6. SELECTED FINANCIAL DATAThe following selected consolidated financial data is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K to fully understand factors that may affect the comparability of the information presented below. The financial data for the fiscal years ended January 31, 2021 and 2020, are derived from, and are qualified by reference to, the audited consolidated financial statements that are included in this Form 10-K. The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows data for the fiscal year ended January 31, 2019, are derived from, and are qualified by reference to, the audited consolidated financial statements that are included in this Form 10-K. The Consolidated Balance Sheet data for the fiscal year ended January 31, 2019, and the remaining financial data for the fiscal years ended January 31, 2018 and 2017, are derived from audited consolidated financial statements which are not included in this Form 10-K.Fiscal Year Ended January 31,20212020 (1)2019 (2)20182017(In millions, except per share data)Net revenue$ 3,790.4 $ 3,274.3 $ 2,569.8 $ 2,056.6 $ 2,031.0 Income (loss) from operations629.1 343.0 (25.0) (509.1) (499.6) Net income (loss) (3)1,208.2 214.5 (80.8) (566.9) (582.1) Cash flow from operations$ 1,437.2 $ 1,415.1 $ 377.1 $ 0.9 $ 169.7 Common stock data:Basic net income (loss) per share$ 5.51 $ 0.98 $ (0.37) $ (2.58) $ (2.61) Diluted net income (loss) per share$ 5.44 $ 0.96 $ (0.37) $ (2.58) $ (2.61) Balance sheet data:Total assets$ 7,279.8 $ 6,179.3 $ 4,729.2 $ 4,113.6 $ 4,798.1 Long-term liabilities3,059.6 3,099.2 2,638.9 2,246.4 1,879.1 Stockholders’ equity (deficit) $ 965.5 $ (139.1) $ (210.9) $ (256.0) $ 733.6 ____________________(1)Reflects the impact of the adoption of a new accounting standard in fiscal year 2020, Accounting Standards Codification ("ASC") Topic842.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.(3)Includes income tax benefit of $661.5 million primarily due to the U.S. valuation allowance release of $679.0 million in fiscal year2021.36ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing in Part II, Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth above in Part I, Item 1A, "Risk Factors," and elsewhere in this report. See “Forward-Looking Information” immediately preceding Part I. STRATEGY Autodesk 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 have 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 We offer subscriptions for individual products and Industry Collections, enterprise business arrangements (“EBAs”), and cloud service offerings (collectively referred to as “subscription plan”). Subscription plans are designed to give our customers more flexibility with how they use our offerings and to attract a broader range of customers, such as project-based users and small businesses. Our subscription plans currently represent a hybrid of desktop software and cloud functionality, which provides a device- independent, collaborative design workflow for designers and their stakeholders. Our cloud offerings, for example, BIM 360, 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 latest offerings will continue to grow as customers across a range of industries begin to take advantage of the scalable computing power and flexibility provided through these services. Industry Collections provide our customers with access to a broader selection of Autodesk solutions and services, simplifying the customers’ ability to benefit from a complete set of tools for their industry. 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 plan offerings as of May 7, 2021 and will allow customers to convert their remaining maintenance seats to subscription plan offerings prior to this date. 37 To support our strategic priority of re-imagining AEC, we are strengthening the foundation of our AEC solutions with both organic and inorganic investments. In fiscal 2021, we acquired Spacemaker which uses cloud-based, artificial intelligence (AI), and generative design to help architects, urban designers, and real estate developers make faster and more informed early- stage design decisions which can help maximize the long-term sustainability and return from property investments. Other acquisitions in fiscal 2021 included solutions that use artificial intelligence and machine learning to extract and process data from project plans and specifications allowing general contractors, subcontractors, and owners to automate workflows such as submittals and project closeout, as well as a leading provider of post-processing and machine simulation solutions in manufacturing. As part of our strategy in manufacturing, we continue to attract both global manufacturing leaders and disruptive startups with our generative design and cloud-based 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. Acquisitions often increase the speed at which we can deliver product functionality to our customers; however, they entail cost and integration challenges and may, in certain instances, negatively impact our operating margins. We continually review these factors in making decisions regarding acquisitions. We currently anticipate that we will continue to acquire products, technology, and businesses as compelling opportunities become available. Global Reach We sell our products and services globally, through a combination of indirect and direct channels. Our indirect channels include value added resellers, direct market resellers, distributors, computer manufacturers, and other software developers. Our direct channels include internal sales resources dedicated to selling in our largest accounts, our highly specialized solutions, and business transacted through our online Autodesk branded store. See Note 2, "Revenue Recognition" in the Notes to the Consolidated Financial Statements for further detail on the results of our indirect and direct channel sales for the fiscal years ended January 31, 2021, 2020, and 2019. We anticipate that our channel mix will continue to change as we scale our online Autodesk branded store business and our largest accounts shift towards direct-only business models. However, we expect our indirect channel will continue to transact and support the majority of our customers and revenue. We employ a variety of incentive programs and promotions to align our direct and indirect channels with our business strategies. In addition, we have a worldwide user group organization and we have created online user communities dedicated to the exchange of information related to the use of our products. One of our key strategies is to maintain an open-architecture design of our software products to facilitate third-party development of complementary products and industry-specific software solutions. This approach enables customers and third parties to customize solutions for a wide variety of highly specific uses. We offer several programs that provide strategic investment funding, technological platforms, user communities, technical support, forums, and events to developers who develop add-on applications for our products. For example, we have established the Autodesk Forge developer 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, educators, educational institutions, learning partners, and students is a key competitive advantage which has been cultivated over an extensive period. This network of partners and relationships provides us with a broad and deep reach into volume markets around the world. Our distributor and reseller network is extensive and provides our customers with the resources to purchase, deploy, learn, and support our solutions quickly and easily. We have a significant number of registered third-party developers who create products that work well with our solutions and extend them for a variety of specialized applications. Impact at Autodesk To help our customers imagine, design, and make a better world, our impact initiatives focus our efforts on the areas where we can have the greatest positive impact: products and support for our customers, catalyzing impact and innovation across industry, investing in our customers’ and employees’ access and ability to learn and develop relevant skills for in- demand roles, and leading by example with our 100% renewable, net-zero greenhouse gas emissions, and inclusive business practices. Through our products and services, we partner with customers to help them better understand and improve the environmental, energy, and materials performance of everything they make, help them make products, buildings, and entire 38 cities that foster healthy and resilient communities, and help them adapt, grow, and prosper alongside increasing levels of automation. The Autodesk Foundation (the “Foundation”), a privately funded 501(c)(3) charity organization established and solely funded by us, leads our philanthropic efforts. The purpose of the Foundation is twofold: to support employees to make a better world by matching employees’ volunteer time and/or donations to nonprofit organizations; and to support organizations and individuals using design to drive positive social and environmental impact. On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, social and environmental entrepreneurs, and others who are developing design solutions that will shape a more sustainable future. Additional information about our environmental, social, and governance program are available in our annual impact report on our website at www.autodesk.com. Assumptions Behind Our Strategy Our strategy depends upon a number of assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, third-party developers, customers, educators, educational institutions, learning partners, and students; improving the performance and functionality of our products; and adequately protecting our intellectual property. If the outcome of any of these assumptions differs from our expectations, we may not be able to implement our strategy, which could potentially adversely affect our business. For further discussion regarding these and related risks, see Part I, Item 1A, “Risk Factors.” CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles. In preparing our Consolidated Financial Statements, we make assumptions, judgments, and estimates that can have a significant impact on amounts reported in our Consolidated Financial Statements. We evaluate our estimates and assumptions on an ongoing basis. We base our assumptions, judgments, and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Our significant accounting policies are described in Part II, Item 8, Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We believe that of all our significant accounting policies, the following accounting policies and specific estimates involve a greater degree of judgment and complexity. Accordingly, these are the accounting policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. Revenue Recognition - Judgments with Multiple Performance Obligations. Our contracts with customers may include promises to transfer multiple products and services to a customer. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as a single performance obligation may require significant judgment that requires us to assess the nature of the promise and value delivered to the customer and the interaction of the desktop applications and cloud functionalities. For our product subscriptions, cloud service offerings, and flexible enterprise business arrangements, the functional nature of the promise, as well as the customers’ value expectations, led us to conclude desktop applications and cloud functionalities are not distinct in the context of the contract and should be accounted for as a single performance obligation. There is a high degree of interaction of the desktop applications and cloud functionalities, which is not available with the desktop applications alone or in conjunction with third-party cloud service providers. Furthermore, customers are not able to use the desktop applications for its intended purpose without our cloud functionalities. 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. 39 In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that includes market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customer and circumstance. In these instances, we use relevant information such as the sales channel to determine the SSP. Strategic Investments. Strategic investment debt and equity securities are valued using significant unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. The carrying value is adjusted for our strategic investment equity securities if there are observable price changes in a same or similar security from the same issuer or if there are identified events or changes in circumstances that may indicate impairment, as discussed below. The determination of whether an orderly transaction is for a same or similar investment requires significant management judgment including the nature of rights and obligations of the investments, the extent to which differences in those rights and obligations would affect the fair values of those investments, and the impact of any differences based on the stage of operational development of the investee. These assumptions are inherently subjective and involve significant management judgment. Whenever possible, we use observable market data and rely on unobservable inputs only when observable market data is not available when determining fair value. We assess our strategic investment debt and equity securities portfolio quarterly for impairment. Strategic investment equity securities are assessed based on available information such as current cash positions, earnings and cash flow forecasts, recent operational performance, and any other readily available market data. For any available-for-sale debt securities, if Autodesk does not intend to sell and it is not more likely than not that Autodesk will be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, Autodesk will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment will be assessed at the individual security level. Credit-related impairment is recognized as an allowance on the Consolidated Balance Sheets with a corresponding adjustment to “Interest and other expense, net” on the Company’s Consolidated Statements of Operations. Any impairment that is not credit-related is recognized in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets. For our quarterly impairment assessment of privately held debt and equity securities, the analysis encompasses an assessment of the severity and duration of the impairment and qualitative and quantitative analysis of other key factors including: the investee’s financial metrics, the investee’s products and technologies meeting or exceeding predefined milestones, market acceptance of the product or technology, other competitive products or technology in the market, general market conditions, management and governance structure of the investee, the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash. Business Combinations. The assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values at the acquisition date. Any residual purchase price is recorded as goodwill. Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets and deferred revenue obligations. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain and unpredictable. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates, or actual results. Examples of critical estimates used in valuing certain of the intangible assets and in determining the assets’ useful lives for the assets we have acquired or may acquire in the future include but are not limited to: • • • • • future expected cash flows from 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. 40 Realizability of Long-Lived Assets. We assess the realizability of our long-lived assets and related intangible assets, other than goodwill, quarterly, or sooner should events or changes in circumstances indicate the carrying values of such assets may not be recoverable. We consider the following factors important in determining when to perform an impairment review: significant under-performance of a business or product line relative to budget, shifts in business strategies which affect the continued uses of the assets, significant negative industry or economic trends, and the results of past impairment reviews. When such events or changes in circumstances occur, we assess recoverability of these assets. We assess recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If impairment indicators were present based on our undiscounted cash flow models, which include assumptions regarding projected cash flows, we would perform a discounted cash flow analysis to assess impairments on long-lived assets. The key assumptions that we use in our discounted cash flow model include the amount and timing of estimated future cash flows to be generated by the asset over an extended period of time and a rate of return that considers the relative risk of achieving the cash flows and the time value of money. Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also make judgments about the remaining useful lives of acquired intangible assets and other long-lived assets that have finite lives. Variances in these assumptions could have a significant impact on our conclusion as to whether an asset is impaired or the amount of any impairment charge. Impairment charges, if any, result in situations where any fair values of these assets are less than their carrying values. Income Taxes. We account for income taxes under the asset and liability approach. Under this method, deferred tax assets, including those related to tax loss carryforwards and credits, and deferred tax liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We recognize the tax benefit for an uncertain tax position when it meets the more likely than not threshold for recognition. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. A valuation allowance is recorded to reduce deferred tax assets when management cannot conclude that it is more likely than not that the deferred tax asset will be recovered. The valuation allowance is determined by assessing both positive and negative evidence to determine whether it is more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction-by-jurisdiction basis. Significant judgment is required in determining whether the valuation allowance should be recorded against deferred tax assets. In assessing the need for or release of a valuation allowance, we consider all available evidence including past operating results and estimates of future taxable income. As we continually strive to optimize our overall business model, tax planning strategies may become feasible and prudent whereby management may determine that it is more likely than not that the Netherlands, Canada, California, Michigan and U.S. capital loss deferred tax assets will be realized. Each quarter we will continue to evaluate the positive and negative evidence of our ability to utilize our global deferred tax assets. Loss Contingencies. As described in Part I, Item 3, “Legal Proceedings” and Part II, Item 8, Note 10, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements, we are periodically involved in various legal claims and proceedings. We routinely review the status of each significant matter and assess our potential financial exposure. If the potential loss from any matter is considered probable and the amount can be reasonably estimated, we record a liability for the estimated loss. Significant judgment is required to determine both the likelihood of there being, and the estimated amount of, a loss related to such matters. Due to inherent uncertainties related to these matters, we base our loss accruals on the best information available at the time. Until the final resolution of such matters, there may be an exposure to loss in excess of the 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. 41 OVERVIEW OF FISCAL 2021 •Total net revenue was $3.79 billion during fiscal 2021, an increase of 16% compared to the prior fiscal year.•Recurring revenue as a percentage of net revenue was 97% for the fiscal year ending January 31, 2021, compared to96% for the same period in the prior fiscal year.•Net revenue retention rate (“NR3”) was within the range of 100% and 110% as of January 31, 2021, and within therange of 110% and 120% as of January 31, 2020.•Deferred revenue was $3.36 billion, an increase of 12% compared to the prior fiscal year.•Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue)(“RPO”) was $4.24 billion, an increase of 19% compared to the fourth quarter in the prior fiscal year.•Current remaining performance obligations were $2.74 billion, an increase of 16% compared to the prior fiscal year.Revenue AnalysisDuring fiscal 2021, net revenue increased 16%, as compared to the prior fiscal year, primarily due to a 26% increase in subscription revenue. The increase in subscription revenue was partially offset by a 53% decrease in maintenance revenue.Further discussion of the drivers of these results are discussed below under the heading “Results of Operations.” We rely significantly upon major distributors and resellers in both the United States and international regions, including Tech Data Corporation and its global affiliates (collectively, “Tech Data”) and Ingram Micro Inc. (“Ingram Micro”). Total sales to Tech Data accounted for 37% of Autodesk’ total net revenue during fiscal 2021 and 35% of Autodesk’s total net revenue during both fiscal 2020 and 2019. During both fiscal 2021 and 2020, Ingram Micro accounted for 10% of Autodesk's total net revenue and during fiscal 2019, Ingram Micro accounted for 11% of Autodesk’s total net revenue. Our customers through Tech Data and Ingram Micro are the resellers and end users who purchase our software subscriptions and services. Should any of our agreements with Tech Data or Ingram Micro be terminated for any reason, we believe the resellers and end users who currently purchase our products through Tech Data or Ingram Micro would be able to continue to do so under substantially the same terms from one of our many other distributors without substantial disruption to our revenue. Consequently, we believe our business is not substantially dependent on Tech Data or Ingram Micro.Recurring Revenue and Net Revenue Retention RateIn order to help better understand our financial performance we use several key performance metrics, including recurring revenue and NR3. These metrics are key performance metrics and should be viewed independently of revenue and deferred revenue as these metrics are not intended to be combined with those items. We use these metrics to monitor the strength of our recurring business. We believe these metrics are useful to investors because they can help in monitoring the long-term health of our business. Our determination and presentation of these metrics may differ from that of other companies. The presentation of these metrics is meant to be considered in addition to, not as a substitute for or in isolation from, our financial measures prepared in accordance with GAAP. Please refer to the “Glossary of Terms” for the definitions of these metrics in Part I, Item 1 Business.The following table outlines our recurring revenue metric for the fiscal years ended January 31, 2021, 2020, and 2019:Fiscal Year Ended January 31, 2021Change compared toprior fiscal year endFiscal Year Ended January 31, 2020Change compared toprior fiscal year endFiscal Year Ended January 31, 2019$% $% Recurring Revenue (in millions) (1)$3,662.2$ 523.7 17 %$ 3,138.5 $ 701.3 29 %$ 2,437.2 As a percentage of net revenue 97 %N/AN/A 96 %N/AN/A 95 % ________________(1)The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenuederived from the revenue reported in the Consolidated Statements of Operations.NR3 was within the range of 100% and 110% as of January 31, 2021, and within the range of 110% and 120% as ofJanuary 31, 2020.42Foreign Currency AnalysisWe generate a significant amount of our revenue in the United States, Japan, Germany, Finland, and the United Kingdom.The following table shows the impact of foreign exchange rate changes on our net revenue and total spend: Fiscal Year Ended January 31, 2021Percent change compared toprior fiscal year (as reported)Constant currency percent change compared toprior fiscal year (1)Positive/negative/neutral impact from foreign exchange rate changesNet revenue 16 % 17 %NegativeTotal spend 8 % 8 %Neutral ________________(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) fromoperations in future periods. We use foreign currency contracts to reduce the exchange rate effect on a portion of the net revenue of certain anticipated transactions but do not attempt to completely mitigate the impact of fluctuations of such foreign currency against the U.S. dollar.Remaining Performance Obligations RPO represents deferred revenue and contractually stated or committed orders under early renewal and multi-year billing plans for subscription, services, license, and maintenance for which the associated deferred revenue has not yet been recognized. Unbilled deferred revenue is not included as a receivable or deferred revenue on our Consolidated Balance Sheets. See Part II, Item 8, Note 2, “Revenue Recognition” for more details on Autodesk's performance obligations. (in millions)January 31, 2021January 31, 2020Deferred revenue$ 3,360.2 $ 3,007.1 Unbilled deferred revenue880.5 549.6 RPO$ 4,240.7 $ 3,556.7 RPO consisted of the following:(in millions)January 31, 2021January 31, 2020Current RPO$ 2,738.0 $ 2,368.6 Non-current RPO1,502.7 1,188.1 RPO$ 4,240.7 $ 3,556.7 We expect that the amount of RPO will change from quarter to quarter for several reasons, including the specific timing, duration, and size of customer subscription and support agreements, varying billing cycles of such agreements, the specific timing of customer renewals, and foreign currency fluctuations. Historically, we have had increased EBAs sale activity in our fourth fiscal quarter and this seasonality may effect the relative value of our fourth quarter billings and RPO. Balance Sheet and Cash Flow ItemsAt January 31, 2021, we had $1,857.2 million in cash and marketable securities. Our cash flow from operations increased to $1,437.2 million for the fiscal year ended January 31, 2021, from $1,415.1 million for the fiscal year ended January 31, 2020. We repurchased 2.6 million shares of our common stock for $549.4 million during fiscal 2021. Comparatively, we repurchased 2.7 million shares of our common stock for $455.5 million during fiscal 2020. Further discussion regarding the balance sheet and cash flow activities are discussed below under the heading “Liquidity and Capital Resources.” 43RESULTS OF OPERATIONS Impacts of COVID-19 to Autodesk’s Business We are continuing to conduct business during the COVID-19 pandemic with substantial modifications to employee travel, employee work locations, and virtualization, postponement or cancellation of certain sales and marketing events, among other modifications. We have observed other companies, as well as many governments continuing to take precautionary measures to address COVID-19, and they may take further actions that alter their normal business operations. 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. In the fiscal quarter ended January 31, 2021, we experienced usage levels above pre-COVID-19 levels in most of Asia Pacific and Continental Europe. Usage rates in the United States and the United Kingdom remain below pre-COVID-19 levels. Contributing to our revenue growth in the fourth fiscal quarter ended January 31, 2021, was record EBAs, strong subscription renewal rates, accelerating digital sales, and continued sequential growth in new business. In our target markets, both Architecture, Engineering, and Construction (“AEC”) and Manufacturing (“MFG”) experienced growth as compared to the fourth fiscal quarter in the prior year. We also took action to support our customers during the fiscal year ended January 31, 2021, and extended payment terms to 60 days through August 7, 2020, offering free commercial use of our cloud collaboration products through June 2020, and delayed the transition from multi-user licenses to named-user licenses from May 2020 to August 2020 to minimize customer disruption. Further, we deferred a 20% maintenance price increase from May 2020 to August 2020 to give customers additional time to consider a subscription agreement. Given the evolving business environment as a result of COVID-19, we are actively managing our spending, reducing travel and entertainment expense, monitoring our hiring rate, and rationalizing our marketing spend. We will continue to invest in critical areas such as R&D, construction, and digitizing the company to ensure our future success as we come out of the pandemic. We believe our investment in cloud products and a subscription business model, backed by a strong balance sheet, give us a robust foundation to successfully navigate the economic challenges of COVID-19. The extent of the impact on our business in fiscal 2022 and beyond will depend on several factors, including the full duration and the extent of the pandemic; actions taken by governments, businesses, and consumers in response to the pandemic; speed and timing of economic recovery; our billings and renewal rates, including new business close rates, rate of multi-year contracts, pace of closing larger transactions, and new unit volume growth; and effect of the pandemic on margins and cash flow. All of these factors continue to evolve and remain uncertain at this time, and some of these factors are not within our control. Further discussion of the potential impacts of COVID-19 on our business can be found in Part I, Item 1A, “Risk Factors.” Net Revenue by Income Statement Presentation Subscription revenue consists of our term-based product subscriptions, cloud service offerings, and flexible EBAs. Revenue from these arrangements is predominately recognized ratably over the contract term commencing with the date our service is made available to customers and when all other revenue recognition criteria have been satisfied. Maintenance revenue consists of renewal fees for existing maintenance plan agreements that were initially purchased with a perpetual software license. Under our maintenance plan, customers are eligible to receive unspecified upgrades, when and if available, and technical support. We recognize maintenance revenue ratably over the term of the agreements, which is generally one year. Other revenue consists of revenue from consulting, training, and other products and services, and is recognized as the products are delivered and services are performed. 44 Fiscal Year Ended January 31, 2021Change compared to prior fiscal yearFiscal Year Ended January 31, 2020Management Comments(in millions, except percentages)$ % Net revenue:Subscription$ 3,478.9 $ 727.0 26 %$ 2,751.9 Increase 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)183.3 (203.3) (53) %386.6 Decrease primarily due to the migration of maintenance plan subscriptions to subscription plan subscriptions with the M2S program. Total subscription and maintenance revenue 3,662.2 523.7 17 %3,138.5 Other128.2 (7.6) (6) %135.8 $ 3,790.4 $ 516.1 16 %$ 3,274.3 Fiscal Year Ended January 31, 2020Change compared to prior fiscal yearFiscal Year Ended January 31, 2019Management Comments(in millions, except percentages)$% Net revenue:Subscription$ 2,751.9 $ 949.6 53 %$ 1,802.3 Increase 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 Decrease primarily due to themigration 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 ____________________(1)We expect maintenance revenue will continue to decline; however, the rate of decline will vary based on the number of renewals, therenewal rate, and our ability to incentivize maintenance plan customers to transition to subscription plan offerings.45Net Revenue by Product FamilyOur product offerings are focused in four primary product families: Architecture, Engineering and Construction (“AEC”), AutoCAD and AutoCAD LT, Manufacturing (“MFG”), and Media and Entertainment (“M&E”).Fiscal Year Ended January 31, 2021Change compared to prior fiscal yearFiscal Year Ended January 31, 2020Management Comments(in millions, except percentages)$ % Net revenue by product family:AEC$ 1,648.6 271.5 20 %$ 1,377.1 Increase due to growth in revenue from AEC collections, EBAs, BIM360 and PlanGrid.AutoCAD and AutoCAD LT1,099.4 151.2 16 %948.2 Increase due to growth in revenue from both AutoCAD and AutoCAD LT.MFG798.6 72.5 10 %726.1 Increase due to growth in revenue from MFG Collections, EBAs, and Fusion360. M&E219.4 20.2 10 %199.2 Increase due to growth in revenue from EBAs, M&E Collections, Maya, and 3DS Max.Other24.4 0.7 3 %23.7 $ 3,790.4 $ 516.1 16 %$ 3,274.3 Fiscal Year Ended January 31, 2020Change compared to prior fiscal yearFiscal Year Ended January 31, 2019Management Comments(in millions, except percentages)$% Net revenue by product family:AEC$ 1,377.1 $ 355.5 35 %$ 1,021.6 Increase due to growth in revenue from AEC collections, PlanGrid, EBAs, and BIM 360. AutoCAD and AutoCAD LT948.2 216.4 30 %731.8 Increase due to growth in revenue from both AutoCAD and AutoCAD LT.MFG726.1 109.9 18 %616.2 Increase due to growth in revenue from MFG Collections and EBAs.M&E199.2 17.2 9 %182.0 Increase due to growth in revenue from Maya, M&E Collections and 3DS Max.Other23.7 5.5 30 %18.2 $ 3,274.3 $ 704.5 27 %$ 2,569.8 46Net Revenue by Geographic AreaFiscal Year Ended January 31, 2021Change compared to prior fiscal yearConstant currency change compared to prior fiscal yearFiscal Year Ended January 31, 2020Change compared to prior fiscal yearConstant currency change compared to prior fiscal yearFiscal Year Ended January 31, 2019(in millions, except percentages)$ % %$ % %Net revenue:AmericasU.S.$ 1,281.8 $ 172.9 16 %*$ 1,108.9 $ 234.3 27 %*$ 874.6Other Americas260.6 33.7 15 %*226.951.6 29 %*175.3Total Americas1,542.4 206.6 15 % 16 %1,335.8 285.9 27 % 27 %1,049.9 EMEA1,472.6 169.1 13 % 15 %1,303.5 269.2 26 % 26 %1,034.3 APAC775.4 140.4 22 % 22 %635.0 149.4 31 % 32 %485.6 Total net revenue $ 3,790.4 $ 516.1 16 % 17 %$ 3,274.3 $ 704.5 27 % 28 %$ 2,569.8 Emerging economies$ 463.2 $ 67.0 17 % 17 %$ 396.2 $ 88.8 29 % 29 %$ 307.4 ____________________*Constant currency data not provided at this level.We believe that international revenue will continue to comprise a majority of our net revenue. Unfavorable economicconditions 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.47Net Revenue by Sales ChannelFiscal Year Ended January 31, 2021Change compared to prior fiscal yearFiscal Year Ended January 31, 2020Management Comments(in millions, except percentages)$ % Net revenue by sales channel:Indirect$ 2,600.0 $ 317.8 14 %$ 2,282.2 Increase due to growth in subscription revenue offset by lower maintenance plan subscriptions as we continue to migrate customers to subscriptions through the M2S program.Direct1,190.4 198.3 20 %992.1 Increase due to growth in EBAs and our online Autodesk branded store.Total net revenue$ 3,790.4 $ 516.1 16 %$ 3,274.3 Fiscal Year Ended January 31, 2020Change compared to prior fiscal yearFiscal Year Ended January 31, 2019Management Comments(in millions, except percentages)$% Net revenue by sales channel:Indirect$ 2,282.2 $ 451.4 25 %$ 1,830.8 Increase due to growth in subscription revenue offset by lower maintenance plan subscriptions as we continue to migrate customers to subscriptions through the M2S program.Direct992.1 253.1 34 %739.0 Increase due to growth 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 48Net Revenue by Product TypeFiscal Year Ended January 31, 2021Change compared toprior fiscal yearFiscal Year Ended January 31, 2020(In millions, except percentages)$ % Management CommentsNet Revenue by Product Type:Design$ 3,365.8 $ 445.7 15 %$ 2,920.1 Increase is due to growth in AEC & MFG collections, AutoCAD Family, AutoCAD LT, and EBA offerings.Make296.4 78.0 36 %218.4 Increase primarily due to growth in revenue from BIM Family, Plangrid, and Fusion products.Other128.2 (7.6) (6) %135.8 Total Net Revenue$ 3,790.4 $ 516.1 16 %$ 3,274.3 Fiscal Year Ended January 31, 2020Change compared toprior fiscal yearFiscal Year Ended January 31, 2019(In millions, except percentages)$ % Management CommentsNet Revenue by Product Type:Design$ 2,920.1 $ 572.3 24 %$ 2,347.8 Increase is due to growth in AEC & MFG collections, AutoCAD Family, AutoCAD LT, and EBA offerings.Make218.4 128.8 144 %89.6 Increase primarily due to growth in revenue from BIM Family, Plangrid, and Fusion products.Other135.8 3.4 3 %132.4 Total Net Revenue$ 3,274.3 $ 704.5 27 %$ 2,569.8 Cost of Revenue and Operating ExpensesCost of subscription and maintenance revenue includes the labor costs of providing product support to our subscription and maintenance customers, including SaaS vendor costs and allocated IT costs, facilities costs, professional services fees related to operating our network and cloud infrastructure, royalties, depreciation expense and operating lease payments associated with computer equipment, data center costs, salaries, related expenses of network operations, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges. Cost of other revenue includes labor costs associated with product setup, costs of consulting and training services contracts, and collaborative project management services contracts. Cost of other revenue also includes stock-based compensation expense, overhead charges, allocated IT and facilities costs, professional services fees, and gains and losses on our operating expense cash flow hedges. Cost of revenue, at least over the near term, is affected by labor costs, hosting costs for our cloud offerings, the volume and mix of product sales, fluctuations in consulting costs, amortization of developed technology, new customer support offerings, royalty rates for licensed technology embedded in our products, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges. Marketing and sales expenses include salaries, bonuses, benefits, and stock-based compensation expense for our marketing and sales employees, the expense of travel, entertainment, and training for such personnel, sales and dealer commissions, and the costs of programs aimed at increasing revenue, such as advertising, trade shows and expositions, and various sales and promotional programs. Marketing and sales expenses also include SaaS vendor costs and allocated IT costs, payment processing fees, the cost of supplies and equipment, gains and losses on our operating expense cash flow hedges, facilities costs, and labor costs associated with sales and order management.49Research 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, SaaS vendor costs and allocated IT costs, gains and losses on our operating expense cash flow hedges, and facilities costs.General and administrative expenses include salaries, bonuses, benefits, and stock-based compensation expense for our CEO, finance, human resources, and legal employees, as well as professional fees for legal and accounting services, SaaS vendor costs and net IT costs, certain foreign business taxes, gains and losses on our operating expense cash flow hedges, expense of travel, entertainment, and training, facilities costs, acquisition-related costs, and the cost of supplies and equipment.Fiscal Year Ended January 31, 2021Change compared to prior fiscal yearFiscal Year Ended January 31, 2020Management Comments(In millions, except percentages)$ % Cost of revenue:Subscription and maintenance$ 242.1 $ 18.2 8 %$ 223.9 Increase primarily due to an increase in cloud hosting costs as well as an increase in stock-based compensation expense.Other64.1 (2.4) (4) %66.5 Decrease primarily due to lower travel and entertainment expense partially offset by an increase in employee-related costs driven by higher headcount. Amortization of developed technologies30.9 (3.6) (10) %34.5 Decrease primarily due to previously acquired developed technologies continuing to become fully amortized partially offset by amortization from recently acquired developed technologies. Total cost of revenue$ 337.1 $ 12.2 4 %$ 324.9 Operating expenses:Marketing and sales$ 1,440.3 $ 130.0 10 %$ 1,310.3 Increase primarily due to increased employee-related costs driven by higher headcount, an increase in stock-based compensation expense, as well as an increase in SaaS vendor costs and allocated IT costs partially offset by a decrease in travel and entertainment expenses.Research and development932.5 81.4 10 %851.1 Increase primarily due to increased employee-related costs driven by higher headcount, an increase in stock-based compensation expense, as well as an increase in SaaS vendor costs and allocated IT costs partially offset by a decrease in travel and entertainment expenses.General and administrative413.9 8.3 2 %405.6 Increase primarily due to increase in employee related costs driven by higher headcount, as well as an increase in net SaaS vendor costs partially offset by a decrease in stock-based compensation expense.Amortization of purchased intangibles37.5 (1.4) (4) %38.9 Decrease as previously acquired purchased intangibles continue to become fully amortized partially offset by amortization from recently acquired purchased intangibles.Restructuring and other exit costs, net— (0.5) (100) %0.5 Total operating expenses$ 2,824.2 $ 217.8 8 %$ 2,606.4 50Fiscal Year Ended January 31, 2020Change compared to prior fiscal yearFiscal Year Ended January 31, 2019Management comments(In millions, except percentages)$ % Cost of revenue:Subscription and maintenance $ 223.9 $ 7.9 4 %$ 216.0 Increase due to growth in cloud hosting and employee-related costs driven by higher headcount.Other 66.5 12.1 22 %54.4 Increase due to growth in employee-related costs due to higher headcount. Amortization of developed technologies34.5 19.0 123 %15.5 Increase due to growth in amortization expense from acquired developed technologies as a result of our acquisitions in the fourth quarter of fiscal year 2019. 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 Increase 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 development851.1 126.1 17 %725.0 Increase due to growth in 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 administrative405.6 65.5 19 %340.1 Increase 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 intangibles38.9 20.9 116 %18.0 Increase due to growth in amortization expense from acquired purchased intangibles as a result of our acquisitions in the fourth quarter of fiscal year 2019.Restructuring and other exit costs, net0.5 (41.4) (99) %41.9 Decreased as we substantially completed the actions authorized under the fiscal 2018 restructuring plan. Total operating expenses$ 2,606.4 $ 297.5 13 %$ 2,308.9 The following table highlights our expectation for the absolute dollar change and percent of revenue change for fiscal 2022 as compared to fiscal 2021:Absolute dollar impactPercent of net revenue impactCost of revenueIncreaseFlatMarketing and salesIncreaseFlatResearch and developmentIncreaseIncreaseGeneral and administrativeDecreaseDecreaseAmortization of purchased intangibles FlatFlat51Interest and Other Expense, NetThe following table sets forth the components of interest and other expense, net:Fiscal year ended January 31,202120202019(in millions)Interest and investment expense, net $ (51.1) $ (54.0) $ (52.1) Gain on foreign currency3.5 3.9 5.1 (Loss) gain on strategic investments(41.7) (3.3) 12.5 Other income 6.9 5.2 16.8 Interest and other expense, net$ (82.4) $ (48.2) $ (17.7) Interest and other expense, net, increased by $34.2 million during fiscal 2021, as compared to fiscal 2020. The increase was primarily due to an increase in impairments and negative measurement alternative adjustments on our strategic investment equity securities and a decrease in interest income offset by a decrease in interest expense as result of the payment in full of our term loan, and an increase in mark-to-market gains on marketable securities.Interest 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 on our strategic investment equity securities, 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 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 TaxesWe account for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted rates expected to be in effect during the year in which the basis differences reverse. Furthermore, on January 22, 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the TCJA. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company has elected to recognize any potential GILTI obligations as an expense in the period it is incurred.Income tax benefit was $661.5 million and expense was $80.3 million for fiscal 2021 and 2020, relative to pre-tax income of $546.7 million and $294.8 million, respectively, for the same periods. The tax benefit for fiscal 2021 consists primarily of the U.S. valuation allowance release, U.S. foreign derived intangible income permanent benefit, share-based compensation deductions and generation of federal tax credits, offset by foreign tax expense, including withholding tax. Tax expense for fiscal 2020 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 Singapore valuation allowance.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. 52In fiscal 2016, we considered cumulative losses in the United States from our business model transition as a significant source of negative evidence. Considering this negative evidence, we determined that it was more likely than not that we would not realize the U.S. deferred tax assets and recorded a full valuation allowance against our deferred tax assets. Similarly, in fiscal 2018 we recorded a valuation allowance against our Singapore deferred tax assets due to significant negative evidence in the form of cumulative losses. Foreign operations in the Netherlands and Canada that generated interest expense and future creditable research in excess of earnings, respectively, also resulted in the historic recording of a full valuation under the more likely than not realizability criteria. We released our Singapore valuation allowance in fiscal 2020 due to positive evidence in the form of cumulative earnings, resulting in a $42.0 million non-cash benefit to earnings. In the fourth quarter of fiscal 2021, we released the valuation allowance against our deferred tax assets in the U.S., resulting in a $679.0 million non-cash benefit to earnings. We released the U.S. valuation allowance in fiscal 2021 due to the following positive evidence: • • • • • Recent history of worldwide pre-tax earnings, including cumulative earnings on a worldwide basis as of fiscal 2021 Recent history of U.S. taxable income Forecast of worldwide and U.S. pre-tax earnings, including a forecast of cumulative earnings in the U.S. jurisdiction Forecast of U.S. taxable income Reversal of deferred tax liabilities We have retained a valuation allowance against California deferred tax assets and deferred tax assets that will convert into a capital loss upon reversal as we do not have sufficient income of the appropriate character to benefit these deferred tax assets. As we continually strive to optimize our overall business model, tax planning strategies may become feasible whereby management may determine, based on all available evidence, both positive and negative, that it is more likely than not that the Netherlands, Canada, California, Michigan, and capital loss deferred tax assets will be realized. As of January 31, 2021, we had $198.0 million of gross unrecognized tax benefits, of which $31.7 million would reduce our valuation allowance, if recognized. The remaining $166.3 million would impact the effective tax rate. It is possible that the amount of unrecognized tax benefits will change in the next 12 months for an audit settlement of approximately $8.2 million. Our future effective annual tax rate may be materially impacted by the amount of benefits and charges from tax amounts associated with our foreign earnings that are taxed at rates different from the federal statutory rate, changes in valuation allowances, level of profit before tax, accounting for uncertain tax positions, business combinations, closure of statute of limitations or settlement of tax audits, and changes in tax laws. A significant amount of our earnings is generated by our European and Asia Pacific subsidiaries. Our future effective tax rates may be adversely affected to the extent earnings are lower than anticipated in countries where we have lower statutory tax rates. 53 OTHER FINANCIAL INFORMATIONIn addition to our results determined under U.S. generally accepted accounting principles (“GAAP”) discussed above, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance. For the fiscal years ended January 31, 2021, 2020, and 2019, our gross profit, gross margin, income (loss) from operations, operating margin, net income (loss), diluted net income (loss) per share and diluted shares used in per share calculation on a GAAP and non-GAAP basis were as follows (in millions except for gross margin, operating margin, and per share data):Fiscal Year Ended January 31,202120202019(Unaudited)Gross profit$ 3,453.3 $ 2,949.4 $ 2,283.9 Non-GAAP gross profit$ 3,508.5 $ 3,004.0 $ 2,317.0 Gross margin 91 % 90 % 89 %Non-GAAP gross margin 93 % 92 % 90 %Income (loss) from operations$ 629.1 $ 343.0 $ (25.0) Non-GAAP income from operations$ 1,111.9 $ 802.6 $ 316.0 Operating margin 17 % 10 % (1) %Non-GAAP operating margin 29 % 25 % 12 %Net income (loss)$ 1,208.2 $ 214.5 $ (80.8) Non-GAAP net income $ 899.8 $ 621.2 $ 223.3 Diluted net income (loss) per share$ 5.44 $ 0.96 $ (0.37) Non-GAAP diluted net income per share $ 4.05 $ 2.79 $ 1.01 GAAP diluted weighted average shares used in per share calculation222.1222.5218.9Non-GAAP diluted weighted average shares used in per share calculation222.1222.5222.0For 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. 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. 54RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES(In millions except for gross margin, operating margin, and per share data):Gross profit$ 3,453.3 $ 2,949.4 $ 2,283.9 Stock-based compensation expense23.6 19.6 17.6 Acquisition-related costs0.7 0.5 — Amortization of developed technologies 30.9 34.5 15.5 Non-GAAP gross profit$ 3,508.5 $ 3,004.0 $ 2,317.0 Gross margin 91 % 90 % 89 %Stock-based compensation expense 1 % 1 % 1 %Amortization of developed technologies 1 % 1 % 1 %Non-GAAP gross margin (1) 93 % 92 % 90 %Income (loss) from operations$ 629.1 $ 343.0 $ (25.0) Stock-based compensation expense399.8 362.4 249.5 Amortization of developed technologies 30.9 34.5 15.5 Amortization of purchased intangibles 37.5 38.9 18.0 CEO transition costs (2)— — (0.1) Acquisition-related costs14.6 23.3 16.2 Restructuring and other exit costs, net— 0.5 41.9 Non-GAAP income from operations$ 1,111.9 $ 802.6 $ 316.0 Operating margin 17 % 10 % (1) %Stock-based compensation expense 11 % 11 % 10 %Amortization of developed technologies 1 % 1 % 1 %Amortization of purchased intangibles 1 % 1 % 1 %CEO transition costs (2) — % — % — %Acquisition-related costs — % 1 % 1 %Restructuring and other exit costs, net — % — % 1 %Non-GAAP operating margin (1) 29 % 25 % 12 %Net income (loss)$ 1,208.2 $ 214.5 $ (80.8) Stock-based compensation expense399.8 362.4 249.5 Amortization of developed technologies 30.9 34.5 15.5 Amortization of purchased intangibles 37.5 38.9 18.0 CEO transition costs (2)— — (0.1) Acquisition-related costs14.6 23.3 16.2 Restructuring and other exit costs, net— 0.5 31.7 Loss (gain) on strategic investments41.7 3.2 (12.5) Release of valuation allowance on deferred tax assets (3)(679.0) (40.4) (16.8) Discrete tax provision items(43.9) 2.1 (14.6) Income tax effect of non-GAAP adjustments(110.0) (17.8) 17.2 Non-GAAP net income $ 899.8 $ 621.2 $ 223.3 Fiscal Year Ended January 31,202120202019(Unaudited)55Diluted net income (loss) per share$ 5.44 $ 0.96 $ (0.37) Stock-based compensation expense1.80 1.63 1.12 Amortization of developed technologies 0.14 0.16 0.08 Amortization of purchased intangibles 0.17 0.17 0.08 CEO transition costs (2)— — — Acquisition-related costs0.07 0.11 0.07 Restructuring and other exit costs, net— — 0.14 Loss (gain) on strategic investments0.19 0.01 (0.05) Release of valuation allowance on deferred tax assets (3)(3.06) (0.18) (0.08) Discrete tax provision items(0.20) 0.01 (0.06) Income tax effect of non-GAAP adjustments(0.50) (0.08) 0.08 Non-GAAP diluted net income per share $ 4.05 $ 2.79 $ 1.01 Fiscal Year Ended January 31,202120202019(Unaudited)_______________(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 inconjunction 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."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. 56Acquisition-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. Loss (gain) on strategic investments and dispositions. We exclude gains and losses related to our strategic investments and dispositions of strategic investments, purchased intangibles, and businesses from our non-GAAP measures primarily because management finds it useful to exclude these variable gains and losses on these investments and dispositions in assessing our financial results. Included in these amounts are non-cash unrealized gains and losses on the derivative components, dividends received, realized gains and losses on the sales or losses on the impairment of these investments, and gain and loss on dispositions. We believe excluding these items is useful to investors because 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 provision items. We exclude the GAAP tax provision, including discrete items, from the non-GAAP measure of net income (loss), and include a non-GAAP tax provision based upon the projected annual non-GAAP effective tax rate. Discrete tax items include income tax expenses or benefits that do not relate to ordinary income from continuing operations in the current fiscal year, unusual or infrequently occurring items, or the tax impact of certain stock-based compensation. Examples of discrete tax items include, but are not limited to, certain changes in judgment and changes in estimates of tax matters related to prior fiscal years, certain costs related to business combinations, certain changes in the realizability of deferred tax assets, or changes in tax law. Management believes this approach assists investors in understanding the tax provision and the effective tax rate related to ongoing operations. We believe the exclusion of these discrete tax items provides investors with useful supplemental information about our operational performance. Establishment (release) of a valuation allowance on certain net deferred tax assets. This is a non-cash charge to record or to release a valuation allowance on certain deferred tax assets. As explained above, management finds it useful to exclude certain non-cash charges to assess the appropriate level of various cash expenses to assist in budgeting, planning, and forecasting future periods. Income tax effects on the difference between GAAP and non-GAAP costs and expenses. The income tax effects that are excluded from the non-GAAP measures relate to the tax impact on the difference between GAAP and non-GAAP expenses, primarily due to stock-based compensation, amortization of purchased intangibles, and restructuring charges and other exit costs (benefits) for GAAP and non-GAAP measures. LIQUIDITY AND CAPITAL RESOURCES Our primary source of cash is from the sale of our software and related services. Our primary use of cash is payment of our operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as general operating expenses for marketing, facilities, and overhead costs. Long-term cash requirements for items other than normal operating expenses are anticipated for the following: the acquisition of businesses, software products, or technologies complementary to our business; repayment of debt; common stock repurchases; and capital expenditures, including the purchase and implementation of internal-use software applications At January 31, 2021, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $1.86 billion and net accounts receivable of $643.1 million. Our marketable securities include $81.0 million of debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. On February 23, 2021, we announced the pending acquisition of Storm UK Holdco Limited, the parent of Innovyze, Inc., for approximately $1.0 billion. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in our first quarter of fiscal 2021. We intend to fund this acquisition with readily available cash. See Part II, Item 8, Note 17, “Subsequent Events,” in the Notes to Consolidated Financial Statements for further discussion. On December 17, 2018, Autodesk entered into a 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, 2021, Autodesk had no outstanding borrowings on this line of credit. As of March 19, 2021, we have no amounts outstanding 57 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.As of January 31, 2021, we have $1.65 billion aggregate principal amount of long-term notes payable outstanding. See Part II, Item 8, Note 8, “Borrowing Arrangements,” in the Notes to Consolidated Financial Statements for further discussion.Our cash and cash equivalents are held by diversified financial institutions globally. Our primary commercial banking relationship is with Citigroup and its global affiliates. In addition, Citibank N.A., an affiliate of Citigroup, is one of the lead lenders and agent in the syndicate of our $650.0 million line of credit.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, 2021, approximately 59% of our total cash or cash equivalents and marketable securities are located in foreign jurisdictions and that percentage will fluctuate subject to business needs. There are several factors that can impact our ability to utilize foreign cash balances, such as foreign exchange restrictions, foreign regulatory restrictions, or adverse tax costs. The TCJA included a mandatory one-time tax on accumulated earnings of foreign subsidiaries and generally eliminated U.S. taxes on foreign subsidiary distributions in future periods. As a result, earnings in foreign jurisdictions are generally available for distribution to the United States with little to no incremental U.S. taxes. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure we have the proper liquidity available in the locations in which it is needed. We expect to meet our liquidity needs through or in combination of current cash balances, ongoing cash flows, and external borrowings. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part I, Item 1A titled “Risk Factors.” Additionally, as a result of the COVID-19 pandemic, we extended contract payment terms for up to 60 days for all customers and partners for new orders and renewals placed directly with Autodesk. This payment terms extension program began on March 16, 2020, and ended on August 7, 2020. We currently expect to have sufficient liquidity to manage through the COVID-19 pandemic but we will continue to monitor the impact of potential disruptions beyond our control. Based on our current business plan, planned acquisitions, and revenue prospects, we believe that our existing cash and cash equivalents, 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)202120202019Net cash provided by operating activities$ 1,437.2 $ 1,415.1 $ 377.1 Net cash used in investing activities(403.9) (57.3) (710.4) Net cash (used in) provided by financing activities(1,046.8) (466.8) 151.9 Net cash provided by operating activities of $1.44 billion for fiscal 2021, primarily consisted of $1,208.2 million of our net income adjusted for $217.6 million non-cash items such as deferred income tax including the release of our deferred tax valuation allowance, stock-based compensation expense, and depreciation, amortization, and accretion expense. The increase in cash provided by working capital was primarily due to: a net increase in deferred revenue of $344.4 million driven by an increase in product subscriptions and EBA offerings and a decrease in maintenance subscriptions; and an increase in accounts payable and other liabilities of $129.6 million primarily due to the timing of payments for operating expenses and accruals for employee related costs.Net cash 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, depreciation, amortization and accretion expense, and our net income of $214.5 million.Net cash used in investing activities was $403.9 million for fiscal 2021 and was primarily due to business combinations, net of cash acquired, capital expenditures, purchases of strategic investments, and purchases of marketable securities. These cash outflows were partially offset by maturities of marketable securities.58At January 31, 2021, our short-term investment portfolio had an estimated fair value of $85.0 million and a cost basis of $68.5 million. The portfolio fair value consisted of $81.0 million of short-term 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 $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. Net cash used in financing activities was $1,046.8 million in fiscal 2021 and was primarily due to repurchases of our common stock and repayment of debt. These cash outflows were partially offset by proceeds from the issuance of common stock. Net cash provided by financing activities was $466.8 million in fiscal 2020 and was primarily due to repayment of debt and repurchases of our common stock and taxes paid related to net share settlement of equity awards. These cash outflows were partially offset by proceeds from debt issuance, net of discount and proceeds from issuance of common stock. 59 CONTRACTUAL OBLIGATIONSThe following table summarizes our significant financial contractual obligations at January 31, 2021, and the effect such obligations are expected to have on our liquidity and cash flows in future periods.(in millions)TotalFiscal year 2022Fiscal years 2023-2024Fiscal years 2025-2026ThereafterManagement CommentsNotes payable$ 1,970.4 $ 57.5 $ 450.8 $ 381.6 $ 1,080.5 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 for further discussion.Operating leases510.6 82.8 174.2 104.5 149.1 Operating lease obligations consist primarily of obligations for real estate, vehicles, and certain equipment. See Part II, Item 8, Note 9, “Leases,” in the Notes to Consolidated Financial Statements for further discussion.Purchase obligations374.8 118.2 130.3 125.0 1.3 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 commitments related to our investment agreements with limited liability partnership funds. Deferred compensation obligations81.0 7.3 12.7 12.8 48.2 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 our Notes to Consolidated Financial Statements for further information regarding this plan.Pension obligations31.8 2.6 5.3 6.8 17.1 Pension obligations relate to our obligations for pension plans outside of the United States. See Part II, Item 8, Note 15, “Retirement Benefit Plans,” in our Notes to Consolidated Financial Statements for further information regarding these obligations.Asset retirement obligations10.9 2.2 4.1 2.4 2.2 Asset retirement obligations represent the estimated costs to bring certain office buildings that we lease back to their original condition after the termination of the lease.Total (1)$ 2,979.5 $ 270.6 $ 777.4 $ 633.1 $ 1,298.4 ____________________ (1)This table generally excludes amounts already recorded on the balance sheet as current liabilities, certain purchase obligations asdiscussed below, long term deferred revenue, and amounts related to income tax accruals for uncertain tax positions, since we cannotpredict 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.60We provide indemnifications of varying scopes and certain guarantees, including limited product warranties. Historically, costs related to these warranties and indemnifications have not been significant, but because potential future costs are highly variable, we are unable to estimate the maximum potential impact of these guarantees on our future results of operations. ISSUER PURCHASES OF EQUITY SECURITIES Autodesk’s stock repurchase program provides Autodesk with the ability to offset the dilution from the issuance of stock under our employee stock plans and reduce shares outstanding over time and has the effect of returning excess cash generated from our business to stockholders. Under the share repurchase program, Autodesk may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, tender offers, or by other means. The share repurchase program does not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, available surplus, the volume of employee stock plan activity, remaining shares available in the authorized pool, cash requirements for acquisitions, economic and market conditions, stock price, and legal and regulatory requirements. During the three and 12 months ended January 31, 2021, we repurchased 0.5 million and 2.6 million shares of our common stock, respectively. At January 31, 2021, 12.1 million shares remained available for repurchase under the repurchase program approved by the Board of Directors. This program does not have a fixed expiration date. See Part II, Item 8, Note 11, “Stock Repurchase Program,” in the Notes to Consolidated Financial Statements for further discussion. OFF-BALANCE SHEET ARRANGEMENTS As of January 31, 2021, we did not have any significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. 61 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, 2021 and 2020, we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 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 $1.57 billion and $1.72 billion at January 31, 2021 and 2020, 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, 2021, indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, 2021 and 2020, would increase the fair value of our foreign currency contracts by $118.6 million and $158.8 million, respectively. A hypothetical 10% depreciation of the dollar from its value at January 31, 2021 and 2020, would decrease the fair value of our foreign currency contracts by $149.2 million and $119.2 million, respectively. INTEREST RATE RISK 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, 2021, we had $812.3 million of cash equivalents and marketable securities, including $85.0 million classified as short-term marketable securities. If interest rates were to move up by 50 or 100 basis points over a 12-month period, the market value change of our marketable securities would not have a material impact on our results of operations. OTHER MARKET RISK From time to time we make direct investments in privately held companies. Privately held company investments generally are considered inherently risky. The technologies and products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in these companies. The evaluation of privately held companies is based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies. See Part II, Item 8, Note 3, “Financial Instruments” in the Notes to Consolidated Financial Statements for further discussion regarding these strategic investments. For information about exposure to counter-party credit-related losses, see Part II, Item 8, Note 1, “Business and Summary of Significant Accounting Policies - Concentration of Credit Risk." 62 ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAAUTODESK, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(In millions, except per share data)Fiscal year ended January 31,202120202019Net revenue:Subscription$ 3,478.9 $ 2,751.9 $ 1,802.3 Maintenance183.3 386.6 635.1 Total subscription and maintenance revenue3,662.2 3,138.5 2,437.4 Other 128.2 135.8 132.4 Total net revenue3,790.4 3,274.3 2,569.8 Cost of revenue:Cost of subscription and maintenance revenue242.1 223.9 216.0 Cost of other revenue 64.1 66.5 54.4 Amortization of developed technologies30.9 34.5 15.5 Total cost of revenue337.1 324.9 285.9 Gross profit3,453.3 2,949.4 2,283.9 Operating expenses:Marketing and sales1,440.3 1,310.3 1,183.9 Research and development932.5 851.1 725.0 General and administrative413.9 405.6 340.1 Amortization of purchased intangibles37.5 38.9 18.0 Restructuring and other exit costs, net— 0.5 41.9 Total operating expenses2,824.2 2,606.4 2,308.9 Income (loss) from operations629.1 343.0 (25.0) Interest and other expense, net(82.4) (48.2) (17.7) Income (loss) before income taxes546.7 294.8 (42.7) Benefit (provision) for income taxes661.5 (80.3) (38.1) Net income (loss)$ 1,208.2 $ 214.5 $ (80.8) Basic net income (loss) per share$ 5.51 $ 0.98 $ (0.37) Diluted net income (loss) per share$ 5.44 $ 0.96 $ (0.37) Weighted average shares used in computing basic net income (loss) per share219.4 219.7 218.9 Weighted average shares used in computing diluted net income (loss) per share222.1 222.5 218.9 See accompanying Notes to Consolidated Financial Statements.63AUTODESK, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(In millions)Fiscal year ended January 31,202120202019Net income (loss)$ 1,208.2 $ 214.5 $ (80.8) Other comprehensive income (loss), net of reclassifications:Net (loss) gain on derivative instruments (net of tax effect of $5.0, ($1.1), and ($1.1))(32.5) (6.6) 31.6 Change in net unrealized gain on available-for-sale securities (net of tax effect of $0.1, ($0.4), and $0.0)1.7 1.4 2.0 Change in defined benefit pension items (net of tax effect of ($0.3), $1.6, and ($2.0))1.5 (6.5) 13.0 Net change in cumulative foreign currency translation gain (loss) (net of tax effect of ($0.6), $0.1, and $0.5)63.7 (13.6) (57.8) Total other comprehensive income (loss)34.4 (25.3) (11.2) Total comprehensive income (loss)$ 1,242.6 $ 189.2 $ (92.0) See accompanying Notes to Consolidated Financial Statements.64AUTODESK, INC.CONSOLIDATED BALANCE SHEETS(In millions, except per share data)January 31,2021January 31,2020ASSETSCurrent assets:Cash and cash equivalents$ 1,772.2 $ 1,774.7 Marketable securities85.0 69.0 Accounts receivable, net643.1 652.3 Prepaid expenses and other current assets198.9 163.3 Total current assets2,699.2 2,659.3 Computer equipment, software, furniture, and leasehold improvements, net192.8 161.7 Operating lease right-of-use assets416.7 438.8 Developed technologies, net88.6 70.9 Goodwill2,706.5 2,445.0 Deferred income taxes, net763.1 56.4 Long-term other assets412.9 347.2 Total assets$ 7,279.8 $ 6,179.3 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current liabilities:Accounts payable$ 122.5 $ 83.7 Accrued compensation322.6 272.1 Accrued income taxes42.6 21.2 Deferred revenue2,500.9 2,176.1 Operating lease liabilities71.448.1 Current portion of long-term notes payable, net— 449.7 Other accrued liabilities194.7 168.3 Total current liabilities3,254.7 3,219.2 Long-term deferred revenue859.3 831.0 Long-term operating lease liabilities396.0 411.7 Long-term income taxes payable15.9 19.1 Long-term deferred income taxes11.4 82.5 Long-term notes payable, net1,637.2 1,635.1 Long-term other liabilities139.8 119.8 Commitments and contingenciesStockholders’ equity (deficit):Preferred stock, $0.01 par value; shares authorized 2.0; none issued or outstanding at January 31, 2021 and 2020— — Common stock and additional paid-in capital, $0.01 par value; shares authorized 750.0; 219.6 and 219.4 issued and outstanding at January 31, 2021 and 2020, respectively2,578.9 2,317.0 Accumulated other comprehensive loss(125.9) (160.3) Accumulated deficit(1,487.5) (2,295.8) Total stockholders’ equity (deficit) 965.5 (139.1) Total liabilities and stockholders' equity (deficit)$ 7,279.8 $ 6,179.3 See accompanying Notes to Consolidated Financial Statements.65AUTODESK, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In millions)Fiscal year ended January 31,202120202019Operating activitiesNet income (loss)$ 1,208.2 $ 214.5 $ (80.8) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, amortization, and accretion123.8 127.3 95.2 Stock-based compensation expense398.4 362.4 249.5 Deferred income taxes(778.6) 10.3 (6.8) Restructuring and other exit costs, net— 0.5 31.7 Other operating activities38.8 (11.9) 2.2 Changes in operating assets and liabilities, net of business combinations:Accounts receivable12.6 (178.5) (25.4) Prepaid expenses and other assets (56.4) 58.5 7.5 Accounts payable and other liabilities 129.6 (90.8) (58.5) Deferred revenue344.4 916.7 197.0 Accrued income taxes16.4 6.1 (34.5) Net cash provided by operating activities1,437.2 1,415.1 377.1 Investing activitiesPurchases of marketable securities(21.0) (19.9) (138.2) Sales of marketable securities— 22.4 319.6 Maturities of marketable securities17.0 5.0 211.4 Purchases of developed technologies (4.8) — — Business combinations, net of cash acquired(246.2) — (1,040.2) Capital expenditures(91.1) (53.2) (67.0) Other investing activities(57.8) (11.6) 4.0 Net cash used in investing activities(403.9) (57.3) (710.4) Financing activitiesProceeds from issuance of common stock, net of issuance costs114.1 93.7 90.9 Taxes paid related to net share settlement of equity awards(156.7) (112.5) (143.4) Repurchase and retirement of common stock(551.7) (442.5) (293.5) Proceeds from debt, net of discount— 498.9 500.0 Repayments of debt(450.0) (500.0) — Other financing activities (2.5) (4.4) (2.1) Net cash (used in) provided by financing activities(1,046.8) (466.8) 151.9 Effect of exchange rate changes on cash and cash equivalents11.0 (2.3) (10.6) Net (decrease) increase in cash and cash equivalents(2.5) 888.7 (192.0) Cash and cash equivalents at beginning of fiscal year1,774.7 886.0 1,078.0 Cash and cash equivalents at end of fiscal year$ 1,772.2 $ 1,774.7 $ 886.0 Supplemental cash flow information:Cash paid during the year for interest$ 62.7 $ 67.8 $ 59.0 Cash paid for income taxes, net of tax refunds$ 92.8 $ 60.3 $ 78.0 Non-cash investing and financing activities:Fair value of common stock issued to settle liability-classified restricted stock units$ 28.7 $ 23.5 $ — Fair value of equity awards assumed (See Note 6)$ — $ — $ 10.3 Fair value of common stock issued related to business combination (See Note 6)$ 37.9 $ — $ 44.8 See accompanying Notes to Consolidated Financial Statements.66AUTODESK, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY(In millions)Common stock and additional paid-in capitalAccumulated other comprehensive lossAccumulated deficitTotal stockholders' (deficit) equitySharesAmountBalances, January 31, 2018218.3 $ 1,952.7 $ (123.8) $ (2,084.9) $ (256.0) Common stock issued under stock plans3.0 (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 combination0.3 44.8 — — 44.8 Repurchase and retirement of common stock(2.2) (133.3) — (159.2) (292.5) Balances, January 31, 2019219.4 2,071.5 (135.0) (2,147.4) (210.9) Common stock issued under stock plans2.7 (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 stock(2.7) (93.3) — (362.2) (455.5) Balances, January 31, 2020219.4 2,317.0 (160.3) (2,295.8) (139.1) Common stock issued under stock plans2.7 (41.2) — — (41.2) Stock-based compensation expense— 385.6 — — 385.6 Settlement of liability-classified restricted stock units— 28.7 — — 28.7 Pre-combination expense related to equity awards assumed— 0.4 — — 0.4 Net income— — — 1,208.2 1,208.2 Other comprehensive income— — 34.4 — 34.4 Shares issued related to business combination0.1 37.9 37.9 Repurchase and retirement of common stock(2.6) (149.5) — (399.9) (549.4) Balances, January 31, 2021219.6 $ 2,578.9 $ (125.9) $ (1,487.5) $ 965.5 See accompanying Notes to Consolidated Financial Statements.67AUTODESK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS January 31, 2021 (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. 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. In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (COVID-19) to be a pandemic. This pandemic has created and may continue to create significant uncertainty in the macroeconomic environment which, in addition to other unforeseen effects of this pandemic, may adversely impact our results of operations. As the COVID-19 pandemic continues to develop, many of our estimates could require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve our estimates may change materially in future periods. Examples of significant estimates and assumptions made by management involve revenue recognition for product subscriptions and enterprise business arrangements (“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 accruals for uncertain tax positions, variable compensation, partner incentive programs, product returns reserves, allowances for credit losses, asset retirement obligations, legal contingencies, and operating lease liabilities. 68 SegmentsAutodesk 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 31,20212020Long-lived assets (1):AmericasU.S.$ 423.6 $ 434.2 Other Americas 29.5 33.2 Total Americas453.1 467.4 Europe, Middle East, and Africa109.7 75.8 Asia Pacific46.7 57.3 Total long-lived assets$ 609.5 $ 600.5 ____________________(1)Long-lived assets exclude deferred tax assets, marketable securities, goodwill, and other intangible assets.Revenue RecognitionAutodesk’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 EBAs. 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 products and services. 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 a single 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 EBA subscriptions in which the desktop software and related cloud functionalities are highly interrelated, the single performance obligation is recognized ratably over the contract term as the subscription is delivered. For subscriptions 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.69For 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 “Long-term 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. Deferred costs are periodically reviewed for impairment. Amortization expense is included in marketing and sales 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 70 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. 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 Strategic 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. The company's strategic investments consist of privately held debt and equity securities. Under the measurement alternative method, strategic investment equity securities 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. The carrying value is not adjusted for the Company’s strategic investment 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. 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. The company’s strategic investment 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. 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. In determining the estimated fair value of its strategic investments, 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 strategic investments are subject to a periodic impairment review. Strategic investments equity securities are assessed based on available information such as current cash positions, earnings, earnings and cash flow forecasts, recent operational performance and any other readily available market data. For any available-for-sale debt securities, if Autodesk does not intend to sell and it is not more likely than not that Autodesk will be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, Autodesk will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment will be assessed at the individual security level. 71 Credit-related impairment is recognized as an allowance on the Consolidated Balance Sheets with a corresponding adjustment to “Interest and other expense, net” on the Company’s Consolidated Statements of Operations. Any impairment that is not credit-related is recognized in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets. Autodesk does not measure an allowance for credit losses on accrued interest receivables on available-for-sale debt securities separately. Autodesk writes off accrued interest receivables by reversing interest income in the period deemed uncollectible in “Interest and other expense, net” on the Company’s Consolidated Statements of Operations. Any accrued interest receivable on available-for-sale debt securities is recorded in “Cash and cash equivalents,” “Prepaid expenses and other current assets,” or “Long-term other assets” in the accompanying Consolidated Balance Sheets, as applicable. 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 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. 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 12 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 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 “Long-term 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 in 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 72 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 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, NetAccounts receivable, net, consisted of the following as of January 31:20212020Trade accounts receivable$ 701.3 $ 716.1 Less: Allowance for credit losses(3.8) (4.9) Product returns reserve(0.7) (0.5) Partner programs and other obligations(53.7) (58.4) Accounts receivable, net $ 643.1 $ 652.3 Allowances for uncollectible trade receivables and contract assets are subject to impairment using the expected credit loss model. Allowances for expected credit losses are measured based upon the lifetime expected credit loss which is based on historical experience, the number of days that billings are past due, reasonable economic forecast, including revised forecast data for the current economic environment, customer payment behavior, credit reports, and other customer-specific information. Allowances for credit losses on trade receivables and contract assets were not material as of January 31, 2021.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 recorded as accounts payable.73Concentration of Credit RiskAutodesk 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’ 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 37% of Autodesk's net revenue for fiscal year ended January 31, 2021, and 35% of Autodesk’s net revenue for both fiscal years ended January 31, 2020 and 2019. 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 26% and 31% of trade accounts receivable as of January 31, 2021 and 2020, respectively. Ingram Micro Inc. (“Ingram Micro”), our second largest distributor, accounted for 10% of Autodesk’s total net revenue for both fiscal years ended January 31, 2021 and 2020, and 11% of Autodesk’s total net revenue for fiscal year ended January 31, 2019. 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, NetComputer 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 $51.4 million in fiscal 2021, $51.0 million in fiscal 2020, and $59.2 million in fiscal 2019.Computer equipment, software, furniture, leasehold improvements, and the related accumulated depreciation at January 31 were as follows:20212020Computer hardware, at cost$ 153.3 $ 159.7 Computer software, at cost57.9 64.0 Leasehold improvements, land and buildings, at cost335.9 284.0 Furniture and equipment, at cost88.4 69.0 Computer software, hardware, leasehold improvements, furniture, and equipment, at cost 635.5 576.7 Less: Accumulated depreciation (442.7) (415.0) Computer software, hardware, leasehold improvements, furniture, and equipment, net$ 192.8 $ 161.7 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. 74Software Development CostsSoftware 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, 2021, and January 31, 2020. Cloud Computing ArrangementsAutodesk enters into certain cloud-based software hosting arrangements that are accounted for as service contracts. Costs incurred for these arrangements are capitalized for application development activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. Autodesk amortizes the capitalized development costs straight-line over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. The capitalized costs are included in “Prepaid expenses and other current assets” and “Long-term other assets” on our Consolidated Balance Sheets. Capitalized costs were $72.2 million and $22.3 million at January 31, 2021, and January 31, 2020, respectively. Accumulated amortization was $4.9 million and $1.2 million at January 31, 2021, and January 31, 2020, respectively. Amortization expense was $3.7 million, $1.2 million, and nil at January 31, 2021, January 31, 2020, and January 31, 2019, respectively.LeasesAutodesk 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 right-of-use (“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. The operating lease ROU assets also include any lease payments made and are reduced by any lease incentives. 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. 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.Other Intangible Assets, NetOther 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 “Long-term 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 three to ten years. Amortization expense for developed technologies, customer relationships, trade names, patents, and user lists was $69.9 million in fiscal 2021, $73.7 million in fiscal 2020, and $33.5 million in fiscal 2019.Other intangible assets and related accumulated amortization at January 31 were as follows:20212020Developed technologies, at cost$ 698.4 $ 647.1 Customer relationships, trade names, patents, and user lists, at cost (1)548.8 532.2 Other intangible assets, at cost (2)1,247.2 1,179.3 Less: accumulated amortization(1,047.9) (972.2) Other intangible assets, net$ 199.3 $ 207.1 _______________ 75(1)Included in “Long-term 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, anduser lists during fiscal 2021 was 4.74 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 31,2022$ 60.5 202348.8 202430.5 202522.7 202618.9 Thereafter17.9 Total$ 199.3 Impairment of Long-Lived AssetsAt 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, 2021, 2020, and 2019, respectively. See Note 9, “Leases” for impairment of lease right-of-use assets.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.GoodwillGoodwill 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; and industry and market considerations, macroeconomic conditions, and other relevant events and factors affecting the reporting unit. If, after assessing the totality of events or circumstances, it is more likely than not that the fair value of the reporting unit is greater than its carrying value, then performing the quantitative impairment test is unnecessary.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: 76(i)declines in Autodesk’s actual financial results, (ii) a sustained decline in Autodesk’s market capitalization, (iii) a significantslowdown 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, 2021. Accordingly, Autodesk has determined there was no goodwill impairment of our reporting unit during the fiscal year ended January 31, 2021. In addition, Autodesk did not recognize any goodwill impairment losses in fiscal 2020 or 2019.The following table summarizes the changes in the carrying amount of goodwill during the fiscal years ended January 31, 2021 and 2020:January 31, 2021January 31, 2020Goodwill, beginning of the year$ 2,594.2 $ 2,600.0 Less: accumulated impairment losses, beginning of the year(149.2) (149.2) Additions arising from acquisitions during the year220.8 — Effect of foreign currency translation40.7 (5.8) Goodwill, end of the year$ 2,706.5 $ 2,445.0 Deferred Tax AssetsDeferred 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. capital losses, California and Michigan deferred tax assets 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.Stock-based Compensation ExpenseThe following table summarizes stock-based compensation expense for fiscal 2021, 2020, and 2019, respectively, as follows:Fiscal Year Ended January 31,202120202019Cost of subscription and maintenance revenue$ 17.2 $ 13.8 $ 13.2 Cost of other revenue6.4 5.8 4.3 Marketing and sales178.4 149.0 109.4 Research and development145.0 120.8 82.6 General and administrative52.8 73.0 40.0 Stock-based compensation expense related to stock awards and Employee Qualified Stock Purchase Plan ("ESPP") purchases399.8 362.4 249.5 Tax benefit(42.0) (1.1) (2.6) Stock-based compensation expense related to stock awards and ESPP purchases, net$ 357.8 $ 361.3 $ 246.9 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 (“BSM”) 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 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 77expected 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 EndedFiscal Year EndedFiscal Year EndedJanuary 31, 2021January 31, 2020January 31, 2019Performance Stock UnitESPPPerformance Stock UnitESPPStock Option PlansPerformance Stock UnitESPPRange of expected volatilities50.7%39.4 - 45.8%36.3%33.0 - 40.0%37.0 - 42.0%35.7%33.0 - 38.0%Range of expected lives (in years)N/A0.5 - 2.0N/A0.5 - 2.00.5 - 3.8N/A0.5 - 2.0Expected dividends—%—%—%—%—%—%—%Range of risk-free interest rates0.3%0.1 - 0.5%2.5%1.7 - 2.5%2.3 - 2.7%2.0%1.9 - 2.8%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 $2.0 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 2021, 2020, or 2019 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.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 ExpensesAdvertising costs are expensed as incurred. Total advertising expenses incurred were $60.4 million in fiscal 2021, $42.2 million in fiscal 2020, and $37.5 million in fiscal 2019.Net Income (Loss) Per ShareBasic 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 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.Defined Benefit Pension PlansThe 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 assets represents the current market value of Autodesk’s cumulative company and participant contributions made to the various plans in effect.78Net 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 income (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 2021 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, 2021, that are applicable to the Company. Accounting Standards Adopted In June 2016, FASB issued ASU No. 2016-13 regarding ASC Topic 326, “Financial Instruments - Credit Losses,” which requires the measurement and recognition of expected credit losses for certain financial instruments using forward-looking information to calculate credit loss estimates. Autodesk adopted ASU 2016-13 as of the effective date which represents Autodesk’s fiscal year beginning February 1, 2020. The ASU did not have a material impact on Autodesk’s consolidated financial statements at adoption. Adoption and policy elections Allowances for uncollectible trade receivables and contract assets are subject to impairment using the expected credit loss model. Allowances for expected credit losses are measured based upon the lifetime expected credit loss which is based on historical experience, the number of days that billings are past due, reasonable economic forecast, including revised forecast data for the current economic environment, customer payment behavior, credit reports, and other customer-specific information. Allowances for credit losses on trade receivables and contract assets were not material as of January 31, 2021. Autodesk’s investments in available-for-sale debt securities are subject to a periodic impairment review. If Autodesk does not intend to sell and it is more likely than not that Autodesk will not be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, Autodesk will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment will be assessed at the individual security level. Credit-related impairment is recognized as an allowance on the Consolidated Balance Sheets with a corresponding adjustment to “Interest and other expense, net” on the Company's Consolidated Statements of Operations. Any impairment that is not credit-related is recognized in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets. Autodesk does not measure an allowance for credit losses on accrued interest receivables on available-for-sale debt securities separately. Autodesk writes off accrued interest receivables by reversing interest income in the period deemed uncollectible in “Interest and other expense, net” on the Company’s Consolidated Statements of Operations. Any accrued interest receivable on available-for-sale debt securities is recorded in “Cash and cash equivalents,” “Prepaid expenses and other current assets,” or “Long-term other assets,” in the accompanying Consolidated Balance Sheets, as applicable. 79 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” (“ASU No. 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020, through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. Autodesk will apply the expedients in ASU No. 2020-04 through December 31, 2022. Autodesk does not believe ASU No. 2020-04 will have a material impact on its consolidated financial statements. 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. 80 Information regarding the components of Autodesk’s net revenue from contracts with customers by geographic location, product family, sales channel, and product type is as follows:Fiscal Year ended January 31,202120202019Net revenue by product family:Architecture, Engineering and Construction $ 1,648.6 $ 1,377.1 $ 1,021.6 Manufacturing798.6 726.1 616.2 AutoCAD and AutoCAD LT1,099.4 948.2 731.8 Media and Entertainment219.4 199.2 182 Other 24.4 23.7 18.2 Total net revenue$ 3,790.4 $ 3,274.3 $ 2,569.8 Net revenue by geographic area:AmericasU.S.$ 1,281.8 $ 1,108.9 $ 874.6 Other Americas260.6 226.9 175.3 Total Americas1,542.4 1,335.8 1,049.9 Europe, Middle East and Africa1,472.6 1,303.5 1,034.3 Asia Pacific775.4 635.0 485.6 Total net revenue$ 3,790.4 $ 3,274.3 $ 2,569.8 Net revenue by sales channel:Indirect$ 2,600.0 $ 2,282.2 $ 1,830.8 Direct1,190.4 992.1 739.0 Total net revenue$ 3,790.4 $ 3,274.3 $ 2,569.8 Net revenue by product type:Design$ 3,365.8 $ 2,920.1 $ 2,347.8 Make296.4 218.4 89.6 Other128.2 135.8 132.4 Total net revenue$ 3,790.4 $ 3,274.3 $ 2,569.8 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 short-term, long-term, and unbilled deferred revenue. As of January 31, 2021, Autodesk had remaining performance obligations of $4.24 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 $2.74 billion or 65% of our remaining performance obligations as revenue during the next 12 months. We expect to recognize the remaining $1.50 billion or 35% 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. 81Contract 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, 2021. Deferred revenue relates to billings in advance of performance under the contract. The primary changes in our contract assets and deferred revenues are due to our performance under the contracts and billings. Revenue recognized during the fiscal year ended January 31, 2021 and 2020, that was included in the deferred revenue balances at January 31, 2020 and 2019, was $2.24 billion and $1.80 billion, respectively. The satisfaction of performance obligations typically lags behind payments received under revenue contracts from customers.3.Financial InstrumentsThe following tables summarize the Company’s financial instruments’ amortized cost, gross unrealized gains, grossunrealized losses, and fair value by significant investment category as of January 31, 2021 and 2020. January 31, 2021Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueLevel 1Level 2Level 3Cash equivalents (1):Commercial paper$ 36.0 $ — $ — $ 36.0 $ — $ 36.0 $ — Money market funds686.9 — — 686.9 686.9 — — Other (2)4.4 — — 4.4 4.0 0.4 — Marketable securities:Short-term available-for-saleOther (3)4.0 — 4.0 4.0 — Short-term trading securitiesMutual funds (4)64.5 16.5 — 81.0 81.0 — — Strategic investments derivative asset (5)0.1 0.4 (0.3) 0.2 — — 0.2 Derivative contract assets (5)0.4 9.8 (0.4) 9.8 — 9.8 Derivative contract liabilities (6)— — (17.5) (17.5) — (17.5) — Total$ 796.3 $ 26.7 $ (18.2) $ 804.8 $ 771.9 $ 32.7 $ 0.2 ____________________ (1)Included in “Cash and cash equivalents” in the accompanying Consolidated Balance Sheets. These investments are classified as debtsecurities.(2)Consists of custody cash deposits and certificates of deposit.(3)Consists of commercial paper and municipal bonds.(4)See Note 7, "Deferred Compensation" for more information.(5)Included in “Prepaid expenses and other current assets” or “Long-term other assets” in the accompanying Consolidated Balance Sheets.(6)Included in “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.82January 31, 2020Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueLevel 1Level 2Level 3Cash equivalents (1):Agency discount notes$ 6.0 $ — $ — $ 6.0 $ — $ 6.0 $ — Commercial paper36.8 — — 36.8 — 36.8 — Money market funds1,135.5 — — 1,135.5 1,135.5 — — Other (2)2.3 — — 2.3 1.3 1.0 — Marketable securities:Short-term trading securitiesMutual funds (3)59.9 9.2 (0.1) 69.0 69.0 — — Strategic investments derivative asset (4)0.1 0.5 — 0.6 — — 0.6 Derivative contract assets (4)1.0 9.2 (1.3) 8.9 — 8.9 — Derivative contract liabilities (5)— — (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. These investments are classified as debtsecurities.(2)Consists of custody cash deposits and certificates of deposit.(3)See Note 7, "Deferred Compensation" for more information.(4)Included in “Prepaid expenses and other current assets” or “Long-term other assets” in the accompanying Consolidated Balance Sheets.(5)Included in “Other accrued liabilities” in the accompanying Consolidated Balance Sheets.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. As of January 31, 2021 and 2020, Autodesk had no material unrealized losses, individually and in the aggregate, for marketable debt securities that are in a continuous unrealized loss position for greater than 12 months. Total unrealized gains for securities with net gains in accumulated other comprehensive income were not material for fiscal 2021.Autodesk monitors all marketable debt securities for potential credit losses by reviewing indicators such as, but not limited to, current credit rating, change in credit rating, credit outlook, and default risk. There were no allowances for credit losses for fiscal 2021. There were no write offs of accrued interest receivables for fiscal 2021. The sales or redemptions of debt securities in fiscal 2021 resulted in a net gain of $0.6 million. There was no realized gain or loss for the sales or redemptions of debt securities during fiscal 2020. The sales or redemptions of debt securities in fiscal 2019 resulted in a loss of $1.3 million. The gains and 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 debt securities for fiscal 2021, 2020, and 2019 were $17.0 million, $27.4 million, and $531.0 million, respectively.Strategic investment equity securitiesAs of January 31, 2021 and 2020, Autodesk had $134.1 million and $122.5 million, respectively, in direct investments in privately held companies. These strategic investment equity securities do not have readily determined fair values and Autodesk uses the measurement alternative to account for the adjustment to these investments in a given quarter. If Autodesk determines that an impairment has occurred, Autodesk writes down the investment to its fair value.83Adjustments to the carrying value of our strategic investment equity securities with no readily determined fair values measured using the measurement alternative were as follows:Fiscal Year EndedCumulative Amount as of 202120202019January 31, 2021Upward adjustments (1)$ 6.6 $ 3.2 $ 6.2 $ 16.0 Negative adjustments, including impairments (1)(51.6) (4.2) (4.8) (60.6) Net adjustments$ (45.0) $ (1.0) $ 1.4 $ (44.6) ____________________ (1)Included in “Interest and other expense, net” on the Company’s Consolidated Statements of Operations.Autodesk does not consider the remaining investments to be impaired at January 31, 2021.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 $1.14 billion at January 31, 2021, and $981.3 million at January 31, 2020. Outstanding contracts are recognized as either assets or liabilities on the Company’s Consolidated Balance Sheets at fair value. The majority of the net loss of $24.1 million remaining in “Accumulated other comprehensive loss” as of January 31, 2021, is expected to be recognized into earnings within the next 24 months.84The location and amount of gain or loss recognized in income on cash flow hedges together with the total amount of income or expense presented in the Company’s Consolidated Statements of Operations where the effects of the hedge are recorded were as follows for the fiscal year ended January 31, 2021 and 2020:Fiscal Year Ended January 31, 2021Net revenueCost of revenueOperating expensesSubscription revenueMaintenance revenueCost of subscription and maintenance revenueMarketing and salesResearch and developmentGeneral and administrativeTotal amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$ 3,478.9 $ 183.3 $ 242.1 $ 1,440.3 $ 932.5 $ 413.9 (Loss) gain on cash flow hedging relationships in Subtopic ASC 815-20Foreign exchange contractsAmount of (loss) gain reclassified from accumulated other comprehensive income into income$ (0.4) $ 0.1 $ 0.6 $ 2.4 $ 0.5 $ 1.2 Fiscal Year Ended January 31, 2020Net revenueCost of revenueOperating expensesSubscription revenueMaintenance revenueCost of subscription and maintenance revenueMarketing and salesResearch and developmentGeneral and administrativeTotal 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 in Subtopic ASC 815-20Foreign exchange contractsAmount 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 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 $434.5 million at January 31, 2021, and $736.2 million at January 31, 2020. 85Fair Value of Derivative Instruments:The fair values of derivative instruments in Autodesk’s Consolidated Balance Sheets were as follows as of January 31, 2021, and January 31, 2020:Balance Sheet LocationFair Value atJanuary 31, 2021January 31, 2020Derivative AssetsForeign currency contracts designated as cash flow hedgesPrepaid expenses and other current assets$ 4.7 $ 1.0 Derivatives not designated as hedging instrumentsPrepaid expenses and other current assets and long-term other assets5.3 8.4 Total derivative assets$ 10.0 $ 9.4 Derivative LiabilitiesForeign currency contracts designated as cash flow hedgesOther accrued liabilities$ 16.5 $ 2.8 Derivatives not designated as hedging instrumentsOther accrued liabilities1.0 1.9 Total derivative liabilities$ 17.5 $ 4.7 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, 2021, 2020, and 2019, respectively (amounts presented include any income tax effects):Foreign Currency ContractsFiscal Year Ended January 31,202120202019Amount of (loss) gain recognized in accumulated other comprehensive loss on derivatives (effective portion)$ (28.1) $ 3.0 $ 19.6 Amount and location of (loss) gain reclassified from accumulated other comprehensive loss into income (loss) (effective portion)Net revenue$ (0.3) $ 17.6 $ (8.5) Cost of revenue0.6 (0.9) — Operating expenses4.1 (7.1) (3.6) Total$ 4.4 $ 9.6 $ (12.1) 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, 2021, 2020, and 2019, respectively (amounts presented include any income tax effects):Fiscal Year Ended January 31,202120202019Amount and location of (loss) gain recognized on derivatives in net income (loss) Interest and other expense, net$ (0.8) $ 6.0 $ 6.6 864. Equity Compensation Stock Plans As of January 31, 2021, 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, 2021, 55.0 million shares subject to options or restricted 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, 2021, 10.0 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, 2021, 1.0 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, 2021, 0.8 million shares were available for future issuance under the 2012 Directors’ 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, 2021, approximately 10 thousand 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, 2021, approximately 38 thousand 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. 87 Restricted Stock Units:A summary of restricted stock activity for the fiscal year ended January 31, 2021, is as follows:Unreleased Restricted Stock Units (in thousands)Weighted average grant date fair value per shareUnvested restricted stock at January 31, 20204,732.3 $ 147.24 Granted2,462.2 224.20 Vested(2,341.6) 142.15 Canceled/Forfeited (327.8) 158.00 Performance Adjustment (1)(18.0) 190.74 Unvested restricted stock at January 31, 20214,507.1 $ 191.88 _______________(1)Based on Autodesk’s financial results and relative total stockholder return for the fiscal 2020 performance period. The performancestock units were attained at rates ranging from 96.6% to 101.1% of the target award.For the restricted stock granted during fiscal years ended January 31, 2021, 2020, and 2019, the weighted average grantdate fair values were $224.20, $156.24, and $144.37, respectively. The fair value of the shares vested during fiscal years ended January 31, 2021, 2020, and 2019 were $503.4 million, $361.0 million, and $425.4 million, respectively. During the fiscal year ended January 31, 2021, Autodesk granted 2.2 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 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. During the fiscal years ended January 31, 2021 and 2020, Autodesk settled liability-classified awards of $28.7 million and $23.5 million, respectively. The ultimate number of shares earned was based on the Autodesk closing stock price on the vesting date. As these awards were settled in a fixed dollar amount of shares, the awards were accounted for as a liability-classified award and were expensed using the straight-line method over the vesting period. Autodesk recorded stock-based compensation expense related to restricted stock units of $308.9 million, $274.5 million, and $189.3 million during fiscal years ended January 31, 2021, 2020, and 2019, respectively. As of January 31, 2021, total compensation cost not yet recognized of $617.7 million related to non-vested awards is expected to be recognized over a weighted average period of 1.8 years. At January 31, 2021, the number of restricted stock units granted but unvested was 4.1 million.During the fiscal year ended January 31, 2021, 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 vested during fiscal 2021 are based on revenue goals adopted by the Compensation and Human Resource Committee and, as applicable, 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 theperformance criteria for fiscal 2021 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 theperformance 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 theperformance criteria for year three as well as 3-year Relative TSR (covering years one, two and three).88Performance 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 $30.7 million, $27.1 million, and $28.6 million during fiscal years ended January 31, 2021, 2020, and 2019 respectively. As of January 31, 2021, total compensation cost not yet recognized of $5.0 million related to unvested performance stock units, is expected to be recognized over a weighted average period of 0.8 years. At January 31, 2021, the number of performance stock units granted but unvested was 0.4 million.Common Stock Autodesk agreed to issue a fixed amount of $4.9 million in common stock at a future date to certain employees in connection with a fiscal 2021 acquisition. Issuance of the common stock is dependent on the respective employees’ continued employment through the vesting period. The number of shares to be issued will be determined based on the fair value of Autodesk’s common stock at the issuance date. Shares to be issued are estimated to be 17,662 based on the closing price of Autodesk’s common stock on January 29, 2021, the last trading day before Autodesk’s fiscal 2021 year-end. The awards are accounted for as liability-classified awards and are recognized as compensation expense using the straight-line method over the vesting period. Autodesk issued 73,632 shares of restricted common stock to certain employees in connection with a fiscal 2021 acquisition. These shares of restricted common stock are subject to forfeiture by the employee if employment terminates prior to the three-year employment period. The fair value of the restricted common stock is recorded as compensation for post-acquisition services and recognized as expense using the straight-line method over the three-year repurchase period. See Note 6, “Acquisitions,” for further discussion.Autodesk recorded stock-based compensation expense of $2.4 million during the fiscal year ended January 31, 2021, related to common stock shares.1998 Employee Qualified Stock Purchase Plan (“ESPP”)Under Autodesk’s ESPP, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation, subject to certain limitations, at 85% of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four, six-month exercise periods within a 24-month offering period. At January 31, 2021, a total of 6.4 million shares were available for future issuance. Under the ESPP, the Company issues shares on the first trading day following March 31 and September 30 of each fiscal year. The ESPP does not have an expiration date.A summary of the ESPP activity for the fiscal years ended January 31, 2021, 2020, and 2019 is as follows:Fiscal year ended January 31,202120202019Issued shares0.9 0.9 1.0 Average price of issued shares$ 122.73 $ 102.20 $ 90.25 Weighted average grant date fair value of awards granted under the ESPP$ 55.98 $ 47.78 $ 42.75 Autodesk recorded $40.1 million, $33.3 million, and $27.2 million of compensation expense associated with the ESPP in fiscal 2021, 2020, and 2019, respectively.89Equity Compensation Plan InformationThe 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, 2021:(a)(b)(c)Plan categoryNumber of securities to be issued upon exercise or vesting of outstanding options and awards (in millions)Weighted-average exercise price of outstanding optionsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions)Equity compensation plans approved by security holders4.7 $ 23.75 17.3 (1)Total4.7 $ 23.75 17.3 ____________________ (1)Included in this amount are 6.4 million securities available for future issuance under Autodesk’s ESPP.5.Income TaxesThe provision for income taxes consists of the following:Fiscal year ended January 31,202120202019Federal:Current$ 9.8 $ (2.3) $ (13.3) Deferred(741.0) 7.6 (6.7) State:Current19.0 (0.4) (1.8) Deferred(57.5) 2.1 0.1 Foreign:Current87.6 69.6 65.3 Deferred20.6 3.7 (5.5) Income tax provision (benefit)$ (661.5) $ 80.3 $ 38.1 Foreign pretax income was $527.8 million in fiscal 2021, $475.5 million in fiscal 2020, and $181.4 million in fiscal 2019.90The differences between the U.S. statutory rate and the aggregate income tax provision are as follows:Fiscal year ended January 31,202120202019Income tax provision (benefit) at U.S. Federal statutory rate$ 114.8 $ 61.9 $ (9.0) State income tax benefit, net of the U.S. Federal benefit(7.9) (5.3) (11.4) Foreign income taxed at rates different from the U.S. statutory rate(15.7) (41.2) 117.8 Valuation allowance adjustment(661.7) 65.3 18.8 Transition tax and revisions due to subsequent regulations9.6 (16.0) Tax effect of non-deductible stock-based compensation20.4 24.9 7.6 Stock compensation windfall / shortfall(35.4) (22.4) (39.4) Research and development tax credit benefit(22.1) (19.8) (23.5) Closure of income tax audits and changes in uncertain tax positions— (2.0) (12.7) Tax effect of officer compensation in excess of $1.0 million4.6 3.4 5.0 Non-deductible expenses2.3 5.4 1.5 Global intangible low-taxed income, foreign derived intangible income(65.0) — — Other4.2 0.5 (0.6) Income tax provision (benefit)$ (661.5) $ 80.3 $ 38.1 Autodesk’s fiscal 2021 tax benefit is primarily driven by the U.S. valuation allowance release, excess tax benefits from share-based compensation and a permanent tax benefit from foreign derived intangible income in the U.S., offset by tax expense in foreign locations, including withholding taxes on payments made to the United States or to Singapore from foreign sources.91Significant components of Autodesk’s deferred tax assets and liabilities are as follows:January 31,20212020Stock-based compensation$ 39.0 $ 32.8 Research and development tax credit carryforwards220.4 263.4 Foreign tax credit carryforwards69.9 253.9 Accrued compensation and benefits3.4 3.4 Other accruals not currently deductible for tax14.1 28.4 Purchased technology and capitalized software48.2 37.7 Fixed assets8.1 11.6 Lease liability114.2 106.4 Tax loss carryforwards65.5 241.2 Deferred revenue501.5 29.2 Other40.2 28.0 Total deferred tax assets1,124.5 1,036.0 Less: valuation allowance(186.5) (883.4) Net deferred tax assets938.0 152.6 Indefinite lived intangibles(83.1) (76.5) Right-of-use assets(101.6) (101.3) Unremitted earnings of foreign subsidiaries(1.6) (0.9) Total deferred tax liabilities(186.3) (178.7) Net deferred tax assets (liabilities)$ 751.7 $ (26.1) Autodesk regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, Autodesk evaluates whether it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence. In evaluating the need for a valuation allowance, prior to fiscal 2021 Autodesk considered global cumulative losses arising from the Company’s business model transition as a significant piece of negative evidence. During fiscal 2021 Autodesk has recognized cumulative earnings on a global basis and is profitable in the U.S.. Autodesk forecasts cumulative earnings in U.S. jurisdiction in fiscal 2022. In the fourth quarter of fiscal 2021, Autodesk released the valuation allowance against the Company’s U.S. deferred tax assets, due to positive evidence indicating that these deferred tax assets are more likely than not to be realized. The Company has retained a valuation allowance against California deferred tax assets and deferred tax assets that will convert into a capital loss upon reversal as we do not have sufficient income of the appropriate character to benefit these deferred tax assets. The Company continues to retain a valuation allowance of $65 million against foreign deferred tax assets in the Netherlands and Canada as of January 31, 2021. The valuation allowance decreased by $696.9 million in fiscal 2021 primarily due to the U.S. valuation allowance release of $679.0 million. The valuation allowance increased by $85.6 million and $163.6 million in fiscal 2020 and fiscal 2019, respectively, primarily related to the generation of deferred tax attributes, net of the fiscal 2020 valuation allowance release of $42.0 million in Singapore.The U.S. Tax Cuts and Jobs Act (“TCJA”) provided broad and significant changes to the U.S. corporate income tax regime and reduced the statutory federal corporate rate from 35% to 21% for fiscal 2018 and forward. TCJA 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 revises the deductibility of certain expenses.The Company has elected to recognize any potential GILTI obligations as an expense in the period it is incurred.92We 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 TCJA 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, 2021, Autodesk had $8.8 million of cumulative U.S. federal tax loss carryforwards and $560.4 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 2035 through fiscal 2039. 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 2025 through fiscal 2041. In addition to U.S. federal and state tax loss carryforwards, the Netherlands, Norway, Singapore, and other foreign jurisdictions incurred federal tax losses totaling $222.0 million, which may be available to reduce future income tax liabilities. Our Norway and Singaporean losses, of $22.5 million and $156.4 million, respectively, have an indefinite expiration period. The Netherlands losses of $40.0 million will expire beginning in fiscal 2025 through fiscal 2027, and have a 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, 2021, Autodesk had $166.8 million of cumulative U.S. federal research tax credit carryforwards, $97.3 million of cumulative California state research tax credit carryforwards, and $56.8 million and $1.6 million of cumulative Canadian federal research and Ontario minimum tax credit carryforwards, respectively, which may be available to reduce future income tax liabilities in the respective jurisdictions. The federal research tax credit carryforwards will expire beginning fiscal 2026 through fiscal 2041, the state research tax credit carryforwards may reduce future California income tax liabilities indefinitely, and the Canadian research tax credit carryforwards will expire beginning fiscal 2028 through fiscal 2041. Autodesk also has $112.2 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 2025 through fiscal 2030. As discussed above, the California and Canada 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 and credits 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. No ownership change has occurred through the balance sheet date that would result in permanent losses of the U.S. federal and state tax attributes.As of January 31, 2021, the Company had $198.0 million of gross unrecognized tax benefits, of which $31.7 million would reduce our valuation allowance, if recognized. The remaining $166.3 million would impact the effective tax rate. It is possible that the amount of unrecognized tax benefits will decrease in the next 12 months for an audit settlement of approximately $8.2 million.A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits is as follows:Fiscal Year Ended January 31,202120202019Gross unrecognized tax benefits at the beginning of the fiscal year$ 220.6 $ 209.0 $ 337.6 Increases for tax positions of prior years12.7 2.8 7.9 Decreases for tax positions of prior years(41.1) (0.4) (146.3) Increases for tax positions related to the current year6.4 11.1 10.3 Decreases relating to settlements with taxing authorities— — — Reductions as a result of lapse of the statute of limitations(0.6) (1.9) (0.5) Gross unrecognized tax benefits at the end of the fiscal year$ 198.0 $ 220.6 $ 209.0 It is the Company’s continuing practice to recognize interest and/or penalties related to income tax matters in income tax expense. Autodesk had $4.5 million, $2.3 million, and $3.1 million, net of tax benefit, accrued for interest and penalties related to unrecognized tax benefits as of January 31, 2021, 2020, and 2019, respectively. There was $2.2 million, $(0.8) 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, 2021, 2020, and 2019, respectively.93Autodesk’s U.S. and state income tax returns for fiscal 2002 through fiscal 2021 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 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 2005 to 2021. As a result of certain business and employment actions and capital investments undertaken by Autodesk, income earned in certain European and Asia Pacific countries was subject to reduced tax rates through fiscal 2019. Historically, the Company incurred $0.0 million net benefit ($0.00 basic net income per share) in fiscal 2021 and fiscal 2020 from the tax status of these business arrangements, and $11.4 million ($0.05 basic net income per share) in fiscal 2019. 6. Acquisitions Fiscal 2021 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 not been presented because the effects of these acquisitions were not material to Autodesk’s Consolidated Financial Statements. Spacemaker AS On November 23, 2020, Autodesk acquired Spacemaker AS (“Spacemaker”). Spacemaker is a leading provider of cloud- based artificial intelligence technology and generative design enabling architects, urban designers, and real estate developers to optimize and maximize the potential of a building site, especially during early-stage design. The acquisition-date fair value of the consideration transferred totaled $252.0 million, which consisted of $214.1 million of cash and 147,264 shares of Autodesk’s common stock at an aggregate fair value of $37.9 million. Of the total consideration transferred, $231.1 million is considered purchase consideration. Of the remaining amount, $18.9 million was recorded in “Prepaid expenses and other current assets” and “Long-term other assets” on our Consolidated Balance Sheets and will be amortized to stock-based compensation expense, and $2.0 million was recorded as stock-based compensation expense during the fiscal quarter ended January 31, 2021. The 147,264 shares of common stock are held in escrow until the third anniversary of the acquisition closing date, and 73,632 of those shares are subject to forfeiture by the employee if employment terminates during the three-year employment period. See Note 4, “Equity Compensation ,” for further discussion. Other Acquisitions During the fiscal year ended January 31, 2021, Autodesk also completed two other business combinations. The acquisition-date fair value of the cash consideration transferred totaled $45.4 million. Purchase Price Allocation The acquisitions during fiscal 2021 were accounted for as business combinations, and Autodesk recorded the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of 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. Goodwill of $193.0 million is deductible for U.S. income tax purposes. 94 The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for the business combinations that were completed during the fiscal year ended January 31, 2021:SpacemakerOther TotalDeveloped technologies$ 29.8 $ 12.0 $ 41.8 Customer relationships3.9 5.7 9.6 Trade name1.1 0.8 1.9 Goodwill189.4 31.4 220.8 Deferred revenue (current and non-current)(0.4) (2.2) (2.6) Net tangible assets (liabilities)7.3 (2.3) 5.0 Total$ 231.1 $ 45.4 $ 276.5 For the business combinations, the allocation of purchase price consideration to certain assets and liabilities is not yet finalized. For the items not yet finalized, Autodesk’s estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are amounts for tax assets and liabilities, pending finalization of estimates and assumptions for certain tax aspects of the transaction and residual goodwill.Fiscal 2020 AcquisitionsDuring the fiscal year ended January 31, 2020, Autodesk did not complete any business combinations.Fiscal 2019 AcquisitionsDuring the fiscal year ended January 31, 2019, Autodesk completed three business combinations consisting of BuildingConnected, Inc., PlanGrid, Inc. and Assemble Systems, Inc. (“Assemble Systems”) for total aggregated purchase consideration of $1.12 billion. The total purchase consideration consisted of $1.06 billion of cash, $44.8 million of Autodesk common stock, $10.3 million attributable to the fair value of equity awards related to pre-combination services, and ascribed value of $10.6 million of Autodesk’s existing equity interest in Assemble Systems. In allocating the aggregate purchase consideration based on estimated fair values, the Company recorded $261.4 million of intangible assets and $868.0 million of goodwill. There is no amount of goodwill that is deductible for U.S. income tax purposes. The results of operations for these acquisitions were included in the accompanying Consolidated Statement of Operations from the dates of the respective acquisitions. 7.Deferred CompensationAt January 31, 2021, Autodesk had marketable securities totaling $85.0 million, of which $81.0 million related toinvestments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. Of the $81.0 million related to the deferred compensation liability at January 31, 2021, $7.3 million was classified as current and $73.7 million was classified as non-current liabilities. 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. 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 customerSales 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 $120.9 million and $98.8 million as of January 31, 2021, and January 31, 2020, respectively. These assets are recorded in “Prepaid expenses and other current assets” and “Long-term other assets” in the Consolidated Balance Sheet. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $96.6 million, $101.6 million, and $108.8 million during fiscal years ended January 31, 2021, 2020, and 2019, respectively. Autodesk did not recognize any contract cost impairment losses during the fiscal years ended January 31, 2021, 2020, or 2019. 958. 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. The proceeds of the 2020 Notes were used for the repayment of $450.0 million 2015 Notes, as defined below, and the remainder is available 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 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 3.00:1.0, and (2) a maximum leverage ratio of 3.00:1.0. At January 31, 2021, 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, 2021, Autodesk had no outstanding borrowings under the credit agreement. 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 million 2015 Notes”) and $300.0 million aggregate principal amount of 4.375% notes due June 15, 2025 (“$300 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 million 2015 Notes and $300 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 $300 million 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 million 2015 Notes. Autodesk paid a redemption price of $452.1 million, plus accrued and unpaid interest to, but not including, the date of redemption. In December 2012, Autodesk issued $350.0 million aggregate principal amount of 3.6% notes due December 15, 2022 (“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, $300 million 2015 Notes and the 2012 Notes may all be redeemed at any time, subject to a make whole premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to repurchase all the Notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. All Notes contain restrictive covenants that limit Autodesk’s ability to create certain liens, to enter into certain sale and leaseback transactions and to consolidate or merge with, or convey, transfer, or lease all or substantially all of its assets, subject to important qualifications and exceptions. 96 Based on the quoted market prices, the approximate fair value of the notes as of January 31, 2021, were as follows:Aggregate Principal AmountFair value2012 Notes$ 350.0 $ 366.3 $300 2015 Notes300.0 341.4 2017 Notes500.0 564.6 2020 Notes500.0 542.7 The expected future principal payments for all borrowings as of January 31, 2021, are as follows:Fiscal year ending2022$ — 2023350.0 2024— 2025— 2026300.0 Thereafter1,000.0 Total principal outstanding$ 1,650.0 9.LeasesAutodesk has operating leases for real estate, vehicles and certain equipment. Leases have remaining lease terms of lessthan 1 year to 69 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 9 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.During the fiscal year ended January 31, 2021, Autodesk recorded an operating lease right-of-use asset impairment of $6.9 million included in “General and administrative” on the Company’s Consolidated Statements of Operations. The impairment loss was due to vacating an office facility.97The components of lease cost were as follows: Fiscal Year Ended January 31, 2021Cost of subscription and maintenance revenueCost of other revenueMarketing and salesResearch and developmentGeneral and administrativeTotalOperating lease cost$ 7.2 $ 1.9 $ 45.0 $ 29.2 $ 18.1 $ 101.4 Variable lease cost0.9 0.2 5.3 3.5 2.1 12.0 Fiscal Year Ended January 31, 2020Cost of subscription and maintenance revenueCost of other revenueMarketing and salesResearch and developmentGeneral and administrativeTotalOperating 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, 2021Fiscal Year Ended January 31, 2020Cash paid for operating leases included in operating cash flows (1)$ 96.3 $ 93.5 Non-cash operating lease liabilities arising from obtaining operating right-of-use assets67.4 231.7 _______________(1)Includes $12.0 million and $12.2 million in variable lease payments not included in “Operating lease liabilities” and “Long-termoperating lease liabilities” on the Consolidated Balance Sheet for fiscal years ended January 31, 2021 and 2020, respectively.The weighted average remaining lease term for operating leases is 7.3 and 7.5 years at January 31, 2021 and 2020, respectively. The weighted average discount rate was 2.69% and 3.41% at January 31, 2021 and 2020, respectively,Maturities of operating lease liabilities were as follows:Fiscal year ending2022$ 82.8 202395.0 202479.2 202559.3 202645.2 Thereafter149.1 510.6 Less imputed interest43.2 Present value of operating lease liabilities$ 467.4 As of January 31, 2021, Autodesk has additional operating lease minimum lease payments of $0.4 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 $60.7 million for fiscal 2019.9810. 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, 2021, were approximately $374.8 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 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 $14.9 million in fiscal 2021, $14.3 million in fiscal 2020, and $6.4 million in fiscal 2019. Guarantees and Indemnifications In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising from the use of its products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be reasonably estimated. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations. In connection with the purchase, sale, or license of assets or businesses with third parties, Autodesk has entered into or assumed customary indemnification agreements related to the assets or businesses purchased, sold, or licensed. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations. As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited; however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Legal Proceedings Autodesk is involved in a variety of claims, suits, 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 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 99 approximately 2.6 million shares in fiscal 2021 at an average repurchase price of $207.61 per share, 2.7 million shares in fiscal 2020 at an average repurchase price of $168.63 per share, and 2.2 million shares in fiscal 2019 at an average repurchase price of $130.15.At January 31, 2021, 12.1 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, netInterest and other expense, net, consists of the following:Fiscal Year Ended January 31,202120202019Interest and investment expense, net $ (51.1) $ (54.0) $ (52.1) Gain on foreign currency3.5 3.9 5.1 (Loss) gain on strategic investments(41.7) (3.3) 12.5 Other income 6.9 5.2 16.8 Interest and other expense, net$ (82.4) $ (48.2) $ (17.7) 13.Accumulated Other Comprehensive LossAccumulated other comprehensive loss, net of taxes, consisted of the following:Net Unrealized Gains (Losses) on Derivative InstrumentsNet Unrealized Gains (Losses) on Available for Sale SecuritiesDefined Benefit Pension ComponentsForeign Currency Translation AdjustmentsTotalBalances, January 31, 2019$ 15.0 $ 3.3 $ (16.3) $ (137.0) $ (135.0) Other comprehensive income (loss) before reclassifications4.1 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, 20208.4 4.7 (22.8) (150.6) (160.3) Other comprehensive (loss) income before reclassifications(33.1) 1.5 0.3 64.3 33.0 Pre-tax (gain) loss reclassified from accumulated other comprehensive income(4.4) 0.1 1.5 — (2.8) Tax effects5.0 0.1 (0.3) (0.6) 4.2 Net current period other comprehensive (loss) income (32.5) 1.7 1.5 63.7 34.4 Balances, January 31, 2021$ (24.1) $ 6.4 $ (21.3) $ (86.9) $ (125.9) 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.” 10014.Net Income (Loss) Per ShareBasic net income (loss) per share is computed using the weighted average number of shares of common stock outstandingfor 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 stock, 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 31,202120202019Numerator:Net income (loss)$ 1,208.2 $ 214.5 $ (80.8) Denominator:Denominator for basic net income (loss) per share—weighted average shares219.4 219.7 218.9 Effect of dilutive securities (1)2.7 2.8 — Denominator for dilutive net income (loss) per share222.1 222.5 218.9 Basic net income (loss) per share$ 5.51 $ 0.98 $ (0.37) Diluted net income (loss) per share$ 5.44 $ 0.96 $ (0.37) ____________________ (1)The effect of dilutive securities of 3.1 million shares for the fiscal year ended January 31, 2019, have been excluded from thecalculation of diluted net loss per share as those shares would have been anti-dilutive due to the net loss incurred during that fiscal year.The computation of diluted net income (loss) per share does not include shares that are anti-dilutive under the treasurystock method because their exercise prices are higher than the average market value of Autodesk’s stock during the fiscal year. The effect of 0.1 million potentially anti-dilutive shares were excluded from the computation of diluted net income per share for the fiscal year ended January 31, 2021. There were no potentially anti-dilutive shares excluded from the computation of diluted net income per share for the fiscal year ended January 31, 2020. The effect of 0.5 million potentially anti-dilutive shares were excluded from the computation of net loss per share for the fiscal year ended January 31, 2019.15.Retirement Benefit PlansPretax Savings PlanAutodesk 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 $21.6 million in fiscal 2021, $21.4 million in fiscal 2020, and $17.1 million in fiscal 2019. Autodesk does not allow participants to invest in Autodesk common stock through the 401(k) plan.Defined Benefit Pension PlansAutodesk provides certain defined benefit pension plans to employees located in countries outside of the United States, 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 $110.0 million and $103.5 million as of January 31, 2021, and January 31, 2020, respectively. The accumulated benefit obligation was $105.2 million and $97.3 million as of January 31, 2021, and January 31, 2020, respectively. The related fair value of plan assets was $107.2 million and $96.2 million as of January 31, 2021, and January 31, 2020, respectively. Our defined pension plan assets are measured at fair value and consist primarily of insurance contracts categorized 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 an aggregate pension liability for the funded status of $12.1 million and $11.6 million in “Long-term other liabilities” on the Consolidated Balance Sheet as of January 31, 2021, and January 31, 2020, respectively. Our total net 101periodic pension plan cost (benefit) was $2.8 million, $3.7 million and $(3.1) million for fiscal years 2021, 2020, and 2019, respectively. Our expected funding for the plans during fiscal 2022 is approximately $5.5 million. Estimated Future Benefit PaymentsEstimated benefit payments over the next 10 fiscal years are as follows:Pension Benefits2022$ 2.6 20232.6 20242.7 20253.9 20262.9 2027-203117.1 Total$ 31.8 Defined Contribution PlansAutodesk 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 $31.7 million in fiscal 2021, $28.7 million in fiscal 2020, and $29.6 million in fiscal 2019.Cash Balance PlansAutodesk 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 crediting rate for cash balance plans was 1%, 1%, and 1% for mandatory retirement savings and 0.1%, 0.1%, and 0.3% for supplementary retirement savings for fiscal 2021, 2020, and 2019, respectively. Other PlansIn 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.10216.Selected Quarterly Financial Information (Unaudited)Summarized quarterly financial information for fiscal years 2021 and 2020 is as follows:20211st quarter2nd quarter3rd quarter4th quarter Fiscal yearNet revenue $ 885.7 $ 913.1 $ 952.4 $ 1,039.2 $ 3,790.4 Gross profit 803.8 832.2 868.7 948.6 3,453.3 Income from operations130.6 146.1 168.0 184.4 629.1 (Provision) benefit for income taxes(24.0) (30.8) (23.9) 740.2 661.5 Net income66.5 98.2 132.2 911.3 1,208.2 Basic net income per share (1)$ 0.30 $ 0.45 $ 0.60 $ 4.15 $ 5.51 Diluted net income per share (1)$ 0.30 $ 0.44 $ 0.59 $ 4.10 $ 5.44 Income from operations includes the following items:Stock-based compensation expense$ 98.2 $ 95.9 $ 97.4 $ 108.3 $ 399.8 Amortization of acquisition related intangibles17.1 16.9 17.2 17.2 68.4 Acquisition related costs1.9 3.5 4.5 4.7 14.6 20201st quarter2nd quarter3rd quarter4th quarterFiscal yearNet 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 (1)$ (0.11) $ 0.18 $ 0.30 $ 0.60 $ 0.98 Diluted net (loss) income per share (1)$ (0.11) $ 0.18 $ 0.30 $ 0.59 $ 0.96 (Loss) Income from operations includes the following items:Stock-based compensation expense$ 75.2 $ 88.2 $ 94.0 $ 105.0 $ 362.4 Amortization of acquisition related intangibles19.0 18.3 18.1 18.0 73.4 Acquisition related costs12.7 6.0 2.5 2.1 23.3 Restructuring and other exit costs, net$ 0.2 $ 0.2 $ 0.1 $ — $ 0.5 ____________________(1)Net income (loss) per share were computed independently for each of the periods presented; therefore the sum of the net income (loss) pershare amount for the quarters may not equal the total for the fiscal year.17.Subsequent EventsOn February 23, 2021, Autodesk entered into an agreement to acquire Storm UK Holdco Limited, the parent ofInnovyze, Inc. (“Innovyze”), a global leader in water infrastructure software, for approximately $1.0 billion, net of cash acquired and subject to working capital and tax closing adjustments. Innovyze provides water infrastructure software, is expected to provide comprehensive water modeling solutions that augments Autodesk’s BIM offerings in civil engineering, and is expected to extend Autodesk’s presence into operations and maintenance of water infrastructure assets. The transaction, which is structured as a cash offer for all the outstanding shares of Storm UK Holdco Limited, is subject to customary closing conditions, including regulatory approvals, and is expected to close in Autodesk’s first quarter of fiscal 2021. Autodesk expects to use readily available cash to fund the transaction.103REPORT 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, 2021, and 2020, 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, 2021, 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, 2021, and 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2021, 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, 2021, 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, 2021 expressed an unqualified opinion thereon. 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. Description of the Matter Revenue Recognition As discussed in Note 1 to the consolidated financial statements, revenue is recognized when the Company's 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. 104 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's identification and evaluation of performance obligations. For example, we tested management’s assessment of performance obligations included in new product and service offerings. 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 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. Description of the Matter Uncertain tax positions As discussed in Notes 1 and 5 to the consolidated financial statements, the Company makes estimates in determining the accruals for uncertain tax positions. As of January 31, 2021, the Company had gross unrecognized tax benefits of $198.0 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 Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement 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 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. Description of the Matter Realizability of Deferred Tax Assets As described in Notes 1 and 5 to the consolidated financial statements, the Company regularly assesses the need for a valuation allowance against its deferred tax assets. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax assets will not be realized. The Company considers all available positive and negative evidence including its history of operating income or losses, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income (exclusive of reversing temporary differences and carryforwards.) During fiscal year 2021, the Company released $679.0 million in valuation allowance. Auditing the Company’s assessment of the realizability of deferred tax assets involved complex auditor judgment as the Company’s assessment is highly judgmental and based on significant assumptions that may be affected by future market or economic conditions. 105 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting process related to the realizability of deferred tax assets. This included controls over the Company’s evaluation of positive and negative evidence used in determining the amount of deferred tax assets that were more likely than not to be realized in the future, the Company’s scheduling of the future reversal of existing taxable temporary differences, and projections of future taxable income. Our audit procedures included, among others, assessing the Company’s evaluation of positive and negative evidence and testing the Company’s scheduling of the reversal of existing taxable temporary differences. We evaluated the assumptions used by the Company to develop projections of future taxable income by jurisdiction and tested the completeness and accuracy of the underlying data used in its projections. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as the Company’s analysis of current industry and economic trends. We also assessed the historical accuracy of the Company’s projections and compared the projections of future taxable income with other forecasted financial information prepared by the Company. We evaluated the adequacy of the Company’s financial statement disclosures related to the release of its valuation allowance. We have served as the Company's auditor since 1983. San Francisco, California March 19, 2021 /s/ ERNST & YOUNG LLP 106 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, 2021, 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, 2021, 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, 2021, and 2020, 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, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 19, 2021, 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 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. San Francisco, California March 19, 2021 /s/ ERNST & YOUNG LLP 107 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, 2021. 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 of our internal control over financial reporting as of January 31, 2021. 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, 2021, 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, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 108 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, 2021, regarding our executive officers. Name Andrew Anagnost Deborah L. Clifford Steve M. Blum Pascal W. Di Fronzo Age 56 46 56 56 Position President and Chief Executive Officer EVP and Chief Financial Officer Chief Revenue Officer EVP, Corporate Affairs, Chief Legal Officer & Secretary Andrew Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017. He also served as Interim Chief Financial Officer from January 2021 to March 2021. Dr. Anagnost served as Co- CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017 and as the Company’s Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division of the Company from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at the Company. Prior to joining the Company, Dr. Anagnost held various engineering, sales, marketing and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames Research Center. Deborah L. Clifford joined Autodesk as Executive Vice President and Chief Financial Officer in March 2021. Ms. Clifford previously served as Chief Financial Officer of SVMK Inc. (“SurveyMonkey”), an online survey development company, since July 2019. Prior to joining SurveyMonkey, Ms. Clifford served as Vice President of Financial Planning and Analysis at Autodesk from January 2018 to July 2019, and had served in various finance positions at Autodesk since September 2005, including as Vice President, Division Finance from July 2014 to December 2017. Steven M. Blum joined Autodesk in January 2003 and has served as Chief Revenue Officer since August 2020. He previously 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 Executive 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. Prior to joining Autodesk, he advised high technology and emerging growth companies on business and intellectual property transactions and litigation while in private practice. There is no family relationship among any of our directors or executive officers. 109 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 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” 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. 110 PART IVITEM 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 referenceherein 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 yearsended January 31, 2021, 2020, and 2019, is filed as part of this Report and should be read in conjunction with theConsolidated Financial Statements of Autodesk, Inc.:Schedule II Valuation and Qualifying AccountsSchedules 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 onthe accompanying Index to Exhibits immediately prior to the signature page of this Form 10-K.(b)Exhibits:We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index toExhibits 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 SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS(in millions)DescriptionBalance atBeginningof Fiscal YearAdditionsCharged toCosts andExpenses orRevenuesDeductionsandWrite-OffsBalance atEnd of Fiscal Year(in millions)Fiscal Year Ended January 31, 2021Partner Program reserves (1)$ 60.4 491.9 488.3 $ 64.0 Fiscal Year Ended January 31, 2020Partner 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, 2019Partner 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 ____________________(1)The partner program reserves balance impacts "Accounts receivable, net" and "Accounts payable" on the accompanying ConsolidatedBalance Sheets.ITEM 16FORM 10-K SUMMARYNone.111Index to Exhibits3.1Amended and Restated Certificate of Incorporation of Registrant10-K000-143383.13/20/20063.2Amended and Restated Bylaws of Registrant8-K000-143383.13/23/20204.1Indenture dated December 13, 2012, by and between the Registrant and U.S. Bank National Association8-K000-143384.112/13/20124.2First Supplemental Indenture (including Form of Notes) dated December 13, 2012, by and between the Registrant and U.S. Bank National Association8-K000-143384.212/13/20124.3Third Supplemental Indenture (including Form of Notes) dated June 8, 2017, by and between the Registrant and U.S. Bank National Association8-K000-143384.16/8/20174.4Fourth Supplemental Indenture (including Form of Notes) dated January 14, 2020, by and between the Registrant and U.S. National Bank Association8-K000-143384.11/14/20204.5Description of Registrant's Capital Stock10-K000-143384.63/19/202010.1*Description of Registrant's Performance Stock Unit Program8-K000-143383/26/201810.2*Registrant’s 1998 Employee Qualified Stock Purchase Plan, as amended and restated effective as of June 12, 201810-Q000-1433810.38/30/201810.3*Registrant’s 1998 Employee Qualified Stock Purchase Plan Forms of Subscription Agreement, as amended and restated10-Q000-1433810.58/30/201610.4*Registrant's 2012 Employee Stock Plan, as amended and restated effective as of June 12, 201810-Q000-1433810.28/30/201810.5*Registrant's 2012 Employee Stock Plan Form of Restricted Stock Unit Agreement, as amended and restated10-Q000-1433810.28/30/201610.6*Registrant's 2012 Employee Stock Plan Form of Severance Restricted Stock Unit Agreement, as amended and restated10-Q000-1433810.38/30/201610.7*Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement8-K000-1433810.23/13/201210.8*Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (non-U.S. Employees)8-K000-1433810.43/13/201210.9*PlanGrid, Inc. 2012 Equity Incentive PlanS-8333-22893499.112/21/201810.10*Amended and Restated BuildingConnected, Inc. 2013 Stock PlanS-8333-22934699.11/24/201910.11*Registrant's 2012 Outside Directors' Stock Plan, as amended and restated10-K000-1433810.183/21/201710.12*Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement8-K000-1433810.53/13/201210.13*Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement10-Q000-1433810.16/4/201910.14*Registrant’s Executive Incentive Plan, as amended and restated10-K000-1433810.233/23/201610.15*Registrant’s 2005 Non-Qualified Deferred Compensation Plan, as amended and restated, effective as of January 1, 201010-Q000-1433810.112/8/200910.16*Executive Change in Control Program, as amended and restated8-K000-1433810.112/21/201610.17*Sub-Plan of the Autodesk, Inc. 1998 Employee Qualified Stock Purchase Plan, as amended and restated10-K000-1433810.173/25/201910.18*Form of Indemnification Agreement executed by the Registrant and each of its officers and directors10-K000-1433810.83/31/200510.19*Employment Agreement, dated as of June 19, 2017, by and between the Registrant and Andrew Anagnost8-K000-1433810.16/19/201710.20*Registrant’s Severance Plan dated August 27, 20188-K000-1433899.18/30/201810.21*Registrant's 2012 Employee Stock Plan Form of Retirement Restricted Stock Unit Agreement, as amended and restatedX10.22*Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as amended10-Q000-1433810.110/31/200410.23Fourth Amendment to Lease between Registrant and the J.H.S. Holdings L.P. for 111 McInnis Parkway, San Rafael, CA10-K000-1433810.303/19/201010.24Amended 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 agent8-K000-1433810.112/20/2018ExhibitFiledIncorporated by ReferenceNumberDescriptionHerewithFormSEC File No.ExhibitFiling Date11210.25Term Loan Agreement, dated December 17, 2018, by and among the Registrant, the lenders from time to time party thereto and Citibank, N.A. as agent8-K000-1433810.212/20/201821.1List of SubsidiariesX23.1Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed herewith)X24.1Power of Attorney (contained in the signature page to this Annual Report on Form 10-K)X31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X32.1†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 2002X101.INS††XBRL Instance Document101.SCH ††XBRL Taxonomy Extension Schema101.CAL ††XBRL Taxonomy Extension Calculation Linkbase101.DEF ††XBRL Taxonomy Extension Definition Linkbase101.LAB ††XBRL Taxonomy Extension Label Linkbase101.PRE ††XBRL Taxonomy Extension Presentation Linkbase104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)ExhibitFiledIncorporated by ReferenceNumberDescriptionHerewithFormSEC File No.ExhibitFiling Date ____________________*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 Securitiesand Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of1933, 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.113SIGNATURESPursuant 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 AnagnostPresident and Chief Executive OfficerDated:March 19, 2021114POWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Anagnost and Deborah L. Clifford 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, 2021.SignatureTitle/s/ ANDREW ANAGNOST President and Chief Executive Officer, Director(Principal Executive Officer)Andrew Anagnost/s/ DEBORAH L. CLIFFORDExecutive Vice President and Chief Financial Officer(Principal Financial Officer)Deborah L. Clifford/s/ STEPHEN W. HOPEVice President and Chief Accounting Officer(Principal Accounting Officer)Stephen W. Hope/s/ STACY J. SMITH Director(Non-executive Chairman of the Board)Stacy J. Smith/s/ KAREN BLASING DirectorKaren Blasing/s/ REID FRENCHDirectorReid French/s/ AYANNA HOWARDDirectorAyanna Howard/s/ MARY T. MCDOWELL DirectorMary T. McDowell/s/ BLAKE J. IRVING DirectorBlake J. Irving/s/ STEPHEN D. MILLIGAN DirectorStephen D. Milligan /s/ LORRIE M. NORRINGTON DirectorLorrie M. Norrington/s/ ELIZABETH RAFAEL DirectorElizabeth Rafael115FISCAL YEAR 2021 Annual Report Notice of annual meeting and proxy statement 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. © 2 0 21 Autodesk, Inc. All rights reserved.

Continue reading text version or see original annual report in PDF format above