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What changed in Autodesk's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Autodesk's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+378 added−388 removedSource: 10-K (2025-03-06) vs 10-K (2024-06-10)

Top changes in Autodesk's 2025 10-K

378 paragraphs added · 388 removed · 317 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

67 edited+14 added−14 removed60 unchanged
Biggest changeFor 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.
Biggest changePRODUCTION 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.
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.
PRODUCTS Our architecture, engineering, construction and operations 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.
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.
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 convergence, more flexibility and sustainable outcomes.
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 (“EBA”). Historically, we have had increased EBA sale activity in our fourth fiscal quarter.
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 (“EBA”). Historically, we have had increased EBA sales activity in our fourth fiscal quarter.
On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, social and environmental entrepreneurs, and others who are developing design solutions that will shape a more sustainable future. DEVELOPER PROGRAMS Our business and our customers benefit from our relationships with an extensive developer network.
On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, entrepreneurs, and others who are developing design solutions that will shape a more sustainable future. DEVELOPER PROGRAMS Our business and our customers benefit from our relationships with an extensive developer network.
The transition to annual billings for multi-year contracts impacted the timing of our billings and cash collections in fiscal year 2024 and we expect this impact to continue into fiscal year 2025. See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” for further discussion.
The transition to annual billings for multi-year contracts impacted the timing of our billings and cash collections in fiscal year 2025 and we expect this impact to continue into fiscal year 2026. See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” for further discussion.
The majority of our research and product development is performed in the United States, Canada, China, India, Singapore, 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.
The majority of our research and product development is performed in the United States, Canada, and India. 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.
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 donations to nonprofit organizations; and to support organizations using design and make solutions to drive positive social and environmental impact.
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 donations to nonprofit organizations; and to support organizations using design and make solutions to drive positive impact.
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 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. 12 Table of Contents In addition, through various licensing arrangements, we receive certain rights to intellectual property of others.
Competition is increasingly enhanced by consolidation of companies with complementary products 11 Table of Contents 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.
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.
Creative companies use the Flow Production Tracking platform to provide essential business tools for managers and visual collaboration tools for artists and supervisors, who often work globally with distributed teams. • 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. • Media & Entertainment Collection The M&E Collection provides end-to-end creative tools for entertainment creation.
Creative companies use the Flow Production Tracking platform to provide essential tool collaboration, review, scheduling and tracking to producers, production managers, artists and supervisors, who often work globally with distributed teams. • 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. • Media & Entertainment Collection 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. • 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.
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. • 3ds Max 7 Table of Contents 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.
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.
Climate Change Management Actions 10 Table of Contents 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.
Autodesk’s product offerings include: Architecture, Engineering and Construction (“AEC”) • Architecture, Engineering & Construction Collection 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. 5 Table of Contents • 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.
Autodesk’s product offerings include: Architecture, Engineering, Construction and Operations (“AECO”) • Architecture, Engineering, and Construction Collection The AEC Collection, including AutoCAD, AutoCAD Civil 3D, and Revit, aims to help our customers design, engineer, and construct higher quality, more predictable building and civil infrastructure projects, commonly used by AECO industry experts. 5 Table of Contents • 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.
Our digital media and entertainment products provide tools for digital sculpting, modeling, animation, effects, rendering, and compositing for design visualization, visual effects, games production, and enables connection of workflows and data from pre-production to post-production.
Our digital media and entertainment products provide tools for digital sculpting, modeling, animation, effects, rendering, and compositing for design visualization, visual effects, 3D animation, games production, and enable connection of workflows and data from pre-production to post-production.
We take action as a business to support our employees, customers, and communities in our collective opportunity to design and make a better world for all. 9 Table of Contents We focus our efforts to advance positive outcomes across three primary areas: energy and materials, health and resilience, and work and prosperity.
We take action as a business to support our employees, customers, and communities in our collective opportunity to design and make a better world for all. We focus our efforts to advance positive outcomes across three primary areas: energy and materials, health and resilience, and work and prosperity.
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”) • Flow Production Tracking (currently ShotGrid) Flow Production Tracking is cloud-based software for review and production tracking in the M&E industry.
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”) • Flow Production Tracking Flow Production Tracking is cloud-based production management software for the M&E industry.
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 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. 6 Table of Contents • AutoCAD LT AutoCAD LT software is purpose built for professional drafting and detailing.
We transact directly with our enterprise and named account customers, with customers through our online Autodesk branded store, and with certain customers through our new transaction model whereby channel partners provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer.
We transact directly with our enterprise and named account customers, with customers through our online Autodesk branded store, and with certain customers through our new transaction model whereby Solution Providers provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer.
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 1,450 resellers and distributors worldwide. For fiscal 2024, approximately 63% of our revenue was derived from indirect channel sales through distributors and resellers.
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 1,260 resellers and distributors worldwide. For fiscal 2025, approximately 58% of our revenue was derived from indirect channel sales through distributors and resellers.
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. Information contained on or accessible through our website is not part of or incorporated by reference into this report.
Additional information on our Diversity and Belonging program, initiatives, and metrics can be found on our website at autodesk.com/company/diversity-and-belonging. Information contained on or accessible through our website is not part of or incorporated by reference into this report.
Additionally, in fiscal 2023, we were responsible for 115,000 metric tons of carbon dioxide equivalent emissions across our market-based operational boundary. This represents a 50% reduction compared to our fiscal year 2020 base line. In addition, our residual 115,000 metric tons of CO2e emissions were neutralized through the procurement of high quality carbon offsets and removals.
Additionally, in fiscal 2024, we were responsible for 155,000 metric tons of carbon dioxide equivalent emissions across our market-based operational boundary. This represents a 32% reduction compared to our fiscal year 2020 base line. In addition, our residual 155,000 metric tons of CO2e emissions were neutralized through the procurement of high quality carbon offsets credits.
Solution Providers may also be resellers in relation to Autodesk solutions. 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.
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.
Additionally, we offer self-paced, modular learning and curriculum for K-12, post-secondary students, and educators. Our intention is to make Autodesk software the preferred choice for those poised to become the next generation of design, engineering, and construction professionals.
We offer free educational licenses of Autodesk’s complete portfolio of professional software to verified students, educators, and accredited educational institutions worldwide. Additionally, we offer self-paced, modular learning and curriculum for K-12, post-secondary students, and educators. Our intention is to make Autodesk software the preferred choice for those poised to become the next generation of design, engineering, and construction professionals.
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.
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.
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.
We have never experienced any work stoppages and believe our employee relations are strong. 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.
We introduced this new transaction model for our token-based Flex offering in certain countries globally, and for most of our subscription offerings in Australia during fiscal 2024.
We introduced the new transaction model for our token-based Flex offering in North America, and certain countries in EMEA, and APAC during fiscal 2023 and 2024. Most of our subscription offerings transitioned to the new transaction model in Australia during fiscal 2024.
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.
Some of our customers may also purchase support and training from Solution Providers. 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.
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.
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. 14 Table of Contents Cloud Service Offerings: Represents individual term-based offerings deployed through web browser technologies or in a hybrid software and cloud configuration.
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.
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.
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.
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.
Total Rewards To attract, retain, and support our employees, we offer competitive compensation and benefits programs, several of which include an element of choice to meet the needs of our diverse and global population.
Total Rewards To attract, retain, and support our employees, we offer competitive compensation and benefits programs, several of which include an element of choice to meet the needs of our diverse and global population. In addition to competitive base pay and opportunities to receive short-term incentives, all our employees are eligible to participate in our long-term plans.
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, Autodesk Build, BIM Collaborate Pro, BuildingConnected, Fusion, and Flow Production Tracking.
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, Autodesk Build, BIM Collaborate Pro, BuildingConnected, Fusion, and Flow Production Tracking. Certain products, such as Fusion, incorporate both Design and Make functionality and are classified as Make.
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.
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”) • Fusion (Formerly Fusion 360) Fusion is the first 3D CAD, CAM, and computer-aided engineering (“CAE”) tool of its kind.
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.
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 and Manufacturing Collection, and Autodesk Media and Entertainment Collection.
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.
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.
Impact Reports More information about our sustainability financing and commitment can be found in our annual Impact Reports, which we have published on our website since 2008. Our fiscal 2024 Impact Report will be published in the second quarter of fiscal 2025.
Impact Reports More information about our sustainability financing and commitment can be found in our annual Impact Reports, which we have published on our website since 2008. Our fiscal 2025 Impact Report will be published in fiscal 2026. Information contained on or accessible through our website is not part of or incorporated by reference into this report.
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.
Unbilled Deferred Revenue: Unbilled deferred revenue represents contractually stated or committed orders under early renewal and multi-year billing plans for subscription, services, and maintenance for which the associated deferred revenue has not been recognized. Under FASB Accounting Standards Codification ("ASC") Topic 606, unbilled deferred revenue is not included as a receivable or deferred revenue on our Consolidated Balance Sheet.
With the new transaction model, we are approaching the final phase of modernizing our go-to-market motion, which includes building more durable and direct relationships with our customers, updating our data infrastructure, and retiring old 7 Table of Contents information systems and business models.
This seasonality may also affect the relative value of our billings, Remaining Performance Obligations (“RPO”), and collections in the fourth and first fiscal quarters. 9 Table of Contents CUSTOMER AND PARTNER SUPPORT With the new transaction model, we are approaching the final phase of modernizing our go-to-market motion, which includes building more durable and direct relationships with our customers, updating our data infrastructure, and retiring old information systems and business models.
Remaining Performance Obligations (RPO): The sum of total short-term, long-term, and unbilled deferred revenue. Current remaining performance obligations is the amount of revenue we expect to recognize in the next twelve months. Solution Provider : Solution Provider is the name of our channel partners who primarily serve our new transaction model customers worldwide.
Current remaining performance obligations is the amount of revenue we expect to recognize in the next twelve months. 15 Table of Contents Solution Provider : Solution Provider is the name of our channel partners who primarily serve our new transaction model customers worldwide. Solution Providers may also be resellers in relation to Autodesk solutions .
In fiscal year 2022, we deployed a new sustainability financing framework to accelerate new and existing efforts in these areas, including issuing a $1 billion sustainability bond to support eligible projects and initiatives. 10 Table of Contents Emissions Performance & Other Key Performance Indicators In fiscal year 2023, we made progress on our science-based GHG reduction target, to reduce Scope 1 and Scope 2 GHGs 50%, and reduce Scope 3 GHGs per dollar of gross profit 55%, by fiscal year 2031, compared to fiscal year 2020.
Emissions Performance & Other Key Performance Indicators In fiscal year 2024, we made progress on our science-based GHG reduction target, to reduce Scope 1 and Scope 2 GHGs 50%, and reduce Scope 3 GHGs per dollar of gross profit 55%, by fiscal year 2031, compared to fiscal year 2020.
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.
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.
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.
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. Some of our customers receive support and training from 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.
Information contained on or accessible through our website is not part of or incorporated by reference into this report. Philanthropy The Autodesk Foundation (the “Foundation”), a privately funded 501(c)(3) charity organization established and solely funded by us, leads our philanthropic efforts.
Philanthropy The Autodesk Foundation (the “Foundation”), a privately funded 501(c)(3) charity organization established and solely funded by us, leads our philanthropic efforts.
(“Ingram Micro”), our second-largest distributor, accounted for 7%, 9%, and 9% of Autodesk's total net revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. During fiscal 2023, we entered into transition agreements with certain of our distributors, including TD Synnex and Ingram Micro, to provide transition distribution activities for a one-to-two-year period, with potential extensions.
Revenue through our largest distributor, TD Synnex Corporation and its global affiliates (collectively, “TD Synnex”), accounted for 33%, 39%, and 37% of our net revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. During fiscal 2023, we entered into transition agreements with TD Synnex to provide transition distribution activities for a one-to-two-year period.
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, distributor, and Solution Provider partner organizations, computer manufacturers, other software developers, and peripherals manufacturers in cooperative advertising, promotions, and trade-show presentations.
We also work directly with reseller, distributor, and Solution Provider partner organizations, computer manufacturers, other software developers, and peripherals manufacturers in cooperative advertising, promotions, and trade-show presentations.
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, Remaining Performance Obligations (“RPO”), and collections in the fourth and first fiscal quarters.
This seasonality may not have an immediate impact on our revenue as we recognize subscription revenue over the term of the contract.
Our Industry Collections consist of: Autodesk Architecture, Engineering and Construction Collection, Autodesk Product Design and Manufacturing Collection, and Autodesk Media and Entertainment Collection. 14 Table of Contents 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.
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.
Our competitors include large, global, publicly traded companies; small, geographically focused firms; startup firms; and solutions produced in-house by their users.
We also compete through investments in marketing and sales to more effectively reach new customers and better serve existing customers. 11 Table of Contents Our competitors include large, global, publicly traded companies; small, geographically focused firms; startup firms; and solutions produced in-house by their users.
Recurring 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. Other Revenue: Consists of revenue from consulting and other products and services, and is recognized as the products are delivered and services are performed.
Recurring 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. Recurring 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.
AutoCAD and AutoCAD LT • AutoCAD AutoCAD software is a customizable and extensible CAD application for professional design, drafting, detailing, and visualization.
Tandem helps owners connect operational systems to the digital twin, turning fragmented data into business intelligence. AutoCAD and AutoCAD LT • AutoCAD AutoCAD software is a customizable and extensible CAD application for professional design, drafting, detailing, and visualization.
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, 2024, we employed approximately 14,100 people, an increase from approximately 13,700 employees as of the end of fiscal year 2023.
TALENT AND HUMAN CAPITAL MANAGEMENT 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.
We expect our indirect channel will continue to transact and support a considerable portion of our customers, particularly in emerging regions and with federal governments. Our ability to 8 Table of Contents effectively distribute our products depends in part upon the financial and business condition of our distributor, reseller and Solution Provider networks.
Also, it gives Solution Providers and Autodesk access to essential data to improve our offerings and the customers’ buying experience. 8 Table of Contents We expect our indirect channel will continue to transact and support a considerable portion of our customers, particularly in emerging regions and with governments.
Our customer-related operations are divided into three geographic regions: the Americas; EMEA; and 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.
No other distributor, reseller, or direct customer accounted for 10% or more of our revenue in fiscal 2025. Our customer-related operations are divided into three geographic regions: the Americas; EMEA; and APAC. Each geographic region is supported by global marketing and sales organizations.
Certain products, such as Fusion, incorporate both Design and Make functionality and are classified as Make. Net Revenue Retention Rate (NR3): Measures the year-over-year change in Recurring Revenue for the population of customers that existed one year ago (“base customers”).
Net Revenue Retention Rate (NR3): Measures the year-over-year change in Recurring Revenue for the population of customers that existed one year ago (“base customers”). Net revenue retention rate is calculated by dividing the current quarter Recurring Revenue related to base customers by the total corresponding quarter Recurring Revenue from one year ago.
Recurring Revenue: Consists of the revenue for the period from our traditional maintenance plans, our subscription plan offerings, and certain Other revenue. It excludes subscription revenue related to 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.
Recurring revenue acquired with the acquisition of a business is captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation. Remaining Performance Obligations (RPO): The sum of total short-term, long-term, and unbilled deferred revenue.
The new transaction model is anticipated to help customers with enhanced control and time savings through self-service, consistent pricing, and a more personalized buying experience. Also, it will give partners and Autodesk access to essential data to improve our offerings and the customers’ buying experience.
In fiscal 2025, we transitioned most of our indirect business to the new transaction model in our major markets. The new transaction model helps customers with enhanced control and time savings through self-service, consistent pricing, and a more personalized buying experience.
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.
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, our subscription plan offerings, and certain Other revenue. It excludes subscription revenue related to third-party products.
In addition to competitive base pay 13 Table of Contents and opportunities to receive short-term incentives, all our employees are eligible to participate in our long-term plans. We also have comprehensive health and wellness benefits, a generous time off program, an employee stock purchase plan, sabbaticals, retirement plans, financial support programs, financial tools and education, and an employee assistance program.
We also have comprehensive health and wellness benefits, a generous time off program, an employee stock purchase plan, sabbaticals, retirement plans, financial support programs, financial tools and education, and an employee assistance program. ACQUISITIONS We acquired new technology or supplemented our existing technology by purchasing businesses or technology related assets focused in specific markets or industries.
With the continued growth of our online Autodesk branded store, the transition to annual billings for multi-year contracts and the introduction of our new transaction model, we will be decreasing our sales through value-added resellers and distributors and transacting directly with more end customers without substantial disruption to our revenue.
With the continued growth of our online Autodesk branded store and our new transaction model, we are transacting directly with more end customers, rather than through distributors, without substantial disruption to our revenue. Our ability to effectively distribute our products depends in part upon the financial and business condition of our distributor, reseller and Solution Provider networks.
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 works councils. We have never experienced any work stoppages and believe our employee relations are strong.
As of January 31, 2025, we employed approximately 15,300 people, an increase from approximately 14,100 employees as of the end of fiscal year 2024. 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 works councils.
ACQUISITIONS 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, 2024, 2023 and 2022, we acquired companies accounted for as business combinations. The acquisitions during fiscal 2024 and 2023 were not individually significant.
For the fiscal years ended January 31, 2025, 2024 and 2023, we acquired companies accounted for as business combinations. The acquisitions during both fiscal 2024 and 2023 were not individually significant. The following were significant acquisitions for fiscal year 2025. Date of closing Company Details May 2024 Aether Media, Inc.
Education Autodesk is committed to helping students gain the in-demand skills and certifications needed to demonstrate they are prepared for current and emerging roles in the industries we serve. We offer free educational licenses of Autodesk’s complete portfolio of professional software to verified students, educators, and accredited educational institutions worldwide.
These programs align with our operational priorities and long-term growth strategy. We aim to maintain our commitments, fostering trust with stakeholders and enabling compliance with global regulations. Education Autodesk is committed to helping students gain the in-demand skills and certifications needed to demonstrate they are prepared for current and emerging roles in the industries we serve.
In connection with the transition agreements, we intend to increase our selling efforts with value-added resellers and Solution Providers in connection with our new transaction model. Consequently, we believe our business is not substantially dependent on TD Synnex or Ingram Micro. No other distributor, reseller, or direct customer accounted for 10% or more of our revenue.
In the third fiscal quarter of 2025, we entered into a new distribution agreement with TD Synnex for government business in certain jurisdictions. Existing distribution agreements will continue in emerging markets. We have increased our selling efforts with Solution Providers in connection with our new transaction model. Consequently, we believe our business is not substantially dependent on TD Synnex.
Customers may also obtain our software through media such as DVDs and USB flash drives available from multiple sources. TALENT AND HUMAN CAPITAL MANAGEMENT Our employees play a central role in the success of our long-term strategy.
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.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PROGRAMS Impact at Autodesk Autodesk is committed to advancing a more sustainable, resilient, and equitable world. We don’t believe in waiting for progress, we believe in making it.
We also support our resellers and distributors through technical product training, sales training classes, webinars, and other knowledge-sharing programs. GOVERNANCE AND IMPACT PROGRAMS Impact at Autodesk Autodesk is committed to advancing a more sustainable, resilient, and inclusive world.
We regularly assess the evolving issues around climate and inequality and respond accordingly.
We regularly assess risks and opportunities in this area and respond accordingly.
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Manufacturing (“MFG”) • Fusion (Formerly Fusion 360) 6 Table of Contents Fusion is the first 3D CAD, CAM, and computer-aided engineering (“CAE”) tool of its kind.
Added
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. • Tandem Tandem is a cloud-based platform that transforms the built asset lifecycle. Tandem helps AECO firms harness BIM data throughout the project lifecycle to create and hand over a digital twin.
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Dependent upon successful implementation in Australia, we intend to transition our indirect business to the new transaction model more broadly for most of our subscription offerings in North America and certain countries in Europe, Middle East, and Africa (“EMEA”) and Asia Pacific (“APAC”) during fiscal 2025 and fiscal 2026.
Added
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.
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Revenue through our largest distributor, TD Synnex Corporation and its global affiliates (collectively, “TD Synnex”), accounted for 39%, 37%, and 36% of our net revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. Ingram Micro Inc.
Added
We connect with our audiences through scalable marketing strategies such as webinars, live and virtual events, personalized outreach, digital campaigns, sponsorships, and targeted advertising across industry publications, technology platforms, media outlets, and social networks. We also foster global user networks and online communities, enabling customers to connect, collaborate, and share insights about our products, services, and solutions.
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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.
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Diversity and Belonging Autodesk views our culture, diversity, and belonging efforts as directly linked to high performance and unlocking human ingenuity. Our commitment to maintaining a global workforce is grounded in our values and how we work, being inclusive, respectful, and collaborative.
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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.
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Our culture seeks to enable Autodesk employees to do their best work, innovate, contribute to the success of our company, and prosper. We believe there are markets for talent that remain untapped or underutilized, which drives our sourcing and networking efforts.
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See Item 1A, “Risk Factors,” for further discussion of risks related to protecting our intellectual property. 12 Table of Contents 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.
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We do this by widening our talent pipelines to attract and retain the most capable, skilled, and top-tier professionals from all backgrounds. This strategy strengthens our ability to meet and speak to an ever-expanding and diverse customer base, fueling our competitive edge, increasing customer trust, and driving sustainable growth and success in a dynamic global marketplace.
Removed
Diversity and Belonging Autodesk is committed to building and maintaining a diverse workforce and a culture of belonging where all employees have equitable opportunities to succeed and contribute. We have developed and embedded a holistic global Diversity and Belonging (“D&B”) strategy into all that we do.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

101 edited+23 added−14 removed184 unchanged
Biggest changeHackers regularly have targeted our systems, offerings, services, and applications, and we expect them to do so in the future.
Biggest changeDespite these efforts, we have been subject to security breaches and incidents, and we face the risks of them occurring in the future, as well as the risks of delays and other difficulties in identifying, responding to, or remediating security breaches or incidents. 24 Table of Contents Hackers regularly have targeted our systems, offerings, services, and applications, and we expect them to do so in the future.
The extent to which these challenges will impact our financial condition or results of operations is still uncertain and will continue to depend on developments such as the impact of these challenges on our customers, vendors, distributors, and resellers, such as the supply chain disruption and resulting inflationary pressures and global labor shortage that we have seen recently, material scarcity, as well as other factors; actions taken by governments, businesses, and consumers in response to these challenges; speed and timing of economic recovery, including in specific geographies; 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; wars and armed conflicts, including the ongoing wars between the Ukraine and Russia and between Israel and Hamas; foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow.
The extent to which these challenges will impact our financial condition or results of operations is still uncertain and will continue to depend on developments such as the impact of these challenges on our customers, vendors, distributors, and resellers, such as the supply chain disruption and resulting inflationary pressures and global labor shortage that we have seen recently, material scarcity, as well as other factors; actions taken by governments, businesses, and consumers in response to these challenges; speed and timing of economic recovery, including in specific geographies; 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; wars and armed conflicts, including the ongoing wars between Ukraine and Russia and between Israel and Hamas; foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow.
Security breaches or incidents could disrupt the proper functioning of our systems, solutions, offerings, applications, or services; cause errors in the output of our customers’ work; allow unauthorized access to or unauthorized use, disclosure, modification, loss, unavailability, or destruction of, sensitive data or intellectual property, including proprietary or confidential information of ours or our customers; or cause other destructive or disruptive outcomes.
Security breaches or incidents disrupt the proper functioning of our systems, solutions, offerings, applications, or services; cause errors in the output of our customers’ work; allow unauthorized access to or unauthorized use, disclosure, modification, loss, unavailability, or destruction of, sensitive data or intellectual property, including proprietary or confidential information of ours or our customers; or cause other destructive or disruptive outcomes.
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.
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, including sales leadership personnel, could make it difficult to meet key objectives, such as timely and effective product introductions and financial goals.
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; • the potential that acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation; • potential additional exposure to economic, tax, currency, political, legal, and regulatory risks and liabilities, including 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.
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; • the potential that acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation; • potential additional exposure to economic, tax, currency, political, legal, and regulatory risks and liabilities, including risks associated with specific countries; and 18 Table of Contents • the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business.
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: • 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; • 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; • shift to named-user plans and annual billing of multi-year contracts, which impacted the timing of our billings and cash collections in fiscal year 2024 and which is expected to continue into fiscal year 2025; • our ability to successfully introduce and expand new transaction models such as FLEX; • 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; 20 Table of Contents • 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 • failure to appropriately estimate the scope of services under consulting arrangements.
In addition to the other risks described in these risk factors, some of the factors that have in the past caused and could in the future cause our financial results, key metrics, and other operating metrics to fluctuate include: • general market, economic, business, and political conditions in Europe, APAC, and emerging economies, 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; • 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; 20 Table of Contents • shift to named-user plans and annual billing of multi-year contracts, which impacted the timing of our billings and cash collections in fiscal year 2024 and 2025 and which is expected to continue into fiscal year 2026; • our ability to successfully introduce and expand new transaction models such as Flex; • 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 AECO, 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; • regulatory compliance costs; and • failure to appropriately estimate the scope of services under consulting arrangements.
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 applicable sanctions or export control laws can result in fines or penalties.
Complying with export controls and sanctions laws and regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. Violations of applicable sanctions or export control laws or regulations can result in fines or penalties.
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.
Maintenance of our indebtedness, contractual restrictions, and additional issuances of indebtedness could: 32 Table of Contents • 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.
Data processing in the UK is now governed by the UK General Data Protection Regulation and supplemented by other domestic data protection laws, such as the UK Data Protection Act 2018, which authorizes fines of up to £17.5 million or 4% of annual global revenue, whichever is higher. We are also exposed to potentially divergent enforcement actions for certain violations.
Personal data processing in the UK is governed by the UK General Data Protection Regulation and supplemented by other domestic data protection laws, such as the UK Data Protection Act 2018, which authorizes fines of up to £17.5 million or 4% of annual global revenue, whichever is higher. We are also exposed to potentially divergent enforcement actions for certain violations.
During the transition period, we believe the resellers and end users who currently purchase our products through TD Synnex and Ingram Micro will be able to continue to do so, and following the transition period, we believe such end users will be able to continue to purchase our products from certain value-added resellers or directly from Autodesk, in each case under substantially the same terms and without substantial disruption to our revenue.
During the transition period, we believe the resellers and end users who currently purchase our products through TD Synnex and Ingram Micro will be able to continue to do so, and following the transition period, we believe such end users will be able to continue to purchase our products from certain resellers or directly from Autodesk, in each case under substantially the same terms and without substantial disruption to our revenue.
This could include U.S. and foreign tax law developments related to changes to long-standing tax principles arising from proposals made by the Organization for Economic Co-operation and Development that seek to allocate greater taxing rights to countries where customers are located and establish a global minimum tax rate of 15%.
This could include U.S. and foreign tax law developments related to changes to long-standing tax principles arising from proposals made by the Organisation for Economic Co-operation and Development that seek to allocate greater taxing rights to countries where customers are located and establish a global minimum tax rate of 15%.
In addition, the CPRA and many of the other new state laws addressing privacy and information security, including those that have become or will become effective in 2023, provide for 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.
In addition, the CPRA and many other new state laws addressing privacy and information security, including those that have become or will become effective in 2025, provide for 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.
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.
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 controls and sanctions compliance requirements in our channel partner agreements.
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 (both with new and existing customers), costs related to product defects, and large expenditures. • 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. • Challenges relating to the proper management and governance of our use of AI 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, and is subject to service disruptions, degradations, outages or other performance problems. • Increasing regulatory focus on privacy, data protection, and information security 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.
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 (both with new and existing customers), costs related to product defects, and large expenditures. • 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. • Our strategy and expectations regarding the expected benefits, timing and costs associated with our restructuring plan. • Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market causing the market price of our stock to decline. • Challenges relating to the proper management and governance of our use of AI 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, and is subject to service disruptions, degradations, outages or other performance problems. 16 Table of Contents • Increasing regulatory focus on privacy, data protection, and information security 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.
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 2023 and 2024.
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 2024 and 2025.
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.
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, our transition of multi-subscription plans to named-user plans and our new transaction model.
The escalation of protectionist or retaliatory trade measures in either the United States or any other countries in which we do business, such as announcing sanctions, a change in tariff 19 Table of Contents structures, export compliance, or other trade policies, may increase the cost of, or otherwise interfere with, the conduct of our business, and could have a material adverse effect on our operations and business outlook.
The escalation of protectionist or retaliatory trade measures in either the United States or any other countries in which we do business, such as announcing sanctions, 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, and could have a material adverse effect on our operations and business outlook.
Some open source software licenses require end-users, who distribute or make available across a network software and services that include open source software, to make publicly available or to license all or part of such software (which in some circumstances could include valuable proprietary code, such as modifications or derivative works created, based upon, incorporating, or using the open source software) under the terms of the particular open source license.
Some open source software licenses require end-users, who distribute or make available across a network software and services that include open source software, to make publicly available or to license all or part of such software (which in some circumstances could include valuable proprietary code, such as modifications or derivative works created, based upon, incorporating, or using the open source software) under 25 Table of Contents the terms of the particular open source license.
These existing risks are compounded given the shift in recent years to work-from-home arrangements for a large population of employees and contractors, as well as employees and contractors of our third-party technology providers and vendors, and the risks could also be elevated in connection with the ongoing war between Ukraine and Russia as we and our third-party technology providers and vendors are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Russian actors against U.S.-based companies.
These existing risks are compounded given the shift in recent years to work-from-home arrangements for a large population of employees and contractors, as well as employees and contractors of our third-party technology providers and vendors, and the risks could also be elevated in connection with the ongoing wars between Ukraine and Russia and between Israel and Hamas as we and our third-party technology providers and vendors are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Russian actors against U.S.-based companies.
Also, if any of our assumptions about our end users, value added resellers, distributors, or agents or our direct selling capabilities proves incorrect, these changes could harm our business. This could, in turn, negatively impact our financial results.
Also, if any of our assumptions about our end users, resellers, distributors, or agents or our direct selling capabilities proves incorrect, these changes could harm our business. This could, in turn, negatively impact our financial results.
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.
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 19 Table of Contents and other countries in which we do business.
As the enforcement landscape further develops, and depending on the impacts of these rulings and other developments with respect to cross-border data transfer, we could suffer additional costs, complaints and/or regulatory investigations or fines, have to stop using certain tools and vendors, and make other operational changes.
As the enforcement landscape further develops, 29 Table of Contents and depending on the impacts of these rulings and other developments with respect to cross-border data transfer, we could suffer additional costs, complaints and/or regulatory investigations or fines, have to stop using certain tools and vendors, and make other operational changes.
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.
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 controls and sanctions laws and regulations.
These events could have a material adverse effect on our financial results. 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.
These events could have a material adverse effect on our financial results. 27 Table of Contents 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.
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. 30 Table of Contents We may face intellectual property infringement claims that could be costly to defend and result in the loss of significant rights.
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.
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, 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; • 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.
The market price for our common stock has in the past been, and in the future 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, 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; 22 Table of Contents • 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; • 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; • actions by activist shareholders or others, and our response to such actions; and • other factors, including factors unrelated to our operating performance, such as instability affecting the economy or the operating performance of our competitors.
Additionally, our offerings based on AI may expose us to additional lawsuits and regulatory investigations and subject us to legal liability as well as brand and reputational harm.
Additionally, our offerings based on AI may expose us to additional lawsuits and regulatory investigations and other proceedings and subject us to legal liability as well as brand and reputational harm.
Our customers include government entities, including the U.S. federal 17 Table of Contents 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.
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.
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. Contracting with government entities exposes us to additional risks inherent in the government procurement process.
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. 31 Table of Contents Contracting with government entities exposes us to additional risks inherent in the government procurement process.
Our offerings are subject to 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 applicable sanctions.
Our offerings are subject to export controls and economic sanctions laws and regulations that prohibit the delivery of certain solutions and services without the required export authorizations or the export to locations, governments, and persons 30 Table of Contents targeted by applicable sanctions.
Unsuccessful implementation of hardware or software updates and improvements could result in disruption in our business operations, loss of customers, loss of revenue, errors in our accounting and financial reporting, or damage to our reputation, all of which could harm our business.
Unsuccessful implementation of hardware or software updates and improvements 26 Table of Contents 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.
Any perception of our practices, products, offerings, or services as a violation of individual privacy or data protection rights may subject us to public criticism, lawsuits, reputational harm, or investigations, claims, demands, or other proceedings by regulators, industry groups or other third parties, all of which could disrupt or adversely impact our business and expose us to increased liability.
Any perception of our practices, products, offerings, or services as a violation of individual privacy or data protection rights may subject us to public criticism, lawsuits, reputational harm, or investigations, claims, demands, or other proceedings by regulators, industry groups or other third parties, all of which could disrupt or adversely impact our business and expose us to fines, penalties, and other liabilities.
Several other countries, including China, Australia, New Zealand, Brazil, and Japan, have also established specific legal requirements for cross-border data transfers. There is also an increasing trend towards data localization policies. For example, in 2021, China introduced localization requirements for certain data. Other countries, such as India, also are considering data localization requirements.
Several other countries, including China, Australia, New Zealand, Brazil, and Japan, have also established specific legal requirements for cross-border data transfers. There is also an increasing trend towards data localization policies. For example, China and India have introduced localization requirements for certain data. Other countries also are considering data localization requirements.
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.
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.
Moreover, because the interpretation and application of many laws, regulations, and other actual and asserted obligations relating to privacy, data protection, and information security are uncertain, it is possible that these laws, regulations, and obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products, offerings, and services.
Moreover, because the interpretation and application of many laws, regulations, and other actual and asserted obligations relating to privacy, data protection, and cybersecurity are uncertain, it is possible that these laws, regulations, and obligations may be interpreted and applied in a manner that is inconsistent with our practices or the features of our products, offerings, and services.
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 • other factors beyond our control, including popular uprisings, terrorism, war (including the ongoing wars between the Ukraine and Russia and between Israel and Hamas, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), natural disasters, and diseases and pandemics, such as COVID-19.
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 • other factors beyond our control, including popular uprisings, terrorism, war (including any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), natural disasters, and diseases and pandemics.
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 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. 34 Table of Contents We are involved in legal proceedings and receive inquiries from regulatory agencies.
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 64% and 66% of our net revenue for fiscal 2024 and 2023, respectively.
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 64% of our net revenue for both fiscal 2025 and 2024.
During October 2022, we entered into 26 Table of Contents a transition agreements with each of TD Synnex and Ingram Micro to provide transition distribution activities for a one-to-two-year period, with potential extensions. In connection with such transition agreements, we intend to increase our selling efforts with value-added resellers and agents.
During October 2022, we entered into a transition agreements with each of TD Synnex and Ingram Micro to provide transition distribution activities for a one-to-two-year period, with potential extensions. In connection with such transition agreements, we intend to increase our selling efforts with resellers and agents.
Risks inherent in our international operations include: • economic volatility; • tariffs, quotas, and other trade barriers and restrictions, including any political or economic responses and counter-responses or otherwise by various global actors to the ongoing wars between the Ukraine and Russia and between Israel and Hamas; • 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.
Risks inherent in our international operations include: • economic volatility; • tariffs, quotas, and other trade barriers and restrictions, geopolitical conflicts, and any political or economic responses and counter-responses thereto by various global actors; • 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.
This in turn could adversely affect our business and financial performance. 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.
This in turn could adversely affect our business and financial performance. Global economic and political conditions may further impact our industries, business, and financial results. 17 Table of Contents Our overall performance depends largely upon domestic and worldwide economic and political conditions.
We are increasingly building AI into many of our offerings. We expect to rely on AI technologies to help drive future growth in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AI or at all. We may also fail to properly implement or market our AI offerings.
We expect to rely on AI technologies to help drive future growth in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AI or at all. We may also fail to properly implement or market our AI offerings.
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 (including the ongoing wars between the Ukraine and Russia and between Israel and Hamas, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), or business interruption from epidemics or pandemics, or the fear of such events, could adversely impact our business, financial results, and financial condition.
The failure of our systems or hosted computer services due to a catastrophic event, such as an earthquake, fire, flood, tsunami, weather event, other climate-related events (such as drought, water security, heat waves, cold waves, and poor air quality), telecommunications failure, power failure, cyber-attack, terrorism or war (including the ongoing wars between Ukraine and Russia and between Israel and Hamas, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), or business interruption from epidemics or pandemics, or the fear of such events, could adversely impact our business, financial results, and financial condition.
All of these factors continue to evolve and remain uncertain at this time, and some of these factors are not within our control. 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, which we have seen recently in certain countries including China.
All of these factors continue to evolve and remain uncertain at this time, and some of these factors are not within our control. 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.
Any security breach or incident suffered, or believed to have been suffered, by us or by our technology providers or vendors could result in harm to our reputation and competitive position, difficulty attracting new customers, retaining existing customers, and securing payment from customers, our expenditure of significant capital and other resources to evaluate and alleviate the security incident and to try to prevent further or additional incidents, and regulatory inquiries, investigations, and other proceedings, private claims, demands, and lawsuits, and other potential liability.
Any security breach or incident suffered, or believed to have been suffered, by us or by our technology providers or vendors could result in harm to our reputation and competitive position, difficulty attracting new customers (including government customers), retaining existing customers, and securing payment from customers, our expenditure of significant capital and other resources to evaluate and alleviate the security incident and to try to prevent further or additional incidents, and regulatory inquiries, investigations, and other proceedings, private claims, demands, lawsuits, potential liability, and the potential loss of our authorization under the Federal Risk and Authorization Management Program (“FedRAMP”).
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.
These fluctuations have in the past caused and could in the future 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, we and certain of our officers and directors have been named in a purported shareholder class action arising out of our announcement of the investigation. For additional discussion, see Item 3. Legal Proceedings and Note 11 to our Consolidated Financial Statements.
In addition, we and certain of our officers and directors have been named in purported shareholder litigation arising out of our announcement of the investigation. For additional discussion, see Part I, Item 3. Legal Proceedings and Note 11 to our Consolidated Financial Statements.
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.
Government regulation addressing AI ethics or other aspects of the development or use of AI 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.
To date, such identified security events have not been material or significant to us or our customers, including to our reputation or business operations, or had a material financial impact, but there can be no assurance that future cyberattacks will not be material or significant.
To date, we have not considered any such identified security events as material to us, including to our reputation or business operations, or had a material financial impact, but there can be no assurance that future cyberattacks will not be material or otherwise significant.
The loss of licenses to, or inability to support, maintain, and enhance any such software could result in 27 Table of Contents 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.
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.
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.
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 incurred significant expenses, including audit, legal, consulting and other professional fees, in connection with the investigation, and we could be forced to incur additional time and expense as a result of the investigation.
The results of that investigation were announced on May 31, 2024. We have incurred significant expenses, including audit, legal, consulting and other professional fees, in connection with the investigation, and we could be forced to incur significant additional time and expense as a result of the investigation.
War, including the ongoing wars between the Ukraine and Russia and between Israel and Hamas, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business. Any of these events could harm our business, results of operations, and financial condition.
War, geopolitical conflicts, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business. Any of these events could harm our business, results of operations, and financial condition.
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.
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.
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.
As the global economy has changed and our business has evolved, we have seen an increase in litigation activity and regulatory inquiries.
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.
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.
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 (both with new and existing customers), costs related to product defects, and large expenditures, each of which may result in no additional net revenue or decreased net revenue. 16 Table of Contents The software industry is characterized by rapid technological changes as well as changes in customer requirements and preferences.
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 (both with new and existing customers), costs related to product defects, and large expenditures, each of which may result in no additional net revenue or decreased net revenue.
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.
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.
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.
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 may, in addition to other impacts, experience additional costs associated with increased compliance burdens and be required to engage in new contract negotiations with third parties that aid in processing personal data on our behalf or localize certain personal data. On March 25, 2022, the United States and EU announced an “agreement in principle” to replace the EU-U.S.
We may, in addition to other impacts, experience additional costs associated with increased compliance burdens and be required to engage in new contract negotiations with third parties that aid in processing personal data on our behalf or localize certain personal data.
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 Tax Act and the CARES Act, including for our prior tax years.
Due to the complexity and varying interpretations of new and existing tax laws, the U.S. Department of Treasury and other standard-setting bodies have issued 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, including for our prior tax years.
On February 2, 2022, the UK’s Information Commissioner’s Office issued new standard contractual clauses to support personal data transfers out of the UK (“UK SCCs”), which became effective March 21, 2022.
On February 2, 2022, the UK’s Information Commissioner’s Office issued new standard contractual clauses to support personal data transfers out of the UK (“UK SCCs”), which became effective March 21, 2022. Following issuance of a U.S. executive order, a new framework, the EU-U.S. Data Privacy Framework (“DPF”) was created.
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, regulatory investigation, fines, and potential liability, and our financial results could be negatively impacted. 25 Table of Contents 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.
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, regulatory investigation, fines, and potential liability, and our financial results could be negatively impacted.
We may, in addition to other impacts, be required to expend significant time and resources to update our contractual arrangements and to comply with new obligations, and we face exposure to regulatory actions, substantial fines and injunctions in connection with transfers of personal data from the EU. 28 Table of Contents In addition, the United Kingdom’s (“UK”) exit from the EU, and ongoing developments in the UK, have created uncertainty with regard to data protection regulation in the UK.
We may, in addition to other impacts, be required to expend significant time and resources to update our contractual arrangements and to comply with new obligations, and we face exposure to regulatory actions, substantial fines and injunctions in connection with transfers of personal data from the EU or other regions.
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 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.
Of our distributors, TD Synnex accounted for 39% and 37% of our total net revenue for fiscal 2024 and 2023, respectively, and Ingram Micro accounted for 7% and 9% of our total net revenue for fiscal 2024 and 2023, respectively.
Of our distributors, TD Synnex accounted for 33% and 39% of our total net revenue for fiscal 2025 and 2024, respectively, and Ingram Micro, Inc. (“Ingram Micro”) accounted for 5% and 7% of our total net revenue for fiscal 2025 and 2024, respectively.
Our debt service obligations may adversely affect our financial condition and cash flows from operations. 31 Table of Contents We have $2.30 billion of principal debt, consisting of notes due at various times from June 2025 to December 2031, as of January 31, 2024, as described in Part II, Item 8.
We have $2.30 billion of principal debt, consisting of notes due at various times from June 2025 to December 2031, as of January 31, 2025, as described in Part II, Item 8.
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 security breach or incident, and our financial performance could be negatively impacted. 24 Table of Contents 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 incident.
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 security breach or incident, and our financial performance could be negatively impacted.
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. 34 Table of Contents 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 intangible assets, the realizability of deferred tax assets, and the fair value of stock awards.
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 intangible assets, the realizability of deferred tax assets, and the fair value of stock awards.
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 challenged by tax authorities and may have a significant impact on our effective tax rate and cash taxes.
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 challenged by tax authorities and, if our positions are not sustained, may have a significant impact on our effective tax rate and cash taxes. 33 Table of Contents 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.
Our effective tax rate is primarily based on our geographic mix of earnings; statutory rates; stock-based compensation; 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.
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 geographic mix of earnings; statutory rates; stock-based compensation; intercompany arrangements, including the manner we develop, value, and license our intellectual property; and enacted tax rules.
The scope of these laws and regulations is rapidly evolving, subject to differing interpretations, may be inconsistent among jurisdictions, or conflict with other rules and is likely to remain uncertain for the foreseeable future.
As a result, federal, state, and global laws relating to privacy, data protection, and information security apply to Autodesk’s personal data and personal information processing activities. The scope of these laws and regulations is rapidly evolving, subject to differing interpretations, may be inconsistent among jurisdictions, or conflict with other rules and is likely to remain uncertain for the foreseeable future.
As previously disclosed on April 1, 2024, the Audit Committee commenced an internal investigation with the assistance of outside counsel and advisors, regarding Autodesk’s free cash flow and non-GAAP operating margin practices. The results of that investigation were announced on May 31, 2024.
The Audit Committee internal investigation has been time-consuming and expensive, has resulted in the filing of lawsuits, and may result in additional expense and/or litigation. As previously disclosed on April 1, 2024, the Audit Committee commenced an internal investigation with the assistance of outside counsel and advisors, regarding Autodesk’s free cash flow and non-GAAP operating margin practices.
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.
Both new and existing 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, the United States Attorney’s Office for the Northern District of California contacted us regarding the Audit Committee investigation. We cannot guarantee that we will not receive inquiries from other regulatory authorities regarding the investigation, or that we will not be subject to future claims, investigations or proceedings.
We cannot guarantee that we will not receive inquiries from other regulatory authorities regarding the investigation, or that we will not be subject to future claims, investigations or proceedings.
In addition, there is continued instability of international personal data transfer legal mechanisms that are complex, uncertain, and subject to active litigation and enforcement actions in a number of jurisdictions around the world.
In addition, there is continued instability of international personal data transfer legal mechanisms that are complex, uncertain, and subject to active litigation and enforcement actions in a number of jurisdictions around the world. For example, on June 4, 2021, the European Commission published a new set of modular standard contractual clause (“SCCs”), which became effective on June 29, 2021.
DPF will be appropriate for us to utilize. The EU-U.S. DPF may be subject to legal challenges from privacy advocacy groups or others, and the European Commission’s adequacy decision regarding the EU-U.S. DPF provides that the EU-U.S.
However, the DPF has been subject to a legal challenge, and it, the UK DPF Extension, and the Swiss-U.S. DPF may be subject to legal challenges in the future from privacy advocacy groups or others. Further, the European Commission’s adequacy decision regarding the EU-U.S. DPF provides that the EU-U.S.
Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand our customers. 29 Table of Contents Governments, regulators, plaintiffs’ attorneys, privacy advocates have increased their focus on how companies collect, process, use, store, share, and transmit personal data and personal information.
Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand our customers.
We devote significant resources in an effort to maintain the security and integrity of our systems, offerings, services, and applications (online, mobile, and desktop). Despite these efforts, we may not prevent security breaches or incidents, and we may face delays or other difficulties in identifying, responding to, or remediating security breaches or incidents.
We devote significant resources in an effort to maintain the security and integrity of our systems, offerings, services, and applications (online, mobile, and desktop).
We cannot predict what losses we may incur in these litigation matters, and contingencies related to our obligations under the federal and state securities laws, or in other legal proceedings or governmental investigations or proceedings related to these matters. 23 Table of Contents Any legal proceedings, if decided adversely to us, could result in significant monetary damages, penalties and reputational harm, and will likely involve significant defense and other costs.
We cannot predict what losses we may incur in these litigation matters, and contingencies related to our obligations under the federal and state securities laws, or in other legal proceedings or governmental investigations or proceedings related to these matters.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur board of directors is responsible for monitoring and assessing strategic risk exposure. The board’s Audit Committee oversees the management of cybersecurity risks relating to financial, accounting, and internal control matters. The full board receives regular updates from our senior management and outside advisors regarding cybersecurity risks Autodesk faces.
Biggest changeGovernance One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing strategic risk exposure. The board’s Audit Committee oversees the management of cybersecurity risks relating to financial, accounting, and internal control matters.
Our Chief Trust Officer provides quarterly briefings to the Audit Committee regarding our cybersecurity risks and state of our Trust program, including recent cybersecurity incidents and related responses, cybersecurity systems testing, and data protection initiatives and metrics. Our Audit Committee regularly updates the board of directors on such reports.
Our Chief Trust Officer provides quarterly briefings to the Audit Committee regarding our cybersecurity risks and state of our Trust program, including recent cybersecurity incidents and related responses, cybersecurity systems testing, and data 36 Table of Contents protection initiatives and metrics. Our Audit Committee regularly updates the board of directors on such reports.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Autodesk has established policies and processes for assessing, treating, and managing material risk from cybersecurity threats based on relevant industry standards. These policies and processes are reviewed and updated at least annually. We have integrated these processes into our overall risk management systems and processes.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Autodesk has established policies and processes for assessing, treating, and managing material risk from cybersecurity threats based on relevant industry standards. These policies and processes are reviewed and updated at least annually. We have 35 Table of Contents integrated these processes into our overall risk management systems and processes.
Our Chief Trust Officer has more than twenty years of cybersecurity leadership experience, including serving in similar roles leading cybersecurity programs at other public companies. Our Chief Trust Officer oversees our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.
Our Chief Trust Officer is responsible for assessing and managing material risks from cybersecurity threats. Our Chief Trust Officer has more than twenty years of cybersecurity leadership experience, including serving in similar roles leading cybersecurity programs at other public companies. Our Chief Trust Officer oversees our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factors entitled “Risks Relating to Our Operations”. 35 Table of Contents Governance One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factors under the heading “Risks Relating to Our Operations”.
Our Enterprise Risk Management function is responsible for identifying, prioritizing, and mitigating risks that could limit Autodesk's achievement of its strategic and operational priorities. Our executive officers are responsible for the day-to-day assessment and management of these risks. Our Chief Trust Officer is responsible for assessing and managing material risks from cybersecurity threats.
The full board receives regular updates from our senior management and outside advisors regarding cybersecurity risks Autodesk faces. Our Enterprise Risk Management function is responsible for identifying, prioritizing, and mitigating risks that could limit Autodesk's achievement of its strategic and operational priorities. Our executive officers are responsible for the day-to-day assessment and management of these risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES We lease approximately 1,400,000 square feet of office space in 88 locations in the United States and internationally through our foreign subsidiaries. Our executive offices and corporate headquarters are in leased office space in San Francisco, California.
Biggest changeITEM 2. PROPERTIES We lease approximately 1,300,000 square feet of office space in 87 locations in the United States and internationally through our foreign subsidiaries. Our executive offices and corporate headquarters are in leased office space in San Francisco, California.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe action purports to be brought on behalf of those who purchased or otherwise acquired the Company’s publicly traded securities between June 1, 2023 and April 16, 2024, and seeks unspecified damages and other relief. The case is in its early stages and a lead plaintiff has yet to be appointed.
Biggest changeOn July 10, 2024, the Court appointed a lead plaintiff in the action, and an amended complaint was filed on September 16, 2024. The action purports to be brought on behalf of those who purchased or otherwise acquired the Company’s securities between February 23, 2023 and April 16, 2024, and seeks unspecified damages and other relief.
At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. On April 24, 2024, plaintiff Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against the Company, our Chief Executive Officer Andrew Anagnost, and our former Chief Financial Officer, Deborah L. Clifford.
At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. On April 24, 2024, Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against Autodesk, our Chief Executive Officer, Andrew Anagnost, and our former Chief Financial Officer, Deborah L. Clifford.
In addition, on June 7, 2024, a purported stockholder derivative complaint was filed in the United States District Court for the Northern District of California, naming our current directors and our Chief Strategy Officer as defendants and our company as a nominal defendant.
In addition, on June 7, 2024, a purported stockholder derivative complaint was filed in the United States District Court for the Northern District of California, naming our directors at the time of the complaint and our Chief Strategy Officer as defendants and our company as a nominal defendant.
On April 3, 2024, the United States Attorney’s Office for the Northern District of California (“USAO”) contacted the Company regarding the Internal Investigation. The Company voluntarily provided the SEC and USAO with certain documents relating to the Internal Investigation and will continue to 36 Table of Contents cooperate with the SEC and USAO.
On April 3, 2024, the United States Attorney’s Office for the Northern District of California (“USAO”) contacted the Company regarding the Internal Investigation. The Company voluntarily provided the SEC and USAO with certain documents relating to the Internal Investigation and will continue to cooperate with the SEC and USAO.
The complaint, which was filed shortly after the Company’s announcement of the Audit Committee of the Board of Directors’ internal investigation regarding the Company’s free cash flow and non-GAAP operating margin practices, generally alleges that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder.
The complaint, which was filed shortly after Autodesk’s announcement of the Internal Investigation, generally alleges that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder.
At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.
On November 25, 2024, defendants filed a motion to dismiss the complaint. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.
Removed
The action is captioned Michael Barkasi v. Autodesk, Inc. et al., 3:24-cv-02431.
Added
A second purported stockholder derivative complaint naming the same defendants was filed in the Northern District of California on June 25, 2024.
Added
The complaint in that case generally alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5, Section 20(a) of the Exchange Act, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution, also based on similar underlying allegations contained in the purported federal securities class action described above.
Added
On October 29, 2024, the Court consolidated and stayed the two stockholder derivative actions. A third purported stockholder derivative complaint naming the same defendants was filed in the District of Delaware on February 14, 2025.
Added
This complaint generally alleges contribution under Section 10(b) of the Exchange Act and Rule 10b-5, Sections 14(a) and 20(a) of the Exchange Act, breach of fiduciary duties for insider 37 Table of Contents selling and misappropriation of information, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, also based on similar underlying allegations contained in the purported federal securities class action described above.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) These amounts correspond to the plan publicly announced and approved by the Board of Directors in November 2022 that authorized the repurchase of $5 billion. At January 31, 2024, $4.74 billion remained available for repurchase under the November 2022 repurchase program. The plan does not have a fixed expiration date.
Biggest change(2) These amounts correspond to the plans publicly announced and approved by the Board of Directors in November 2022 and November 2024 that authorized the repurchase of $5 billion and $5 billion, respectively. At January 31, 2025, $3.88 billion and $5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs, respectively.
Comparison of Five Year Cumulative Total Stockholder Return (1) ___________________ (1) Assumes $100 invested on January 31, 2019, in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, Standard & Poor’s North American Technology Software Index, and the Dow Jones U.S. Software Index with reinvestment of all dividends.
Comparison of Five Year Cumulative Total Stockholder Return (1) ___________________ (1) Assumes $100 invested on January 31, 2020, in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, Standard & Poor’s North American Technology Software Index, and the Dow Jones U.S. Software Index with reinvestment of all dividends.
SALES OF UNREGISTERED SECURITIES There were no sales of unregistered securities during the three months ended January 31, 2024. 38 Table of Contents COMPANY STOCK PERFORMANCE The following graph shows a five-year comparison of cumulative total return (equal to dividends plus stock appreciation) for our common stock, the Standard & Poor’s 500 Stock Index, the Standard & Poor’s North American Technology Software Index, and the Dow Jones U.S.
SALES OF UNREGISTERED SECURITIES There were no sales of unregistered securities during the three months ended January 31, 2025. 39 Table of Contents COMPANY STOCK PERFORMANCE The following graph shows a five-year comparison of cumulative total return (equal to dividends plus stock appreciation) for our common stock, the Standard & Poor’s 500 Stock Index, the Standard & Poor’s North American Technology Software Index, and the Dow Jones U.S.
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 share repurchase programs do 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.
STOCKHOLDERS As of January 31, 2024, the number of common stockholders of record was 286. 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.
STOCKHOLDERS As of January 31, 2025, the number of common stockholders of record was 262. 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.
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.
Under the share repurchase programs, we may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, tender offers, or by other means.
Total stockholder returns for prior periods are not an indication of future investment returns. 39 Table of Contents
Total stockholder returns for prior periods are not an indication of future investment returns. 40 Table of Contents
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.
ISSUER PURCHASES OF EQUITY SECURITIES Our stock repurchase programs provide us with the ability to offset the dilution from the issuance of stock under our employee stock plans and reduce shares outstanding over time, and have the effect of returning excess cash generated from our business to stockholders.
The following table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, 2024: (Shares in thousands) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans of Program ( in millions ) (2) November 1 - November 30 156 $ 205.50 156 $4,769 December 1 - December 31 49 224.39 49 4,758 January 1 - January 31 84 232.59 84 4,739 Total 289 $ 216.55 289 ____________________ (1) Represents shares purchased in open-market transactions under the stock repurchase program approved by the Board of Directors in November 2022.
The following table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, 2025: (Shares in thousands) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ( in millions ) (2) November 1 - November 30 339 $ 301.30 339 $9,193 December 1 - December 31 527 300.98 527 9,034 January 1 - January 31 518 296.29 518 8,881 Total 1,384 $ 299.30 1,384 ____________________ (1) Represents shares purchased in open-market transactions under the stock repurchase programs approved by the Board of Directors.
Added
In November 2024, our Board of Directors authorized the repurchase of $5 billion of our common stock, in addition to the $3.88 billion remaining under previously announced share repurchase programs.
Added
The plans do not have a fixed expiration date.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

121 edited+18 added−42 removed98 unchanged
Biggest changeWe 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. 60 Table of Contents RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES (In millions except for operating margin, and per share data): Fiscal Year Ended January 31, 2024 2023 2022 (Unaudited) Gross profit $ 4,986 $ 4,525 $ 3,968 Stock-based compensation expense 51 46 35 Amortization of developed technologies 43 53 50 Acquisition-related costs — — 1 Non-GAAP gross profit $ 5,080 $ 4,624 $ 4,054 Income from operations $ 1,128 $ 989 $ 618 Stock-based compensation expense 703 660 559 Amortization of developed technologies 43 53 50 Amortization of purchased intangibles 41 40 40 Acquisition-related costs 33 10 26 Lease-related asset impairments and other charges 14 33 104 Non-GAAP income from operations $ 1,962 $ 1,785 $ 1,397 Operating margin 21 % 20 % 14 % Stock-based compensation expense 13 % 13 % 13 % Amortization of developed technologies 1 % 1 % 1 % Amortization of purchased intangibles 1 % 1 % 1 % Acquisition-related costs 1 % — % 1 % Lease-related asset impairments and other charges — % 1 % 2 % Non-GAAP operating margin (1) 36 % 36 % 32 % Net income $ 906 $ 823 $ 497 Stock-based compensation expense 703 660 559 Amortization of developed technologies 43 53 50 Amortization of purchased intangibles 41 40 40 Acquisition-related costs 33 10 26 Lease-related asset impairments and other charges 14 33 104 Loss (gain) on strategic investments and dispositions, net 32 (1) (3) Establishment (release) of valuation allowance on deferred tax assets 16 (38) — Discrete GAAP tax items (34) 28 (72) Income tax effect of non-GAAP adjustments (112) (163) (75) Non-GAAP net income $ 1,642 $ 1,445 $ 1,126 Diluted net income per share $ 4.19 $ 3.78 $ 2.24 Stock-based compensation expense 3.26 3.03 2.52 Amortization of developed technologies 0.20 0.24 0.22 61 Table of Contents Fiscal Year Ended January 31, 2024 2023 2022 (Unaudited) Amortization of purchased intangibles 0.19 0.18 0.18 Acquisition-related costs 0.15 0.05 0.11 Lease-related asset impairments and other charges 0.06 0.15 0.47 Loss (gain) on strategic investments and dispositions, net 0.15 — (0.01) Establishment (release) of valuation allowance on deferred tax assets 0.07 (0.18) — Discrete GAAP tax items (0.15) 0.13 (0.32) Income tax effect of non-GAAP adjustments (0.52) (0.75) (0.34) Non-GAAP diluted net income per share $ 7.60 $ 6.63 $ 5.07 Net cash provided by operating activities $ 1,313 $ 2,071 $ 1,531 Capital expenditures (31) (40) (56) Free cash flow $ 1,282 $ 2,031 $ 1,475 _______________ (1) Totals may not sum due to rounding.
Biggest changeWe 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. 59 Table of Contents RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES (In millions except for operating margin, and per share data): Fiscal Year Ended January 31, 2025 2024 2023 (Unaudited) Gross profit $ 5,553 $ 4,986 $ 4,525 Stock-based compensation expense 50 51 46 Amortization of developed technologies 80 43 53 Non-GAAP gross profit $ 5,683 $ 5,080 $ 4,624 Income from operations $ 1,354 $ 1,128 $ 989 Stock-based compensation expense 686 703 660 Amortization of developed technologies 80 43 53 Amortization of purchased intangibles 49 41 40 Acquisition-related costs 47 33 10 Lease-related asset impairments and other charges — 14 33 Restructuring, other exit costs, and facility reductions 15 — — Non-GAAP income from operations $ 2,231 $ 1,962 $ 1,785 Operating margin 22 % 21 % 20 % Stock-based compensation expense 11 % 13 % 13 % Amortization of developed technologies 1 % 1 % 1 % Amortization of purchased intangibles 1 % 1 % 1 % Acquisition-related costs 1 % 1 % — % Non-GAAP operating margin (1) 36 % 36 % 36 % Net income $ 1,112 $ 906 $ 823 Stock-based compensation expense 686 703 660 Amortization of developed technologies 80 43 53 Amortization of purchased intangibles 49 41 40 Acquisition-related costs 47 33 10 Lease-related asset impairments and other charges — 14 33 Restructuring, other exit costs, and facility reductions 15 — — Loss (gain) on strategic investments and dispositions, net 10 32 (1) (Release) establishment of valuation allowance on deferred tax assets (15) 16 (38) Discrete GAAP tax items 6 (34) 28 Income tax effect of non-GAAP adjustments (151) (112) (163) Non-GAAP net income $ 1,839 $ 1,642 $ 1,445 60 Table of Contents Fiscal Year Ended January 31, 2025 2024 2023 (Unaudited) Diluted net income per share $ 5.12 $ 4.19 $ 3.78 Stock-based compensation expense 3.15 3.26 3.03 Amortization of developed technologies 0.37 0.20 0.24 Amortization of purchased intangibles 0.23 0.19 0.18 Acquisition-related costs 0.22 0.15 0.05 Lease-related asset impairments and other charges — 0.06 0.15 Restructuring, other exit costs, and facility reductions 0.07 — — Loss (gain) on strategic investments and dispositions, net 0.05 0.15 — (Release) establishment of valuation allowance on deferred tax assets (0.07) 0.07 (0.18) Discrete GAAP tax items 0.03 (0.15) 0.13 Income tax effect of non-GAAP adjustments (0.70) (0.52) (0.75) Non-GAAP diluted net income per share $ 8.47 $ 7.60 $ 6.63 _______________ (1) Totals may not sum due to rounding.
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 transform industries and help shape a better world for all. Additional information about our environmental, social, and governance program is available in our annual impact report on our website at www.autodesk.com.
On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, entrepreneurs, and others who are developing design solutions that will transform industries and help shape a better world for all. Additional information about our environmental, social, and governance program is available in our annual impact report on our website at www.autodesk.com.
As described in Part I, Item 3, “Legal Proceedings” and Part II, Item 8, “Financial Statements and Supplementary Data, Note 11, “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.
Loss Contingencies . As described in Part I, Item 3, “Legal Proceedings” and Part II, Item 8, “Financial Statements and Supplementary Data, Note 11, “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.
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. 55 Table of Contents Research and development expenses, which are expensed as incurred, consist primarily of salaries, bonuses, benefits, and stock-based compensation expense for research and development employees, the expense of travel, entertainment, and training for such personnel, professional services such as fees paid to software development firms and independent contractors, SaaS vendor costs and allocated IT costs, gains and losses on our operating expense cash flow hedges, and facilities costs.
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. 54 Table of Contents Research and development expenses, which are expensed as incurred, consist primarily of salaries, bonuses, benefits, and stock-based compensation expense for research and development employees, the expense of travel, entertainment, and training for such personnel, professional services such as fees paid to software development firms and independent contractors, SaaS vendor costs and allocated IT costs, gains and losses on our operating expense cash flow hedges, and facilities costs.
Further discussion regarding the balance sheet and cash flow activities are discussed below under the heading “Liquidity and Capital Resources.” 49 Table of Contents RESULTS OF OPERATIONS Overview 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 complex geopolitical and global macro-economic challenges.
Further discussion regarding the balance sheet and cash flow activities are discussed below under the heading “Liquidity and Capital Resources.” 48 Table of Contents RESULTS OF OPERATIONS Overview 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 complex geopolitical and global macro-economic challenges.
As of January 31, 2024, we had $2.30 billion aggregate principal amount of notes outstanding. See Part II, Item 8, Note 8, “Borrowing Arrangements,” in the Notes to Consolidated Financial Statements for further discussion. Our cash and cash equivalents are held by diversified financial institutions globally. Our primary commercial banking relationship is with Citigroup and its global affiliates.
As of January 31, 2025, we had $2.30 billion aggregate principal amount of notes outstanding. See Part II, Item 8, Note 8, “Borrowing Arrangements,” in the Notes to Consolidated Financial Statements for further discussion. Our cash and cash equivalents are held by diversified financial institutions globally. Our primary commercial banking relationship is with Citigroup and its global affiliates.
See Part II, Item 8, Note 16, “Retirement Benefit Plans,” in our Notes to Consolidated Financial Statements for further information regarding these obligations. Asset retirement obligations 9 1 4 1 3 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.
See Part II, Item 8, Note 16, “Retirement Benefit Plans,” in our Notes to Consolidated Financial Statements for further information regarding these obligations. Asset retirement obligations 11 4 3 1 3 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.
See Part II, Item 8, 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, 2024, 2023, and 2022. We anticipate that our channel mix will continue to change as we scale our business.
See Part II, Item 8, 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, 2025, 2024, and 2023. We anticipate that our channel mix will continue to change as we scale our business.
We continue to monitor the impact the Inflation Reduction Act on our consolidated financial statements. 59 Table of Contents OTHER FINANCIAL INFORMATION In addition to our results determined under U.S. generally accepted accounting principles (“GAAP”) discussed above, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance.
We continue to monitor the impact the Inflation Reduction Act on our consolidated financial statements. 58 Table of Contents OTHER FINANCIAL INFORMATION In addition to our results determined under U.S. generally accepted accounting principles (“GAAP”) discussed above, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance.
The following table shows the impact of foreign exchange rate changes on our net revenue and total spend: Fiscal Year Ended January 31, 2024 Percent change compared to prior fiscal year (as reported) Constant currency percent change compared to prior fiscal year (1) Positive/negative/neutral impact from foreign exchange rate changes Net revenue 10 % 13 % Negative Total spend 9 % 10 % Positive ________________ (1) Please refer to the “Glossary of Terms” in Part I, Item 1, “Business” for the definitions of our constant currency growth rates.
The following table shows the impact of foreign exchange rate changes on our net revenue and total spend: Fiscal Year Ended January 31, 2025 Percent change compared to prior fiscal year (as reported) Constant currency percent change compared to prior fiscal year (1) Positive/negative/neutral impact from foreign exchange rate changes Net revenue 12 % 13 % Negative Total spend 9 % 10 % Positive ________________ (1) Please refer to the “Glossary of Terms” in Part I, Item 1, “Business” for the definitions of our constant currency growth rates.
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 donations to nonprofit organizations; and to support organizations using design and make solutions to drive positive social and environmental impact.
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 donations to nonprofit organizations; and to support organizations using design and make solutions to drive positive impact.
NR3 was within the range of 100% and 110%, on a constant currency basis, as of both January 31, 2024 and 2023. Foreign Currency Analysis We generate a significant amount of our revenue in the United States, Japan, Germany, the United Kingdom, and Canada.
NR3 was within the range of 100% and 110%, on a constant currency basis, as of both January 31, 2025 and 2024. Foreign Currency Analysis We generate a significant amount of our revenue in the United States, Germany, Japan, the United Kingdom, and Canada.
In fiscal 2023, we acquired a cloud-connected, extended reality (XR) platform enabling AEC professionals to present, collaborate and review projects in immersive and interactive experiences, from anywhere and at any time.
In fiscal 2023, we acquired a cloud-connected, extended reality (XR) platform enabling AECO professionals to present, collaborate and review projects in immersive and interactive experiences, from anywhere and at any time.
In addition, Citibank N.A., an affiliate of Citigroup, is one of the lead lenders and agent in the syndicate of our $1.5 billion revolving credit facility. Our cash, cash equivalents, and marketable securities balances are concentrated in a few locations around the world, with substantial amounts held outside of the United States.
In addition, Citibank N.A., an affiliate of Citigroup, is one of the lead lenders and agent in the syndicate of our $1.5 billion revolving credit facility. 62 Table of Contents 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.
Our purchase orders are based on our current 65 Table of Contents 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.
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.
These expenses are unpredictable, and depend on factors that may be outside of our control and unrelated to the continuing operations of the acquired business or our Company. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs.
These expenses are unpredictable, and depend on factors that may be outside of our control and unrelated to the continuing operations of the acquired business or our Company. In addition, the size and complexity of an acquisition, which often drives the magnitude of 61 Table of Contents acquisition-related costs, may not be indicative of such future costs.
We expect the change in accounting recognition of sales incentives to indirect channels from contra revenue to operating expenses under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.
In the near term, we expect the change in recognition of sales incentives to indirect channels from contra revenue to operating expenses under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.
We expect the change in accounting recognition of sales incentives to indirect channels from contra revenue to operating expenses under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.
We expect the change in recognition of sales incentives to indirect channels from contra revenue to operating costs under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.
In 62 Table of Contents connection with these facility leases, we recognize costs related to the impairment or abandonment of operating lease right-of-use assets, computer equipment, furniture, and leasehold improvements, and other costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results.
In connection with these facility leases, we recognize costs related to the impairment or abandonment of operating lease right-of-use assets, computer equipment, furniture, and leasehold improvements, and other costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results.
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. We provide indemnifications of varying scopes and certain guarantees, including limited product warranties.
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. 64 Table of Contents We provide indemnifications of varying scopes and certain guarantees, including limited product warranties.
See Part II, Item 8, Note 12, “Stock Repurchase Program,” in the Notes to Consolidated Financial Statements for further discussion. 66 Table of Contents
See Part II, Item 8, Note 12, “Stock Repurchase Program,” in the Notes to Consolidated Financial Statements for further discussion. 65 Table of Contents
Our sales incentives to Solution Providers will be recorded as operating expense under the new transaction model as we will contract directly with end customers.
Our sales incentives to Solution Providers will be recorded as operating expenses under the new transaction model as we will contract directly with end customers.
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 share repurchase programs do 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 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 58 Table of Contents should be recorded against deferred tax assets.
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.
As of January 31, 2024, approximately 68% 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.
As of January 31, 2025, approximately 66% of our total cash or cash equivalents and marketable securities are located in foreign jurisdictions and that percentage will fluctuate subject to business needs. There are several factors that can impact our ability to utilize foreign cash balances, such as foreign exchange restrictions, foreign regulatory restrictions, or adverse tax costs.
Platform Capabilities We are building a trusted, outcome-focused platform for critical customer workflows that enables end-to-end digital transformation for our customers and partners within and between the industries we serve. We aim to accelerate these customer workloads by providing granular, interoperable and accessible data.
Platform Capabilities 43 Table of Contents We are building a trusted, outcome-focused platform for critical customer workflows that enables end-to-end digital transformation for our customers and partners within and between the industries we serve. We aim to accelerate these customer workloads by providing granular, interoperable and accessible data.
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 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 commissions to employees and Solution Providers, and the costs of programs aimed at increasing revenue, such as advertising, trade shows and expositions, and various sales and promotional programs.
We continue to retain a valuation allowance against California and Michigan deferred tax assets, as well as deferred tax assets that will convert into a capital loss upon reversal as we do not have sufficient income of the appropriate character to benefit these deferred tax assets.
We continue to retain a valuation allowance against California, Michigan, and Massachusetts deferred tax assets, as well as U.S. capital losses 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.
Further discussion of the potential impacts of these risks on our business can be found in Part I, Item 1A, “Risk Factors.” We introduced a new transaction model for our token-based Flex offering in North America, and certain countries in EMEA, and APAC, and for most of our subscription offerings in Australia during fiscal 2024.
Further discussion of the potential impacts of these risks on our business can be found in Part I, Item 1A, “Risk Factors.” We introduced a new transaction model for our token-based Flex offering in North America, and certain countries in EMEA, and APAC during fiscal 2023 and 2024.
See Part II, Item 8, Note 7, “Deferred Compensation,” in our Notes to Consolidated Financial Statements for further information regarding this plan. Pension obligations 44 4 8 8 24 Pension obligations relate to our obligations for pension plans outside of the United States.
See Part II, Item 8, Note 7, “Deferred Compensation,” in our Notes to Consolidated Financial Statements for further information regarding this plan. Pension obligations 40 4 7 8 21 Pension obligations relate to our obligations for pension plans outside of the United States.
Our indirect channels primarily include value added distributors, value added resellers, direct market resellers, volume channel partners, and product-specific resellers. During fiscal 2023, we entered into transition agreements with certain of our distributors, including TD Synnex and Ingram Micro, to provide transition distribution activities for a one-to-two-year period, with potential extensions.
Our indirect channels primarily include distributors, resellers, direct market resellers, volume channel partners, and product-specific resellers. During fiscal 2023, we entered into transition agreements with certain of our distributors, including TD Synnex and Ingram Micro Inc., to provide transition distribution activities for a one-to-two-year period.
Autodesk Forma’s initial capabilities enable the early-stage planning and design process with automation and AI-powered insights that simplify the exploration of design concepts, offload repetitive tasks, and help evaluate environmental qualities surrounding a building site.
Autodesk Forma’s initial capabilities enable the early-stage planning and design process with automation and Artificial Intelligence (“AI”)-powered insights that simplify the exploration of design concepts, offload repetitive tasks, and help evaluate environmental qualities surrounding a building site.
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.
Under the share repurchase programs, we 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 extent of the impact of these risks on our business in the remainder of fiscal 2024 and beyond will depend on several factors, some of which are out of our control.
The extent of the impact of these risks on our business in fiscal 2026 and beyond will depend on several factors, some of which are out of our control.
Assumptions Behind Our Strategy Our strategy depends upon many assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, agents, third-party developers, customers, educators, educational institutions, learning partners, and students; improving the performance and functionality of our products and platform; and adequately protecting our intellectual property.
Assumptions Behind Our Strategy 44 Table of Contents Our strategy depends upon many assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, Solution Providers, third-party developers, customers, educators, educational institutions, learning partners, and students; improving the performance and functionality of our products and platform; and adequately protecting our intellectual property.
However, material scarcity, supply chain disruption and resulting inflationary pressures, higher interest rates, a global labor shortage, the war in Ukraine, and foreign exchange rate fluctuations, may impact our outlook. We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections.
However, material scarcity, supply chain disruption and resulting inflationary pressures, higher interest rates, a global labor shortage, ongoing geopolitical conflicts, and foreign exchange rate fluctuations, may impact our outlook. We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections.
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. 41 Table of Contents To support our strategic priority of digital transformation in Architecture, Engineering, and Construction (“AEC”), we are strengthening our AEC solutions’ foundation with both organic and inorganic investments.
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. 42 Table of Contents To support our strategic priority of digital transformation in Architecture, Engineering, Construction and Operations (“AECO”), we are strengthening our AECO solutions’ foundation with both organic and inorganic investments.
Unfavorable economic conditions, including in connection with the significant military action against Ukraine launched by Russia (and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), in the countries that contribute a significant portion of our net revenue, including in emerging economies such as Brazil, India, and China, has had and may continue to have an adverse effect on our business in those countries and our overall financial performance.
Unfavorable economic conditions, including in connection with the ongoing geopolitical conflicts (and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), in the countries that contribute a significant portion of our net revenue, including in emerging economies such as Brazil, India, and China, has had and may continue to have an adverse effect on our business in those countries and our overall financial performance.
The following table outlines our recurring revenue metric for the fiscal years ended January 31, 2024, 2023, and 2022: Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year end Fiscal Year Ended January 31, 2023 Change compared to prior fiscal year end Fiscal Year Ended January 31, 2022 $ % $ % Recurring Revenue (in millions) (1) $ 5,377 $ 470 10 % $ 4,907 $ 612 14 % $ 4,295 As a percentage of net revenue 98 % N/A N/A 98 % N/A N/A 98 % ________________ (1) The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenue derived from the revenue reported in the Consolidated Statements of Operations.
The following table outlines our recurring revenue metric for the fiscal years ended January 31, 2025, 2024, and 2023: Fiscal Year Ended January 31, 2025 Change compared to prior fiscal year end Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year end Fiscal Year Ended January 31, 2023 $ % $ % Recurring Revenue (in millions) (1) $ 5,974 $ 597 11 % $ 5,377 $ 470 10 % $ 4,907 As a percentage of net revenue 97 % N/A N/A 98 % N/A N/A 98 % ________________ (1) The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenue derived from the revenue reported in the Consolidated Statements of Operations.
The revolving credit facility is available for working capital or other business needs. The maturity date on the Credit Agreement is September 30, 2026. At January 31, 2024, Autodesk had no outstanding borrowings under the Credit Agreement. Additionally, as of June 10, 2024, we have no amounts outstanding under the Credit Agreement.
The revolving credit facility is available for working capital or other business needs. The maturity date on the Credit Agreement is September 30, 2026. At January 31, 2025, Autodesk had no outstanding borrowings under the Credit Agreement. Additionally, as of March 6, 2025, we have no amounts outstanding under the Credit Agreement.
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 Portugal, New Zealand, California, Massachusetts, Michigan, Australia capital loss and U.S. capital loss deferred tax assets will be realized.
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 deferred tax assets in Portugal, New Zealand, California, Massachusetts, Michigan, and the assets relating to capital losses or assets that will convert into a capital loss upon reversal in Australia and U.S. will be realized.
Total (1) $ 4,021 $ 375 $ 918 $ 976 $ 1,752 ____________________ (1) This table generally excludes amounts already recorded on the balance sheet as current liabilities, certain purchase obligations as discussed below, long term deferred revenue, and amounts related to income tax accruals for uncertain tax positions, since we cannot predict with reasonable reliability the timing of cash settlements to the respective taxing authorities (see Part II, Item 8, Note 5, “Income Taxes” in the Notes to Consolidated Financial Statements).
Total (1) $ 3,890 $ 735 $ 1,163 $ 801 $ 1,191 ____________________ (1) This table generally excludes amounts already recorded on the balance sheet as current liabilities, certain purchase obligations as discussed below, long term deferred revenue, and amounts related to income tax accruals for uncertain tax positions, since we cannot predict with reasonable reliability the timing of cash settlements to the respective taxing authorities (see Part II, Item 8, Note 5, “Income Taxes” in the Notes to Consolidated Financial Statements).
These impact opportunity areas are derived from the UN Sustainable Development Goals (“SDGs”) and have been focused through a multi-pronged process to align the top needs of our stakeholders, the important issues of our business, and the areas we are best placed to accelerate positive impact at scale.
These impact opportunity areas, informed by the UN Sustainable Development Goals (“SDGs”), have been identified through a multi-pronged process to align the top needs of our stakeholders, the issues most important to our business, and the areas we are best placed to accelerate positive impact at scale.
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.
ISSUER PURCHASES OF EQUITY SECURITIES Our stock repurchase programs provide us 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.
Other 289 39 16 % 250 Total Net Revenue $ 5,005 $ 619 14 % $ 4,386 Cost of Revenue and Operating Expenses Cost of subscription and maintenance revenue includes the labor costs of providing product support to our subscription and maintenance customers, SaaS vendor costs and allocated IT costs, facilities costs, professional services fees related to operating our network and cloud infrastructure, royalties, depreciation expense and operating lease payments associated with computer equipment, data center costs, related expenses of network operations, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges.
Other 327 38 13 % 289 Total Net Revenue $ 5,497 $ 492 10 % $ 5,005 Cost of Revenue and Operating Expenses Cost of subscription and maintenance revenue includes the labor costs of providing product support to our subscription and maintenance customers, SaaS vendor costs and allocated IT costs, facilities costs, professional services fees related to operating our network and cloud infrastructure, royalties, depreciation expense and operating lease payments associated with computer equipment, data center costs, related expenses of network operations, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges.
See further discussion regarding our new transaction model in the Overview to Results of Operations above. 54 Table of Contents Net Revenue by Product Type Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 (In millions, except percentages) $ % Management Comments Net Revenue by Product Type: Design $ 4,647 $ 383 9 % $ 4,264 Increase primarily due to growth in AEC collections, EBA offerings, and AutoCAD Family.
See further discussion regarding our new transaction model in the Overview to Results of Operations above. 53 Table of Contents Net Revenue by Product Type Fiscal Year Ended January 31, 2025 Change compared to prior fiscal year Fiscal Year Ended January 31, 2024 (In millions, except percentages) $ % Management Comments Net Revenue by Product Type: Design $ 5,104 $ 457 10 % $ 4,647 Increase primarily due to growth in AEC collections, AutoCAD Family, MFG collections and EBA offerings.
Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 Management Comments (In millions, except percentages) $ % Cost of revenue: Subscription and maintenance $ 381 $ 38 11 % $ 343 Increase primarily due to employee-related costs, including stock-based compensation expense, driven by higher headcount and merit increases, as well as an increase in cloud hosting costs and professional fees.
Total operating expenses $ 4,199 $ 341 9 % $ 3,858 55 Table of Contents Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 Management comments (In millions, except percentages) $ % Cost of revenue: Subscription and maintenance $ 381 $ 38 11 % $ 343 Increase primarily due to employee-related costs, including stock-based compensation expense, driven by higher headcount and merit increases, as well as an increase in cloud hosting costs and professional fees.
We expect our indirect channel will continue to transact and support a considerable portion of our customers. We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections. We employ a variety of incentive programs and promotions to align our direct and indirect channels with our business strategies.
We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections. We employ a variety of incentive programs and promotions to align our direct and indirect channels with our business strategies.
OVERVIEW OF FISCAL 2024 • Total net revenue was $5.50 billion during fiscal 2024, an increase of 10% compared to the prior fiscal year. • Recurring revenue as a percentage of net revenue was 98% for both fiscal years ending January 31, 2024 and 2023. • Net revenue retention rate (“NR3”) was within the range of 100% and 110%, on a constant currency basis, as of both January 31, 2024 and 2023. • Deferred revenue was $4.26 billion, a decrease of 7% compared to the prior fiscal year. • Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was $6.11 billion, an increase of 9% compared to the fourth quarter in the prior fiscal year. • Current remaining performance obligations were $3.98 billion, an increase of 13% compared to the prior fiscal year.
OVERVIEW OF FISCAL 2025 • Total net revenue was $6.13 billion during fiscal 2025, an increase of 12% compared to the prior fiscal year. • Recurring revenue as a percentage of net revenue was 97% and 98% for fiscal years ending January 31, 2025 and 2024, respectively. • Net revenue retention rate (“NR3”) was within the range of 100% and 110%, on a constant currency basis, as of both January 31, 2025 and 2024. • Deferred revenue was $4.13 billion, a decrease of 3% compared to the prior fiscal year. • Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was $6.94 billion, an increase of 14% compared to the fourth quarter in the prior fiscal year. • Current remaining performance obligations were $4.46 billion, an increase of 12% compared to the prior fiscal year.
The tax expense for fiscal 2024 consists primarily of the U.S. and foreign tax expense, including withholding tax, an increase in tax expense relating to stock-based compensation, reduced by non-recurring integration net tax benefit and an income tax benefit arising from temporary relief provided by the Internal Revenue Service relating to U.S. foreign tax credit regulations.
Tax expense for fiscal 2024 consisted primarily of the U.S. and foreign tax expense, including withholding tax on payments made to the United States or to Singapore from foreign sources, an increase in tax expense relating to stock-based compensation reduced by non-recurring integration net tax benefit and an income tax benefit arising from temporary relief provided by the Internal Revenue Service relating to U.S. foreign tax credit regulations.
(in millions) January 31, 2024 January 31, 2023 Deferred revenue $ 4,264 $ 4,580 Unbilled deferred revenue 1,844 1,043 RPO $ 6,108 $ 5,623 RPO consisted of the following: (in millions) January 31, 2024 January 31, 2023 Current RPO $ 3,976 $ 3,518 Non-current RPO 2,132 2,105 RPO $ 6,108 $ 5,623 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, the specific timing of customer renewals, and foreign currency fluctuations.
(in millions) January 31, 2025 January 31, 2024 Deferred revenue $ 4,128 $ 4,264 Unbilled deferred revenue 2,810 1,844 RPO $ 6,938 $ 6,108 RPO consisted of the following: (in millions) January 31, 2025 January 31, 2024 Current RPO $ 4,457 $ 3,976 Non-current RPO 2,481 2,132 RPO $ 6,938 $ 6,108 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, the specific timing of customer renewals, and foreign currency fluctuations.
Our strategy is to deliver a trusted design and make platform that connects people through automation, data, and insights to help them achieve better outcomes for their businesses and the world.
Our strategy is to drive customer workflow convergence by delivering a trusted design and make platform that connects people through automation, data, and insights to help them achieve better outcomes for their businesses and the world.
For the fiscal years ended January 31, 2024, 2023, and 2022, our gross profit, income from operations, operating margin, net income, and diluted net income per share on a GAAP and non-GAAP basis were as follows (in millions except for operating margin and per share data): Fiscal Year Ended January 31, 2024 2023 2022 (Unaudited) Gross profit $ 4,986 $ 4,525 $ 3,968 Non-GAAP gross profit $ 5,080 $ 4,624 $ 4,054 Income from operations $ 1,128 $ 989 $ 618 Non-GAAP income from operations $ 1,962 $ 1,785 $ 1,397 Operating margin 21 % 20 % 14 % Non-GAAP operating margin 36 % 36 % 32 % Net income $ 906 $ 823 $ 497 Non-GAAP net income $ 1,642 $ 1,445 $ 1,126 Diluted net income per share $ 4.19 $ 3.78 $ 2.24 Non-GAAP diluted net income per share $ 7.60 $ 6.63 $ 5.07 For our internal budgeting and resource allocation process and as a means to provide consistency in period-to-period comparisons, we use non-GAAP measures to supplement our consolidated financial statements presented on a GAAP basis.
For the fiscal years ended January 31, 2025, 2024, and 2023, our gross profit, income from operations, operating margin, net income, and diluted net income per share on a GAAP and non-GAAP basis were as follows (in millions except for operating margin and per share data): Fiscal Year Ended January 31, 2025 2024 2023 (Unaudited) Gross profit $ 5,553 $ 4,986 $ 4,525 Non-GAAP gross profit $ 5,683 $ 5,080 $ 4,624 Income from operations $ 1,354 $ 1,128 $ 989 Non-GAAP income from operations $ 2,231 $ 1,962 $ 1,785 Operating margin 22 % 21 % 20 % Non-GAAP operating margin 36 % 36 % 36 % Net income $ 1,112 $ 906 $ 823 Non-GAAP net income $ 1,839 $ 1,642 $ 1,445 Diluted net income per share $ 5.12 $ 4.19 $ 3.78 Non-GAAP diluted net income per share $ 8.47 $ 7.60 $ 6.63 For our internal budgeting and resource allocation process and as a means to provide consistency in period-to-period comparisons, we use non-GAAP measures to supplement our consolidated financial statements presented on a GAAP basis.
Purchase obligations relate primarily to acquisition of cloud services, marketing and commitments related to our investment agreements with limited liability partnership funds. Deferred compensation obligations 100 10 18 18 54 Deferred compensation obligations relate to amounts held in a rabbi trust under our non-qualified deferred compensation plan.
Purchase obligations relate primarily to acquisition of cloud services, marketing and commitments related to our investment agreements with limited liability partnership funds. Deferred compensation obligations 118 12 22 23 61 Deferred compensation obligations relate to amounts held in a rabbi trust under our non-qualified deferred compensation plan.
Purchase obligations 844 215 340 278 11 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 843 289 422 125 7 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.
(in millions) Total Fiscal year 2025 Fiscal years 2026-2027 Fiscal years 2028-2029 Thereafter Management Comments Notes payable $ 2,651 $ 69 $ 416 $ 583 $ 1,583 Notes payable consist of the notes issued in June 2015, June 2017, January 2020, and October 2021 including interest.
(in millions) Total Fiscal year 2026 Fiscal years 2027-2028 Fiscal years 2029-2030 Thereafter Management Comments Notes payable $ 2,583 $ 361 $ 601 $ 576 $ 1,045 Notes payable consist of the notes issued in June 2015, June 2017, January 2020, and October 2021 including interest.
Balance Sheet and Cash Flow Items At January 31, 2024, we had $2.48 billion in cash, cash equivalents, and marketable securities. Our cash flow from operations decreased to $1.31 billion for the fiscal year ended January 31, 2024, from $2.07 billion for the fiscal year ended January 31, 2023.
Balance Sheet and Cash Flow Items At January 31, 2025, we had $2.15 billion in cash, cash equivalents, and marketable securities. Our cash flow from operations increased to $1.61 billion for the fiscal year ended January 31, 2025, from $1.31 billion for the fiscal year ended January 31, 2024.
See Part II, Item 8, Note 8, “Borrowing Arrangements,” in the Notes to Consolidated Financial Statements for further discussion. Operating leases 373 76 132 88 77 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.
See Part II, Item 8, Note 8, “Borrowing Arrangements,” in the Notes to Consolidated Financial Statements for further discussion. Operating leases 295 65 108 68 54 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.
Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 Management Comments (in millions, except percentages) $ % Net revenue by product family: AEC $ 2,580 $ 302 13 % $ 2,278 Increase due to growth in revenue from AEC Collections, EBAs, Autodesk Build, and Revit.
Other 118 21 22 % 97 $ 6,131 $ 634 12 % $ 5,497 Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 Management Comments (in millions, except percentages) $ % Net revenue by product family: AECO $ 2,580 $ 302 13 % $ 2,278 Increase due to growth in revenue from AEC Collections, EBAs, Autodesk Build, and Revit.
The decrease was primarily due to an increase in gains on foreign currency in the current period compared to the prior fiscal year due to foreign currency exchange rate fluctuations and an increase in interest income, partially offset by an increase in interest expense as a result of the issuance of debt in fiscal year 2022 and losses in the current period as compared to gains in the prior year for investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans.
The increase in interest and other income (expense), net, was primarily due to a decrease in impairments of strategic investment equity securities and an increase in gains for investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans partially offset by a decrease in interest income and a decrease in gains on foreign currency in the current period as compared to the prior period.
Net cash used in investing activities was $502 million for fiscal 2024 and was primarily due to purchases of marketable securities partially offset by sales and maturities of marketable securities. 64 Table of Contents Net cash used in investing activities was $143 million for fiscal 2023 and was primarily due to purchases of marketable securities and business combinations, net of cash acquired, partially offset by sales and maturities of marketable securities.
Net cash used in investing activities was $903 million for fiscal 2025 and was primarily due to business combinations, net of cash acquired, and purchases of marketable securities partially offset by sales and maturities of marketable securities.
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.
Provision for Income Taxes We account for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted rates expected to be in effect during the year in which the basis differences reverse.
Impact at Autodesk 43 Table of Contents Autodesk is committed to advancing a more sustainable, resilient, and equitable world. We don’t believe in waiting for progress, we believe in making it. We take action as a business and support our employees, customers, and communities in our collective opportunity to design and make a better world for all.
Impact at Autodesk Autodesk is committed to advancing a more sustainable, resilient, and inclusive world. We take action as a business to support our employees, customers, and communities in our collective opportunity to design and make a better world for all.
As of January 31, 2024, we had $261 million of gross unrecognized tax benefits, of which $43 million would reduce our valuation allowance, if recognized. The remaining $218 million would impact the effective tax rate. The amount of unrecognized tax benefits will decrease in the next twelve months for statute lapse is nil.
As of January 31, 2025, we had $312 million of gross unrecognized tax benefits, of which $47 million would reduce our valuation allowance, if recognized. The remaining $265 million would impact the effective tax rate. The amount of unrecognized tax benefits will immaterially decrease in the next twelve months for statute lapses.
We anticipate that we will continue to acquire products, technology, and businesses as compelling opportunities become available. 42 Table of Contents Global Reach We sell our products and services globally, through a combination of direct and indirect channels.
We continually review these factors in making decisions regarding acquisitions. We 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 direct and indirect channels.
See Part II, Item 8, Note 17, “Subsequent Events,” in the Notes to Consolidated Financial Statements for further discussion. 63 Table of Contents In November 2022, Autodesk entered into an amended and restated credit agreement (“Credit Agreement”) by and among Autodesk, the lenders party thereto, and Citibank, N.A., as agent, that provides for a revolving credit facility in the aggregate principal amount of $1.5 billion with an option to be increased up to $2.0 billion.
In November 2022, Autodesk entered into an amended and restated credit agreement (“Credit Agreement”) by and among Autodesk, the lenders party thereto, and Citibank, N.A., as agent, that provides for a revolving credit facility in the aggregate principal amount of $1.5 billion with an option to be increased up to $2.0 billion.
Fiscal year ended January 31, (in millions) 2024 2023 2022 Net cash provided by operating activities $ 1,313 $ 2,071 $ 1,531 Net cash used in investing activities (502) (143) (1,595) Net cash used in financing activities (852) (1,487) (169) Net cash provided by operating activities of $1,313 million for fiscal 2024, primarily consisted of $906 million of our net income adjusted for $718 million non-cash items such as stock-based compensation expense, depreciation, amortization, and accretion expense, and deferred income tax.
Fiscal year ended January 31, (in millions) 2025 2024 2023 Net cash provided by operating activities $ 1,607 $ 1,313 $ 2,071 Net cash used in investing activities (903) (502) (143) Net cash used in financing activities (987) (852) (1,487) Net cash provided by operating activities of $1.61 billion for fiscal 2025, primarily consisted of $1.11 billion of our net income adjusted for $953 million non-cash items such as stock-based compensation expense, amortization of costs to obtain a contract with a customer, depreciation, amortization, and accretion expense, and deferred income tax.
Maintenance 54 (11) (17) % 65 Total subscription and maintenance revenue 5,170 454 10 % 4,716 Other 327 38 13 % 289 $ 5,497 $ 492 10 % $ 5,005 Fiscal Year Ended January 31, 2023 Change compared to prior fiscal year Fiscal Year Ended January 31, 2022 Management Comments (in millions, except percentages) $ % Net revenue: Subscription $ 4,651 $ 591 15 % $ 4,060 Increase due to growth in the subscriber base across subscription types, led by subscription renewal revenue with current-year subscription renewals reflecting new subscriptions sold in prior periods.
Maintenance 41 (13) (24) % 54 Total subscription and maintenance revenue 5,758 588 11 % 5,170 Other 373 46 14 % 327 $ 6,131 $ 634 12 % $ 5,497 Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 Management Comments (in millions, except percentages) $ % Net revenue: Subscription $ 5,116 $ 465 10 % $ 4,651 Increase due to growth in the subscriber base across subscription types, led by subscription renewal revenue with current-year subscription renewals reflecting new subscriptions sold in prior periods.
Also contributing to the growth was an increase in revenue from new subscriptions and EBA offerings.
Also contributing to the growth was an increase in revenue from Cloud Service offerings.
We repurchased 4 million shares of our common stock for $795 million during fiscal 2024. Comparatively, we repurchased 5 million shares of our common stock for $1.08 billion during fiscal 2023.
We repurchased 3 million shares of our common stock for $858 million during fiscal 2025. Comparatively, we repurchased 4 million shares of our common stock for $795 million during fiscal 2024.
With the continued growth of our online Autodesk branded store and the introduction of our new transaction model, we will be decreasing our sales through value-added resellers and distributors and transacting directly with more end customers. We expect our indirect channel will continue to transact and support a considerable portion of our customers, particularly in emerging regions.
With the continued growth of our online Autodesk branded store and our new transaction model, we are transacting directly with more end customers, rather than through distributors, without substantial disruption to our revenue. We expect our indirect channel will continue to transact and support a considerable portion of our customers.
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.
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 reduction of facilities, and cancellation of certain contracts. We exclude these charges because these expenses are not reflective of ongoing business and operating results.
These charges are associated with the optimization of our facilities costs related to leases for facilities that we have vacated as a result of our one-time move to a more hybrid remote workforce.
We believe it is useful for investors to understand the effects of these items on our total operating expenses. Lease-related asset impairments and other charges. These charges are associated with the optimization of our facilities costs related to leases for facilities that we have vacated as a result of our one-time move to a more hybrid remote workforce.
Other 71 33 87 % 38 $ 5,005 $ 619 14 % $ 4,386 52 Table of Contents Net Revenue by Geographic Area Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Constant currency change compared to prior fiscal year Fiscal Year Ended January 31, 2023 Change compared to prior fiscal year Constant currency change compared to prior fiscal year Fiscal Year Ended January 31, 2022 (in millions, except percentages) $ % % $ % % Net revenue: Americas U.S. $ 1,978 $ 258 15 % * $ 1,720 $ 263 18 % * $ 1,457 Other Americas 460 88 24 % * 372 64 21 % * 308 Total Americas 2,438 346 17 % 17 % 2,092 327 19 % 18 % 1,765 EMEA 2,042 136 7 % 12 % 1,906 206 12 % 13 % 1,700 APAC 1,017 10 1 % 6 % 1,007 86 9 % 13 % 921 Total net revenue $ 5,497 $ 492 10 % 13 % $ 5,005 $ 619 14 % 15 % $ 4,386 ____________________ * Constant currency data not provided at this level.
Other 97 26 37 % 71 $ 5,497 $ 492 10 % $ 5,005 51 Table of Contents Net Revenue by Geographic Area Fiscal Year Ended January 31, 2025 Change compared to prior fiscal year Constant currency change compared to prior fiscal year Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Constant currency change compared to prior fiscal year Fiscal Year Ended January 31, 2023 (in millions, except percentages) $ % % $ % % Net revenue: Americas U.S. $ 2,228 $ 250 13 % * $ 1,978 $ 258 15 % * $ 1,720 Other Americas 488 28 6 % * 460 88 24 % * 372 Total Americas 2,716 278 11 % 12 % 2,438 346 17 % 17 % 2,092 EMEA 2,307 265 13 % 13 % 2,042 136 7 % 12 % 1,906 APAC 1,108 91 9 % 13 % 1,017 10 1 % 6 % 1,007 Total net revenue $ 6,131 $ 634 12 % 13 % $ 5,497 $ 492 10 % 13 % $ 5,005 ____________________ * Constant currency data not provided at this level.
Other 327 38 13 % 289 Total Net Revenue $ 5,497 $ 492 10 % $ 5,005 Fiscal Year Ended January 31, 2023 Change compared to prior fiscal year Fiscal Year Ended January 31, 2022 (In millions, except percentages) $ % Management Comments Net Revenue by Product Type: Design $ 4,264 $ 492 13 % $ 3,772 Increase due to growth in AEC & MFG collections, EBA offerings, AutoCAD LT and AutoCAD Family.
Other 373 46 14 % 327 Total Net Revenue $ 6,131 $ 634 12 % $ 5,497 Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 (In millions, except percentages) $ % Management Comments Net Revenue by Product Type: Design $ 4,647 $ 383 9 % $ 4,264 Increase primarily due to growth in AEC collections, EBA offerings, and AutoCAD Family.
Actual results could differ materially from these estimates under different assumptions or conditions. 44 Table of Contents Our significant accounting policies are described in Part II, Item 8, “Financial Statements and Supplementary Data,” Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements.
Our significant accounting policies are described in Part II, Item 8, “Financial Statements and Supplementary Data,” Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements.
In fiscal 2024, we launched the first set of capabilities in Autodesk Forma, an industry cloud that unifies workflows across the teams that design, build, and operate the built environment.
Through automating the application of the payment process, Payapps’ solution provides greater transparency, reduces risk and helps accelerate time-to-payment. In fiscal 2024, we launched the first set of capabilities in Autodesk Forma, an industry cloud that unifies workflows across the teams that design, build, and operate the built environment.
Maintenance 65 (11) (14) % 76 Total subscription and maintenance revenue 4,716 580 14 % 4,136 Other 289 39 16 % 250 $ 5,005 $ 619 14 % $ 4,386 51 Table of Contents Net Revenue by Product Family Our product offerings are focused in four primary product families: Architecture, Engineering and Construction (“AEC”), AutoCAD and AutoCAD LT, Manufacturing (“MFG”), and Media and Entertainment (“M&E”).
Maintenance 54 (11) (17) % 65 Total subscription and maintenance revenue 5,170 454 10 % 4,716 Other 327 38 13 % 289 $ 5,497 $ 492 10 % $ 5,005 50 Table of Contents Net Revenue by Product Family Our product offerings are focused in four primary product families: Architecture, Engineering, Construction and Operations (“AECO”), AutoCAD and AutoCAD LT, Manufacturing (“MFG”), and Media and Entertainment (“M&E”).
Increases to the levels of political and economic unpredictability or protectionism in the global market may impact our future financial results. 53 Table of Contents Net Revenue by Sales Channel Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 (in millions, except percentages) $ % Net revenue by sales channel: Indirect $ 3,444 $ 194 6 % $ 3,250 Direct 2,053 298 17 % 1,755 Total net revenue $ 5,497 $ 492 10 % $ 5,005 Fiscal Year Ended January 31, 2023 Change compared to prior fiscal year Fiscal Year Ended January 31, 2022 (in millions, except percentages) $ % Net revenue by sales channel: Indirect $ 3,250 $ 401 14 % $ 2,849 Direct 1,755 218 14 % 1,537 Total net revenue $ 5,005 $ 619 14 % $ 4,386 We anticipate that our revenue by direct sales channel will continue to increase as a percentage of total net revenue.
Increases to the levels of political and economic unpredictability or protectionism in the global market may impact our future financial results. 52 Table of Contents Net Revenue by Sales Channel Fiscal Year Ended January 31, 2025 Change compared to prior fiscal year Fiscal Year Ended January 31, 2024 (in millions, except percentages) $ % Net revenue by sales channel: Indirect $ 3,568 $ 124 4 % $ 3,444 Direct 2,563 510 25 % 2,053 Total net revenue $ 6,131 $ 634 12 % $ 5,497 Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 (in millions, except percentages) $ % Net revenue by sales channel: Indirect $ 3,444 $ 194 6 % $ 3,250 Direct 2,053 298 17 % 1,755 Total net revenue $ 5,497 $ 492 10 % $ 5,005 For fiscal 2025 and 2024, approximately 42% and 37%, respectively, of our revenue was derived from direct sales to customers.
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. 50 Table of Contents Fiscal Year Ended January 31, 2024 Change compared to prior fiscal year Fiscal Year Ended January 31, 2023 Management Comments (in millions, except percentages) $ % Net revenue: Subscription $ 5,116 $ 465 10 % $ 4,651 Increase due to growth in the subscriber base across subscription types, led by subscription renewal revenue with current-year subscription renewals reflecting new subscriptions sold in prior periods.
Other revenue consists of revenue from consulting and other products and services and is recognized as the products are delivered and services are performed. 49 Table of Contents Fiscal Year Ended January 31, 2025 Change compared to prior fiscal year Fiscal Year Ended January 31, 2024 Management Comments (in millions, except percentages) $ % Net revenue: Subscription $ 5,717 $ 601 12 % $ 5,116 Increase due to growth in subscription renewal revenue.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−0 removed6 unchanged
Biggest changeOur option and foreign exchange forward contracts outstanding as of the respective period-ends are summarized in U.S. dollar equivalents as follows (in millions): January 31, 2024 January 31, 2023 Notional Amount Fair Value Notional Amount Fair Value Forward Contracts: Purchased $ 1,430 $ (5) $ 711 $ 13 Sold 1,789 11 1,755 (11) Option Contracts: Purchased 1,048 8 904 5 Sold 1,118 (8) 974 (23) We use foreign currency contracts to reduce the exchange rate impact on the net revenue and operating expenses of certain anticipated transactions.
Biggest changeOur option and foreign exchange forward contracts outstanding as of the respective period-ends are summarized in U.S. dollar equivalents as follows (in millions): January 31, 2025 January 31, 2024 Notional Amount Fair Value Notional Amount Fair Value Forward Contracts: Purchased $ 1,152 $ (20) $ 1,430 $ (5) Sold 1,894 8 1,789 11 Option Contracts: Purchased 1,269 24 1,048 8 Sold 1,349 (5) 1,118 (8) We use foreign currency contracts to reduce the exchange rate impact on the net revenue and operating expenses of certain anticipated transactions.
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." 67 Table of Contents
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." 66 Table of Contents
A hypothetical 10% depreciation of the dollar from its value at January 31, 2024 and 2023, would decrease the fair value of our foreign currency contracts by $99 million and $191 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.
A hypothetical 10% depreciation of the dollar from its value at January 31, 2025 and 2024, would decrease the fair value of our foreign currency contracts by $116 million and $99 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.
A sensitivity analysis performed on our hedging portfolio as of January 31, 2024, indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, 2024 and 2023, would increase the fair value of our foreign currency contracts by $121 million and $149 million, respectively.
A sensitivity analysis performed on our hedging portfolio as of January 31, 2025, indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, 2025 and 2024, would increase the fair value of our foreign currency contracts by $209 million and $121 million, respectively.
As of January 31, 2024 and 2023, 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, British pounds, Japanese yen, Canadian dollars, Australian dollars, Norwegian krone, Singapore dollars, Indian rupees, and Swiss francs.
As of January 31, 2025 and 2024, 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, British pounds, Japanese yen, Canadian dollars, Singapore dollars, Australian dollars, Swiss francs, Norwegian krone, and Swedish Krona.
At January 31, 2024, we had $1.71 billion of cash equivalents and marketable securities, including $354 million classified as short-term marketable securities and $234 million classified as long-term marketable securities.
At January 31, 2025, we had $1.32 billion of cash equivalents and marketable securities, including $287 million classified as short-term marketable securities and $267 million classified as long-term marketable securities.

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