Biggest changeThese risks are described more fully below and include, but are not limited to, risks relating to the following: • Our strategy to develop and introduce new products and services, exposing us to risks such as limited customer acceptance, costs related to product defects, and large expenditures. • The effects of the COVID-19 pandemic and related public health measures. • Global economic and political conditions. • Costs and challenges associated with strategic acquisitions and investments. • Dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks. • Inability to predict subscription renewal rates and their impact on our future revenue and operating results. • Existing and increased competition and rapidly evolving technological changes. • Fluctuation of our financial results, key metrics and other operating metrics. • Deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections. • Any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives. • Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market causing the market price of our stock to decline. • Social and ethical issues relating to the use of artificial intelligence in our offerings. • Security incidents compromising the integrity of our or our customers’ offerings, services, data, or intellectual property. • Reliance on third parties to provide us with a number of operational and technical services as well as software. • Our highly complex software, which may contain undetected errors, defects, or vulnerabilities. • Increasing regulatory focus on privacy issues and expanding laws. • Governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls. • Protection of our intellectual property rights and intellectual property infringement claims from others. • The government procurement process. • Fluctuations in currency exchange rates. • Our debt service obligations. • Our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors. 16 Table of Contents Risks Relating to Our Business and Strategy Our strategy to develop and introduce new products and services exposes us to risks such as limited customer acceptance, costs related to product defects, and large expenditures, each of which may result in no additional net revenue or decreased net revenue.
Biggest changeThese risks are described more fully below and include, but are not limited to, risks relating to the following: • Our strategy to develop and introduce new products and services, exposing us to risks such as limited customer acceptance, costs related to product defects, and large expenditures. • Global economic and political conditions. • Costs and challenges associated with strategic acquisitions and investments. • Dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks. • Inability to predict subscription renewal rates and their impact on our future revenue and operating results. • Existing and increased competition and rapidly evolving technological changes. • Fluctuation of our financial results, key metrics and other operating metrics. • Deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections. • Any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives. • Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market causing the market price of our stock to decline. • Social and ethical issues relating to the use of artificial intelligence in our offerings. • Security incidents compromising the integrity of our or our customers’ offerings, services, data, or intellectual property. • Reliance on third parties to provide us with a number of operational and technical services as well as software. • Our highly complex software, which may contain undetected errors, defects, or vulnerabilities, and is subject to service disruptions, degradations, outages or other performance problems. • Increasing regulatory focus on privacy issues and expanding laws. • Governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls. • Protection of our intellectual property rights and intellectual property infringement claims from others. • The government procurement process. • Fluctuations in currency exchange rates. • Our debt service obligations. • Our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors. • The effects of the COVID-19 pandemic and related public health measures.
A loss on any of our investments may cause us to record an other-than-temporary impairment charge. The effect of this charge could impact our overall net income (loss) and earnings (loss) per share.
A loss on any of our investments may cause us to record an other-than-temporary impairment charge. The effect of this charge could impact our overall net income and earnings per share.
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; 19 Table of Contents • inadequate local infrastructure; • greater difficulty in protecting intellectual property; • software piracy; and • other factors beyond our control, including popular uprisings, terrorism, war (including 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), 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 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), natural disasters, and diseases and pandemics, such as COVID-19.
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: 22 Table of Contents • shortfalls in our expected financial results, including net revenue, billings, earnings, and cash flow or key performance metrics, such as subscriptions, including as a result of the current COVID-19 pandemic, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed, or significantly exceed securities analyst expectations; • quarterly variations in our or our competitors’ results of operations; • general socioeconomic, political, or market conditions, including from an economic downturn or recession in the United States or in other countries; • changes in forward-looking estimates of future results, how those estimates compare to securities analyst expectations, or changes in recommendations or confusion on the part of analysts and investors about the short- and long-term impact to our business; • uncertainty about certain governments’ abilities to repay debt or effect fiscal policy; • announcements of new offerings or enhancements by us or our competitors; • 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 may be affected by a number of factors, including the other risks described in these risk factors and the following: • shortfalls in our expected financial results, including net revenue, billings, earnings, and cash flow or key performance metrics, such as subscriptions, including as a result of the current COVID-19 pandemic, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed, or significantly exceed securities analyst expectations; • quarterly variations in our or our competitors’ results of operations; • general socioeconomic, political, or market conditions, including from an economic downturn or recession in the United States or in other countries; • changes in forward-looking estimates of future results, how those estimates compare to securities analyst expectations, or changes in recommendations or confusion on the part of analysts and investors about the short- and long-term impact to our business; • uncertainty about certain governments’ abilities to repay debt or effect fiscal policy; • announcements of new offerings or enhancements by us or our competitors; • 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.
Department of Treasury and other standard-setting bodies have been issuing and will continue to issue regulations and interpretative guidance that could significantly impact how we will apply the law and the ultimate effect on our results of operations from both the TCJA and the CARES Act, including for our prior tax years.
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.
Each quarter, we assess the need for a valuation allowance, considering both positive and negative evidence to determine whether all or a portion of the deferred tax assets are more likely than not to be realized. We continue to have a full valuation allowance against certain U.S. and foreign deferred tax assets.
Each quarter, we assess the need for a valuation allowance, considering both positive and negative evidence to determine whether all or a portion of the deferred tax assets are more likely than not to be realized. We continue to have a valuation allowance against certain U.S. and foreign deferred tax assets.
In addition, global events, including the sudden and unexpected effects of the COVID-19 pandemic as well as geopolitical developments, may contribute to volatility in foreign exchange markets, which we may not be able to effectively manage, and our financial results could be adversely impacted.
In addition, global events, including the sudden and unexpected effects of the COVID-19 pandemic as well as geopolitical and economic developments, may contribute to volatility in foreign exchange markets, which we may not be able to effectively manage, and our financial results could be adversely impacted.
We also entered into a credit agreement that provides for an unsecured revolving loan facility in the aggregate principal amount of $1.5 billion, with an option to be increased up to $2.0 billion, as described in Part 2, Item 8.
We also entered into a credit agreement that provides for an unsecured revolving loan facility in the aggregate principal amount of $1.5 billion, with an option to be increased up to $2.0 billion, as described in Part II, Item 8.
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 significant military action against Ukraine launched by Russia; • 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 , including any political or economic responses and counter-responses or otherwise by various global actors to the significant military action against Ukraine launched by Russia; • 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; 18 Table of Contents • 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.
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; 18 Table of Contents • the potential for incompatible business cultures; • significantly higher than anticipated transaction or integration-related costs; • potential additional exposure to economic, tax, currency, political, legal, and regulatory risks associated with specific countries; and • the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business.
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; • potential additional exposure to economic, tax, currency, political, legal, and regulatory risks associated with specific countries; and • the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business.
If any of the foregoing security incidents were to occur or to be perceived to have occurred, our reputation may suffer, our competitive position may be diminished, customers may stop paying for our solutions and services, we could be required to expend significant capital and other resources to evaluate and alleviate the security incident and to try to prevent further or additional incidents, and we could face regulatory inquiry, lawsuits, and potential liability.
If any of the foregoing security incidents were to occur or to be perceived to have occurred, our reputation may suffer, our competitive position may be diminished, customers (including government customers) may stop paying for our solutions and services, we could be required to expend significant capital and other resources to evaluate and alleviate the security incident and to try to prevent further or additional incidents, and we could face regulatory inquiry, lawsuits, and potential liability.
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, including as a result of the COVID-19 pandemic; • failure to accurately predict the impact of acquired businesses or to identify and realize the anticipated benefits of acquisitions, and successfully integrate such acquired businesses and technologies; • potential goodwill impairment charges related to prior acquisitions; • failure to manage spend; • changes in billings linearity; • changes in subscription mix, pricing pressure, or changes in subscription pricing; • weak or negative growth in one or more of the industries we serve, including AEC, manufacturing, and digital media and entertainment markets; • the success of new business or sales initiatives; • security breaches, related reputational harm, and potential financial penalties to customers and government entities; • restructuring or other accounting charges and unexpected costs or other operating expenses; • timing of additional investments in our technologies or deployment of our services; • changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board, Securities and Exchange Commission, or other rulemaking bodies; • fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity; • dependence on and timing of large transactions; • adjustments arising from ongoing or future tax examinations; • the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and finance infrastructure projects; • failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services; • our ability to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, and new computing platforms; • timing of the introduction of new products by us or our competitors; • the financial and business condition of our reseller and distribution channels; • perceived or actual technical or other problems with a product or combination of subscriptions; • unexpected or negative outcomes of matters and expenses relating to litigation or regulatory inquiries; • increases in cloud functionality-related expenses; • timing of releases and retirements of offerings; • changes in tax laws or tax or accounting rules and regulations, such as increased use of fair value measures; 21 Table of Contents • 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 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, including as a result of the COVID-19 pandemic; • failure to accurately predict the impact of acquired businesses or to identify and realize the anticipated benefits of acquisitions, and successfully integrate such acquired businesses and technologies; • shift to named-user plans and annual billing of multi-year contracts; • potential goodwill impairment charges related to prior acquisitions; • failure to manage spend; • changes in billings linearity; • changes in subscription mix, pricing pressure, or changes in subscription pricing; • weak or negative growth in one or more of the industries we serve, including AEC, manufacturing, and digital media and entertainment markets; • the success of new business or sales initiatives; • security breaches, related reputational harm, and potential financial penalties to customers and government entities; • restructuring or other accounting charges and unexpected costs or other operating expenses; • timing of additional investments in our technologies or deployment of our services; • changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board, Securities and Exchange Commission, or other rulemaking bodies; • fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity; • dependence on and timing of large transactions; • adjustments arising from ongoing or future tax examinations; • the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and finance infrastructure projects; • failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services; 20 Table of Contents • 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.
If we breach any of the covenants and do not obtain a waiver from the note holders or lenders, then, subject to applicable cure periods, we would not be able to incur additional indebtedness under the credit agreement described in Part 2, Item 8, and any outstanding indebtedness under the credit agreement may be declared immediately due and payable.
If we breach any of the covenants and do not obtain a waiver from the note holders or lenders, then, subject to applicable cure periods, we would not be able to incur additional indebtedness under the credit agreement described in Part II, Item 8, and any outstanding indebtedness under the credit agreement may be declared immediately due and payable.
The failure of our systems or hosted computer 32 Table of Contents 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 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), 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, telecommunications failure, power failure, cyber attack, terrorism or war (including 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), or business interruption from epidemics or pandemics, or the fear of such events, could adversely impact our business, financial results, and financial condition.
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 67% and 66% of our net revenue for fiscal 2022 and 2021, 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 66% and 67% of our net revenue for fiscal 2023 and 2022, respectively.
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; intercompany arrangements, including the manner we develop, value, and license our intellectual property; and enacted tax rules.
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.
We may take such actions without clear indications that they will prove successful and, at times, we have been met with short-term challenges in the execution of such initiatives. Market acceptance of any new business or sales initiative is dependent on our ability to match our customers’ needs at the right time and price.
We may take such actions without clear indications that they will prove successful and, at times, we have been met with short-term challenges in the execution of such initiatives. Market acceptance of any new business or sales 21 Table of Contents initiative is dependent on our ability to match our customers’ needs at the right time and price.
Some open source software licenses require end- 24 Table of Contents 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 the terms of the particular open source license.
Our business strategy has historically depended in part on our relationships with third-party developers who provide products that expand the functionality of our design software. Some developers may elect to support other products or may experience disruption in product development and delivery cycles or financial pressure during periods of economic downturn.
Our business strategy has historically depended in part on our relationships with third-party developers who provide products that expand the 26 Table of Contents functionality of our design software. Some developers may elect to support other products or may experience disruption in product development and delivery cycles or financial pressure during periods of economic downturn.
Furthermore, 29 Table of Contents legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our efforts to protect our proprietary rights, unauthorized parties from time to time have copied or reverse engineered aspects of our software or have obtained and used information that we regard as proprietary.
Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our efforts to protect our proprietary rights, unauthorized parties from time to time have copied or reverse engineered aspects of our software or have obtained and used information that we regard as proprietary.
They could affect our actual results of operations, causing them to differ materially from those expressed in forward-looking statements. Summary of Risk Factors Our business is subject to numerous risks and uncertainties that you should consider before investing in our securities.
They could affect our actual results of operations, causing them to differ materially from those expressed in forward-looking statements. Summary of Risk Factors 15 Table of Contents Our business is subject to numerous risks and uncertainties that you should consider before investing in our securities.
Because of these and other 20 Table of Contents factors, competitive conditions in the industry are likely to intensify in the future. Increased competition could result in price reductions, reduced net revenue and profit margins, and loss of market share, any of which would likely harm our business.
Because of these and other factors, competitive conditions in the industry are likely to intensify in the future. Increased competition could result in price reductions, reduced net revenue and profit margins, and loss of market share, any of which would likely harm our business.
Such third-party software includes software licensed from commercial suppliers and under public open source licenses. While we have internal processes to 26 Table of Contents manage our use of such third-party software, if such processes are inadequate, we may be subject to copyright infringement or other third-party claims.
Such third-party software includes software licensed from commercial suppliers and under public open source licenses. While we have internal processes to manage our use of such third-party software, if such processes are inadequate, we may be subject to copyright infringement or other third-party claims.
The evaluation of privately held companies is based on information that we request from these companies, which is 31 Table of Contents not subject to the same disclosure regulations as U.S. publicly traded companies and, as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies.
The evaluation of privately held companies is based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies and, as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies.
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 29 Table of Contents 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.
The scope of these laws and regulations is rapidly 27 Table of Contents 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.
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.
In any such event, our financial results, results of operations, cash flows, or trading prices for our securities could be negatively impacted. Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations.
In any such event, our financial results, results of operations, cash flows, or trading prices for our securities could be negatively impacted. 32 Table of Contents Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations.
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.
Potential government regulation in the space of AI ethics may also 22 Table of Contents increase the burden and cost of research and development in this area, subjecting us to brand or reputational harm, competitive harm, or legal liability.
Unsuccessful implementation of hardware or software updates and improvements 25 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.
Unsuccessful implementation of hardware or software updates and improvements could result in disruption in our business operations, loss of customers, loss of revenue, errors in our accounting and financial reporting, or damage to our reputation, all of which could harm our business.
We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims related to a security incident, or that the insurer will not deny coverage as to any future claim.
We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be 23 Table of Contents available in sufficient amounts to cover one or more large claims related to a security incident, or that the insurer will not deny coverage as to any future claim.
We also make assumptions, judgments, and estimates in determining the accruals for uncertain tax positions, variable compensation, partner incentive programs, product returns 33 Table of Contents reserves, allowances for credit losses, asset retirement obligations, legal contingencies, and operating lease liabilities.
We also make assumptions, judgments, and estimates in determining the accruals for uncertain tax positions, variable compensation, partner incentive programs, product returns reserves, allowances for credit losses, asset retirement obligations, legal contingencies, and operating lease liabilities.
If our distributors and resellers were to become insolvent, they would not be able to maintain their business and sales or provide customer support services, which would negatively impact our business and revenue. We rely significantly upon major distributors and resellers in both the U.S. and international regions, including the distributors Tech Data and Ingram Micro.
If our distributors and resellers were to become insolvent, they would not be able to maintain their business and sales or provide customer support services, which would negatively impact our business and revenue. We rely significantly upon major distributors and resellers in both the U.S. and international regions.
In addition, the new state laws – the CPRA and the VCDPA – that become effective on January 1, 2023, and the CPA that becomes effective on July 1, 2023, introduce 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 new state laws – the CPRA and the VCDPA – that became effective on January 1, 2023, the CPA and CTDPA that become effective on July 1, 2023, and the UCPA that becomes effective on December 31, 2023, introduce 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.
Additionally, in addition to government activity, privacy advocacy 28 Table of Contents groups and technology and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us.
Additionally, in addition to government activity, privacy advocacy groups and technology and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us.
If our customers do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline. Existing and increased competition and rapidly evolving technological changes may reduce our revenue and profits.
If our customers do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline. 19 Table of Contents Existing and increased competition and rapidly evolving technological changes may reduce our revenue and profits.
Inability of such third parties to satisfy our requirements could disrupt our operations or make it more difficult for us to implement our strategy.
Inability of such third parties to satisfy our requirements could disrupt our operations or make it more difficult for us to implement our 24 Table of Contents strategy.
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: • 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. 30 Table of Contents We are required to comply with the covenants set forth in our credit agreement.
As part of our effort to accommodate our customers’ needs and demands and the rapid evolution of technology, from time to time we evolve our business and sales initiatives, such as realigning our development and marketing organizations, offering software as a service, and realigning our internal resources in an effort to improve efficiency.
As part of our effort to accommodate our customers’ needs and demands and the rapid evolution of technology, from time to time we evolve our business and sales initiatives, such as shifting to annual billing of multi-year contracts, realigning our development and marketing organizations, offering software as a service, and realigning our internal resources in an effort to improve efficiency.
For fiscal 2022 and 2021, approximately 65% and 69%, respectively, of our revenue was derived from indirect channel sales through distributors and resellers, and we expect that the majority of our revenue will continue to be derived from indirect channel sales in the near future.
For both fiscal 2023 and 2022, approximately 65% of our revenue was derived from indirect channel sales through distributors and resellers, and we expect that the majority of our revenue will continue to be derived from indirect channel sales in the near future.
During both fiscal 2022 and 2021, combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented 29% of our total net revenue.
During fiscal 2023 and 2022, combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented 28% and 29% of our total net revenue, respectively.
The CPRA also creates a new agency to implement and enforce the law. These new state laws will require us to modify our data processing practices and policies and may cause us to incur substantial costs and expenses in order to comply.
The CPRA also created a new agency to implement and enforce the law. These new state laws have required us to modify our data processing practices and policies and may cause us to incur substantial costs and expenses in order to comply.
Over time, we have modified and will continue to modify aspects of our relationship with our distributors and resellers, such as their incentive programs, pricing to them, and our distribution model to motivate and reward them for aligning their businesses with our strategy and business objectives.
Over time, we have modified and especially during the transition process noted above, we will continue to modify aspects of our relationship with our distributors and resellers, such as their incentive programs, pricing to them, and our distribution model to motivate and reward them for aligning their businesses with our strategy and business objectives.
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”).
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.
The United States and other countries’ economies have experienced cyclical downturns, in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, decreased government spending, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, bankruptcies, and overall uncertainty. These economic conditions can occur abruptly.
The United States and other countries’ economies have experienced cyclical downturns, in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, decreased government spending, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, inflationary pressures and higher interest rates, bankruptcies, and overall uncertainty.
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.
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.
War, including 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, could also affect our business. Any of these events could harm our business, results of operations, and financial condition.
War, including 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, could also affect our business.
The extent to which COVID-19 will impact our financial condition or results of operations is still uncertain and will continue to depend on developments such as the impact on our customers, vendors, distributors, and resellers, such as the supply chain disruption and resulting inflationary pressures and global labor shortage that we have seen recently, as well as other factors, including the full duration and the extent of the pandemic, including as a result of outbreaks and variants; actions taken by governments, businesses, and consumers in response to the pandemic; speed and timing of economic recovery, including in specific geographies; speed of rollout of COVID-19 vaccines, lifting of restrictions on movement, and normalization of full-time return to work and social events; our billings and renewal rates, including new business close rates, rate of multi-year contracts, pace of closing larger transactions, and new unit volume growth; and effect of the pandemic on margins and cash flow.
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, as well as other factors; the ebb and flow of COVID-19, including in specific geographies and as a result of outbreaks and variants; 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; the war in Ukraine; foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow.
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 2015, Russia introduced data localization laws. In 2021, China introduced localization requirements for certain data.
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. There are also other countries, such as India, that are considering data localization requirements.
In addition, new and emerging state laws in the United States governing privacy, data protection, and information security, such as the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act (“VCDPA”), and the Colorado Privacy Act (“CPA”) have been enacted.
In addition, new and emerging state laws in the United States governing privacy, data protection, and information security, such as the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Utah Consumer Privacy Act (“UCPA”), and Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring (“CTDPA”) have been enacted.
Tech Data accounted for 36% and 37% of our total net revenue for fiscal 2022 and 2021, respectively, and Ingram Micro accounted for 9% and 10% of our total net revenue for fiscal 2022 and 2021, respectively.
Of our distributors, Tech Data accounted for 37% and 36% of our total net revenue for fiscal 2023 and 2022, respectively, and Ingram Micro accounted for 9% of our total net revenue for both fiscal 2023 and 2022.
Our software is highly complex and may contain undetected errors, defects, or vulnerabilities, each of which could harm our business and financial performance. The software solutions that we offer are complex and, despite extensive testing and quality control, may contain errors, defects, or vulnerabilities.
Our software solutions are highly complex and may contain undetected errors, defects, or vulnerabilities, and are subject to service disruptions, degradations, outages or other performance problems, each of which could harm our business and financial performance. The software solutions that we offer are complex and, despite extensive testing and quality control, may contain errors, defects, or vulnerabilities.
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. Our overall performance depends largely upon domestic and worldwide economic and political conditions.
For example, the coronavirus (COVID-19) pandemic has caused additional uncertainty in the global economy, and an economic downturn or recession in the United States or in other countries may occur or has already occurred and may continue.
These economic conditions can occur abruptly. For example, current geopolitical and global macro-economic challenges and the coronavirus (COVID-19) pandemic have caused uncertainty in the global economy, and an economic downturn or recession in the United States or in other countries may occur or has already occurred and may continue.
We may not be able to predict subscription renewal rates and their impact on our future revenue and operating results. Our customers are not obligated to renew their subscriptions for our offerings, and they may elect not to renew, upgrade, or expand their subscriptions. We cannot assure renewal rates or the mix of subscriptions renewals.
Our customers are not obligated to renew their subscriptions for our offerings, and they may elect not to renew, upgrade, or expand their subscriptions. We cannot assure renewal rates or the mix of subscriptions renewals.
We have $2.65 billion of principal debt, consisting of notes due at various times from December 2022 to December 2031, as described in Part 2, 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, 2023, as described in Part II, Item 8.
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 2022.
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 2022 and the first fiscal quarter in fiscal 2023.
These existing risks are compounded given the COVID-19 pandemic and the resulting shift 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 Russian invasion of Ukraine.
These existing risks are compounded given the COVID-19 pandemic and the resulting shift 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 Russian invasion of Ukraine 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.
Tax laws in the United States and in foreign tax jurisdictions are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. For example, the U.S. government enacted significant tax law changes in December 2017, the U.S.
Tax 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.
Consequently, we believe our business is not substantially dependent on either Tech Data or Ingram Micro. However, if either distributor were to experience a significant business disruption or if our relationship with either were to significantly deteriorate, it is possible that our ability to sell to end users would, at least temporarily, be negatively impacted.
However, if during the transition period, Tech Data or Ingram Micro 25 Table of Contents were to experience a significant business disruption or if our relationship with either were to significantly deteriorate, it is possible that our ability to sell to end users would, at least temporarily, be negatively impacted.
It is uncertain whether these strategies, including our product and pricing changes, will accurately reflect customer demand or be successful, or whether we will be able to develop the necessary infrastructure and business models more quickly than our competitors. We make such investments through further development and enhancement of our existing products and services, as well as through acquisitions.
It is uncertain whether these strategies, 16 Table of Contents including our product and pricing changes, will accurately reflect customer demand or be successful, or whether we will be able to develop the necessary infrastructure and business models more quickly than our competitors.
As we digitize Autodesk and use cloud- and web-based technologies to leverage customer data to deliver the total customer experience, we are exposed to increased security risks and the potential for unauthorized access to, or improper use of, 23 Table of Contents our and our customers’ information.
As we digitize Autodesk and use cloud- and web-based technologies to leverage customer data to deliver the total customer experience, we are exposed to increased security risks and the potential for unauthorized access to, or improper use of, our and our customers’ information. Like other software offerings and systems, ours are vulnerable to security incidents, including those from acquired companies.
If we are obligated to fundamentally change our business activities and practices or modify our products, offerings, or services, we may be unable to make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new products, offerings, and services could be limited.
If we are obligated to fundamentally change our business activities and practices or modify our products, offerings, or services, we may be unable to make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new products, offerings, and services could be limited. 28 Table of Contents We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
Should any of our agreements with Tech Data or Ingram Micro be terminated, we believe the resellers and end users who currently purchase our products through Tech Data or Ingram Micro would be able to continue to do so under substantially the same terms from one of our many other distributors without substantial disruption to our revenue.
During the transition period, we believe the resellers and end users who currently purchase our products through Tech Data and Ingram Micro will be able to continue to do so, and following the transition period, we believe such resellers and end users will be able to continue to purchase our products from our value-added resellers, our agents or from one of our many other distributors or directly from Autodesk, in each case under substantially the same terms and without substantial disruption to our revenue.
There are also other countries, such as India, that are considering data localization requirements. If this trend continues, and countries implement more restrictive regulations for cross-border personal data transfers (or do not permit personal data to leave the country of origin), our business, financial condition, and results of operations in those jurisdictions could be impacted.
If this trend continues, and countries implement more restrictive regulations for cross-border personal data transfers (or do not permit personal data to leave the country of origin), it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and our business, financial condition, and results of operations in those jurisdictions could be impacted.
Tax Cuts and Jobs Act (“TCJA”), which impacted our tax obligations and effective tax rate beginning in our fiscal 2018 tax year, and significant tax legislation was included in the March 2020 CARES Act and subsequent Consolidated Appropriations Act in December 2020. Due to the complexity and varying interpretations of the TCJA and the CARES Act, the U.S.
For example, the U.S. government enacted significant tax law changes in December 2017, the Tax Act, which impacted our tax obligations and effective tax rate beginning in our fiscal 2018 tax year, and significant tax legislation was included in the March 2020 CARES Act and subsequent Consolidated Appropriations Act in December 2020.
These foreign currency instruments may have maturities that extend for one to 18 months in the future and provide us with some protection against currency exposures.
These foreign currency instruments may have maturities that extend for one to 18 months in the future and provide us with some protection against currency exposures. However, our attempts to hedge against these risks may not be completely successful, resulting in an adverse impact on our financial results.
Many countries in the European Union as well as other countries and organizations such as the Organization for Economic Cooperation and Development are actively considering new taxing regimes and changes to existing tax laws.
We are assessing these impacts on our consolidated financial statements. 31 Table of Contents Increasingly, tax authorities are reviewing existing corporate tax regulatory and legal regimes. Many countries in the European Union as well as other countries and organizations such as the Organization for Economic Cooperation and Development are actively considering new taxing regimes and changes to existing tax laws.
More recently, the United States and other global actors have imposed sanctions as a result of the significant military action against Ukraine launched by Russia.
More recently, the United States and other global actors have imposed sanctions as a result of the significant military action against Ukraine launched by Russia. New or increased tariffs and other changes in U.S. trade policy, including new sanctions, could trigger retaliatory actions by affected countries, including Russia.
Such investments may not result in sufficient revenue generation to justify their costs and could result in decreased net revenue or profitability.
We make such investments through further development and enhancement of our existing products and services, as well as through acquisitions. Such investments may not result in sufficient revenue generation to justify their costs and could result in decreased net revenue or profitability.
New or increased tariffs and other changes in U.S. trade policy, including sanctions, could trigger retaliatory actions by affected countries, including Russia, and certain foreign governments, including the Chinese government, have instituted or considered imposing trade sanctions on certain U.S.-manufactured goods.
In addition, certain foreign governments, including the Chinese government, have instituted or considered imposing trade sanctions on certain U.S.-manufactured goods.
If approved by the UK Parliament, the UK SCCs will become effective March 21, 2022, and 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.
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. 27 Table of Contents Further, several European data protection authorities recently indicated that the use of Google Analytics by European website operators involves the unlawful transfer of personal data to the United States.
We continue to evaluate our business operations there, including whether and how to support existing customers. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.
Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks. We may not be able to predict subscription renewal rates and their impact on our future revenue and operating results.
Some errors, defects, or vulnerabilities in our software solutions may only be discovered after they have been released.
Some errors, defects, or vulnerabilities in our software solutions may only be discovered after they have been released. In addition, we have experienced, and may in the future experience, service disruptions, degradations, outages, and other performance problems in connection with our software solutions.
If we elect to rely on the new SCCs for personal data transfers, we may be required to expend significant time and resources to update our contractual arrangements and to comply with new obligations.
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.
Any errors, defects, or vulnerabilities could result in the need for corrective releases to our software solutions, damage to our reputation, loss of revenue, an increase in subscription cancellations, or lack of market acceptance of our offerings, any of which would likely harm our business and financial performance.
Any errors, defects, vulnerabilities, service disruptions, degradations, outages or other performance problems could result in the need for corrective releases to our software solutions, damage to our reputation, damage to our customers’ businesses, loss of revenue, an increase in subscription cancellations, or lack of market acceptance of our offerings, any of which would likely harm our business and financial performance If we do not maintain good relationships with the members of our distribution channel, or if our distribution channel suffers financial losses, becomes financially unstable or insolvent, or is not provided the right mix of incentives to sell our subscriptions, our ability to generate revenue will be adversely affected.
However, our attempts to hedge against these risks may not be completely successful, resulting in an adverse impact on our financial results. 30 Table of Contents The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given period.
The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given period.
In addition, increases in corporate tax rates, could increase our effective tax rate, cash taxes and have an adverse effect on our results from operations. Increasingly, tax authorities are reviewing existing corporate tax regulatory and legal regimes.
In addition, increases in corporate tax rates, could increase our effective tax rate, cash taxes and have an adverse effect on our results from operations. Signed into law on August 16, 2022, the Inflation Reduction Act contains many provisions that may impact Autodesk, including the adjusted book minimum tax and excise tax on stock buybacks.