May 16, 2022

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AUTODESK, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The discussion in our MD&A and elsewhere in this Form 10-Q contains trend
analyses and other forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are any statements that look to future events
and consist of, among other things, our business strategies, including those
discussed in "Strategy," "Overview of the Three and Nine Months Ended October
31, 2021," and in "Results of Operations-Impacts of COVID-19 to Autodesk's
Business."  Examples of such forward-looking statements may relate to items such
as future net revenue, operating expenses, recurring revenue, net revenue
retention rate, cash flow, remaining performance obligations, and other future
financial results (by product type and geography), the effectiveness of our
efforts to successfully manage transitions to new markets; our ability to
increase our subscription base; expected market trends, including the growth of
cloud and mobile computing; the availability of credit; the effect of
unemployment; the effects of global economic conditions, including from an
economic downturn or recession in the United States or in other countries around
the world; the effects of revenue recognition; the effects of recently issued
accounting standards; expected trends in certain financial metrics, including
expenses; expectations regarding our cash needs; the effects of fluctuations in
exchange rates and our hedging activities on our financial results; our ability
to successfully expand adoption of our products; our ability to gain market
acceptance of new business and sales initiatives; the impact of past
acquisitions, including our integration efforts and expected synergies; the
impact of economic volatility and geopolitical activities in certain countries,
particularly emerging economy countries; the timing and amount of purchases
under our stock buy-back plan; and the effects of potential non-cash charges on
our financial results and the resulting effect on our financial results. In
addition, forward-looking statements also consist of statements involving
expectations regarding product capability and acceptance, statements regarding
our liquidity and short-term and long-term cash requirements, as well as
statements involving trend analyses and statements including such words as
"may," "believe," "could," "anticipate," "would," "might," "plan," "expect," and
similar expressions or the negative of these terms or other comparable
terminology. These forward-looking statements speak only as of the date of this
Quarterly Report on Form 10-Q and are subject to business and economic risks. As
such, our actual results could differ materially from those set forth in the
forward-looking statements as a result of a number of factors, including those
set forth below in Part II, Item 1A, "Risk Factors," and in our other reports
filed with the U.S. Securities and Exchange Commission. We assume no obligation
to update the forward-looking statements to reflect events that occur or
circumstances that exist after the date on which they were made, except as
required by law.

Note: A glossary of terms used in this Form 10-Q appears at the end of this
Item 2.

Strategy

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

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

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

Autodesk was founded during the platform transition from mainframe computers and
engineering workstations to personal computers. We have developed and sustained
a compelling value proposition based upon software for the personal computer.
Just as the transition from mainframes to personal computers transformed the
industry over 30 years ago, the software industry has undergone a transition
from developing and selling perpetual licenses and on-premises products to
subscriptions and cloud-enabled technologies.





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Product Evolution

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

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

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

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

To support our strategic priority of re-imagining Architecture, Engineering, and
Construction ("AEC"), we are strengthening the foundation of our AEC solutions
with both organic and inorganic investments. In the fiscal quarter ended April
30, 2021, we acquired Storm UK Holdco Limited, the parent of Innovyze, Inc.
("Innovyze"), which provides water infrastructure software. Combining Innovyze's
hydraulic modeling, simulation, asset performance management and operational
analytics solutions with Autodesk's design and analysis solutions (including
Autodesk Civil 3D, Autodesk InfraWorks, and the Autodesk Construction Cloud)
enables us to deliver end-to-end, cloud-based solutions for our water
infrastructure customers that drive efficiency and sustainability. In fiscal
2021, we acquired Spacemaker which uses cloud-based, artificial intelligence
(AI), and generative design to help architects, urban designers, and real estate
developers make faster and more informed early-stage design decisions which can
help maximize the long-term sustainability and return from property investments.
Other acquisitions in fiscal 2021 included solutions that use artificial
intelligence and machine learning to extract and process data from project plans
and specifications allowing general contractors, subcontractors, and owners to
automate workflows such as submittals and project closeout.

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

Global Reach

We sell our products and services globally, through a combination of indirect
and direct channels. Our indirect channels include value added resellers, direct
market resellers, distributors, computer manufacturers, and other software
developers. Our direct channels include internal sales resources dedicated to
selling in our largest accounts, our highly specialized solutions, and business
transacted through our online Autodesk branded store. See Note 3, "Revenue
Recognition" in the Notes to the Condensed Consolidated Financial Statements for
further detail on the results of our indirect and direct channel sales for the
three and nine months ended October 31, 2021 and 2020.

We anticipate that our channel mix will continue to change as we scale our
online Autodesk branded store business and our largest accounts shift towards
direct-only business models. However, we expect our indirect channel will
continue to transact and support the majority of our customers and revenue. We
employ a variety of incentive programs and promotions to align our direct and
indirect channels with our business strategies. In addition, we have a worldwide
user group organization and we have created online user communities dedicated to
the exchange of information related to the use of our products.
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One of our key strategies is to maintain an open-architecture design of our
software products to facilitate third-party development of complementary
products and industry-specific software solutions. This approach enables
customers and third parties to customize solutions for a wide variety of highly
specific uses. We offer several programs that provide strategic investment
funding, technological platforms, user communities, technical support, forums,
and events to developers who develop add-on applications for our products. For
example, we have established the Autodesk Forge developer platform to support
innovators that build solutions to facilitate the development of a single
connected ecosystem for the future of how things are designed, made, and used as
well as support ideas that push the boundaries of 3D printing.

In addition to the competitive advantages afforded by our technology, our large
global network of distributors, resellers, third-party developers, customers,
educators, educational institutions, learning partners, and students is a key
competitive advantage which has been cultivated over an extensive period. This
network of partners and relationships provides us with a broad and deep reach
into volume markets around the world. Our distributor and reseller network is
extensive and provides our customers with the resources to purchase, deploy,
learn, and support our solutions quickly and easily. We have a significant
number of registered third-party developers who create products that work well
with our solutions and extend them for a variety of specialized applications.

Impact at Autodesk

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

We focus our efforts to advance positive outcomes across three primary areas:
energy and materials, health and resilience, and work and prosperity. These
impact opportunity areas are derived from the UN Sustainable Development Goals
("SDGs") and have been focused through a multi-pronged process to align the top
needs of our stakeholders, the important issues of our business, and the areas
we are best placed to accelerate positive impact at scale.

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

The Autodesk Foundation (the "Foundation"), a privately funded 501(c)(3) charity
organization established and solely funded by us, leads our philanthropic
efforts. The purpose of the Foundation is twofold: to support employees to make
a better world by matching employees' volunteer time and/or donations to
nonprofit organizations; and to support organizations and individuals using
design to drive positive social and environmental impact. On our behalf, the
Foundation also administers a discounted software donation program to nonprofit
organizations, social and environmental entrepreneurs, and others who are
developing design solutions that will shape a more sustainable future.

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

Assumptions Behind Our Strategy

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

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements are prepared in conformity with
U.S. generally accepted accounting principles ("GAAP"). In preparing our
Condensed Consolidated Financial Statements, we make assumptions, judgments, and
estimates that can have a significant impact on amounts reported in our
Condensed Consolidated Financial Statements. We evaluate our estimates and
assumptions on an ongoing basis. We base our assumptions, judgments, and
estimates on historical
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experience and various other factors that we believe to be reasonable under the
circumstances. Actual results could differ materially from these estimates under
different assumptions or conditions. Our significant accounting policies are
described in Note 1, "Business and Summary of Significant Accounting Policies,"
in the Notes to Consolidated Financial Statements in our Form 10-K for the
fiscal year ended January 31, 2021.

An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, if different estimates reasonably could have
been used, or if changes in the estimate that are reasonably possible could
materially impact the financial statements. We highlighted those policies that
involve a higher degree of judgment and complexity with further discussion in
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations," in our Form 10-K. There have been no material changes to our
critical accounting policies and estimates during the three and nine months
ended October 31, 2021, as compared to those disclosed in our Form 10-K for the
fiscal year ended January 31, 2021. We believe these policies are the most
critical to aid in fully understanding and evaluating our financial condition
and results of operations.

Overview of the Three and Nine Months Ended October 31, 2021

•Total net revenue increased 18% and 15% to $1,125.8 million and $3,174.8
million for the three and nine months ended October 31, 2021, respectively,
compared to the same periods in the prior fiscal year.
•Recurring revenue as a percentage of net revenue was 97% for both the three and
nine months ended October 31, 2021, and remained flat as compared to both
periods in the prior fiscal year.
•Net revenue retention rate ("NR3") was within the range of 100% and 110% as of
both October 31, 2021 and 2020.
•Deferred revenue was $3.34 billion, a decrease of 0.5% compared to the fourth
quarter in the prior fiscal year.
•Remaining performance obligations (short-term and long-term deferred revenue
plus unbilled deferred revenue) ("RPO") was $4.23 billion, a decrease of 0.2%
compared to the fourth quarter in the prior fiscal year.
•Current remaining performance obligations were $2.88 billion, an increase of 5%
compared to the fourth quarter in the prior fiscal year.

Revenue Analysis

Net revenue increased during the three and nine months ended October 31, 2021,
as compared to the same period in the prior fiscal year, primarily due to the
respective 21% and 20% increase in subscription revenue, partially offset by the
respective 56% and 65% decrease in maintenance revenue.

For further discussion of the drivers of these results, see below under the
heading “Results of Operations.”

We rely significantly upon major distributors and resellers in both the U.S. and
international regions, including Tech Data Corporation and its global affiliates
(collectively, "Tech Data") and Ingram Micro Inc. ("Ingram Micro"). Total sales
to Tech Data accounted for 37% and 36% of our total net revenue for the three
and nine months ended October 31, 2021, respectively, and 37% of our total net
revenue for both the three and nine months ended October 31, 2020. During both
the three and nine months ended October 31, 2021, Ingram Micro accounted for 9%
of Autodesk's total net revenue. During both the three and nine months ended
October 31, 2020, Ingram Micro accounted for 10% of Autodesk's total net
revenue. Our customers through Tech Data and Ingram Micro are the resellers and
end users who purchase our software subscriptions and services. Should any of
our agreements with Tech Data or Ingram Micro be terminated for any reason, we
believe the resellers and end users who currently purchase our products through
Tech Data or Ingram Micro would be able to continue to do so under substantially
the same terms from one of our many other distributors without substantial
disruption to our revenue. Consequently, we believe our business is not
substantially dependent on Tech Data or Ingram Micro.

Recurring Revenue and Net Revenue Retention Rate

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

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The following table outlines our recurring revenue metric for the three and nine
months ended October 31, 2021 and 2020:

Change compared to

                                                Three Months Ended                  prior fiscal year                   Three Months Ended
(In millions, except percentage data)            October 31, 2021                 $                      %               October 31, 2020
Recurring revenue (1)                           $    1,088.3             $           164.1                  18  %       $      924.2
As a percentage of net revenue                            97     %                        N/A                 N/A                 97     %

                                                                                    Change compared to
                                                Nine Months Ended                   prior fiscal year                   Nine Months Ended
                                                 October 31, 2021                 $                      %               October 31, 2020
Recurring Revenue (1)                           $    3,088.5             $           406.8                  15  %       $    2,681.7
As a percentage of net revenue                            97     %                        N/A                 N/A                 97     %


________________

(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 Condensed Consolidated Statements of Operations.

NR3 was within the range of 100% and 110% as of both October 31, 2021, and 2020.

Foreign Currency Analysis

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

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

                                                                               Three Months Ended October 31, 2021                                                                                                     Nine Months 

Ended October 31, 2021

    Constant Currency percent                                                                                                               Constant 

Currency percent

                                    Percent change compared to                     change compared to                    Positive/Negative/Neutral impact from              Percent change compared to                     change compared to                    Positive/Negative/Neutral impact from
                                         prior fiscal year                        prior fiscal year (1)                      foreign exchange rate changes                       prior fiscal year                        prior fiscal year (1)                      foreign exchange rate changes
Net revenue                                                   18  %                                       17  %                        Positive                                                       15  %                                       14  %                        Positive
Total spend                                                   19  %                                       18  %                        Negative                                                       17  %                                       15  %                        Negative


 ________________

(1)Please refer to the Glossary of Terms for the definitions of our constant
currency growth rates.

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

Remaining Performance Obligations

RPO represents deferred revenue and contractually stated or committed orders
under early renewal and multi-year billing plans for subscription, services,
license, and maintenance for which the associated deferred revenue has not yet
been recognized. Unbilled deferred revenue is not included as a receivable or
deferred revenue on our Condensed Consolidated Balance Sheets. See Note 3,
"Revenue Recognition," for more details on Autodesk's performance obligations.
     (in millions)                              October 31, 2021       January 31, 2021
     Deferred revenue                                                 $         3,342.9      $ 3,360.2
     Unbilled deferred revenue                                                    888.5          880.5
     RPO                                                              $         4,231.4      $ 4,240.7



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RPO consisted of the following:
(in millions)                   October 31, 2021       January 31, 2021
Current RPO                                           $         2,877.0      $ 2,738.0
Non-current RPO                                                 1,354.4        1,502.7
RPO                                                   $         4,231.4      $ 4,240.7



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

Balance Sheet and Cash Flow Items

At October 31, 2021, we had $1,811.8 million in cash, cash equivalents, and
marketable securities. Our cash flow from operations increased to $808.5 million
for the nine months ended October 31, 2021, compared to $779.6 million for the
nine months ended October 31, 2020. We repurchased 1.7 million shares of our
common stock for $476.0 million during the nine months ended October 31, 2021.
Comparatively, we repurchased 2.1 million shares of our common stock for $392.9
million during the nine months ended October 31, 2020. See further discussion
regarding the balance sheet and cash flow activities under the heading
"Liquidity and Capital Resources."

Results of Operations

Impacts of COVID-19 to Autodesk’s Business

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

Additionally, the COVID-19 pandemic has spurred changes in the way we work as we
move to a more hybrid workforce resulting in an evaluation of our office space
needs. Accordingly, we expect to reduce our facilities portfolio worldwide and
expect to incur impairments to assets associated with our operating leases for
real estate over the next several quarters, which we currently estimate could
result in impairment charges that would range up to approximately $180 million
depending on the then-current market conditions. Optimizing our facilities costs
will allow us to better deploy capital to further our strategy and drive growth.
However, there is no guarantee that we will realize any anticipated benefits to
our business, including any cost savings or operational efficiencies, or that
our impairment charges would be limited to that amount.

We believe our investment in cloud products and a subscription business model,
backed by a strong balance sheet, give us a robust foundation to successfully
navigate the economic challenges of COVID-19. However, supply chain disruption
and resulting inflationary pressures, a global labor shortage, and the ebb and
flow of COVID, including in specific geographies, are currently impacting the
pace of our recovery and our outlook. The extent of the impact on our business
in fiscal 2022 and beyond will depend on several factors, including the full
duration and the extent of the pandemic, including as a result of outbreaks and
variants; actions taken by governments, businesses, and consumers in response to
the pandemic; speed and timing of economic recovery, including in specific
geographies; speed of rollout of COVID-19 vaccines, lifting of restrictions on
movement, and normalization of full-time return to work and social events; our
billings and renewal rates, including new business close rates, rate of
multi-year contracts, pace of closing larger transactions, and new unit volume
growth; and effect of the pandemic on margins and cash flow. All of these
factors continue to evolve and remain uncertain at this time, and some of these
factors are not within our control. Further discussion of the potential impacts
of COVID-19 on our business can be found in Part II, Item 1A, "Risk Factors."
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Net Revenue

Net Revenue by Income Statement Presentation

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

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

Other revenue consists of revenue from consulting, training, and other products
and services, and is recognized as the products are delivered and services are
performed.
                                        Three Months                                                       Three Months
                                            Ended             Change Compared to Prior Fiscal Year             Ended
                                         October 31,                                                        October 31,
(In millions, except percentages)           2021                     $                       %                 2020                 Management comments
Net Revenue:
Subscription                            $  1,070.7          $             186.3                21  %       $    884.4          Increase due to growth across
                                                                                                                               subscription types, led by
                                                                                                                               product subscription renewal
                                                                                                                               revenue. Also contributing to
                                                                                                                               the growth was an increase in
                                                                                                                               revenue from EBA offerings.
Maintenance (1)                               17.6                        (22.2)              (56) %             39.8
   Total subscription and maintenance
revenue                                    1,088.3                        164.1                18  %            924.2
Other                                         37.5                          9.3                33  %             28.2
                                        $  1,125.8          $             173.4                18  %       $    952.4

                                         Nine Months                   Change compared to                   Nine Months
                                            Ended                      prior fiscal year                       Ended
                                         October 31,                                                        October 31,
                                            2021                      $                      %                 2020                 Management Comments
Net Revenue:
Subscription                            $  3,034.9          $             506.3                20  %       $  2,528.6          Increase due to growth across
                                                                                                                               subscription types, led by
                                                                                                                               product subscription renewal
                                                                                                                               revenue. Also contributing to
                                                                                                                               the growth was an increase in
                                                                                                                               revenue from EBA offerings.
Maintenance (1)                               53.6                        (99.5)              (65) %            153.1
   Total subscription and maintenance
revenue                                    3,088.5                        406.8                15  %          2,681.7
Other                                         86.3                         16.8                24  %             69.5
                                        $  3,174.8          $             423.6                15  %       $  2,751.2


____________________
(1)We expect maintenance revenue will slowly decline; however, the rate of
decline will vary based on the number of renewals, the renewal rate, and our
ability to incentivize maintenance plan customers to transition to subscription
plan offerings.

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Net Revenue by Product Family

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

                                              Three Months                 Change compared to                    Three Months
                                                  Ended                     prior fiscal year                        Ended
                                               October 31,                                                        October 31,
(In millions, except percentages)                 2021                    $                     %                    2020                     Management comments
Net Revenue by Product Family:
AEC                                           $    511.1          $            91.7               22  %          $    419.4          Increase due to growth in revenue
                                                                                                                                     from AEC Collections, EBAs, Revit and
                                                                                                                                     Innovyze.
AutoCAD and AutoCAD LT                             318.4                       39.6               14  %               278.8          Increase due to growth in revenue
                                                                                                                                     from both AutoCAD LT and AutoCAD.
MFG                                                225.0                       30.9               16  %               194.1          Increase due to growth in revenue
                                                                                                                                     from EBAs, Fusion360, and MFG
                                                                                                                                     Collections.
M&E                                                 63.0                        9.0               17  %                54.0          Increase due to growth in revenue
                                                                                                                                     from ShotGrid, Maya, and 3DS Max.
Other                                                8.3                        2.2               36  %                 6.1
Total Net Revenue                             $  1,125.8          $           173.4               18  %          $    952.4

                                               Nine Months                 Change compared to                     Nine Months
                                                  Ended                     prior fiscal year                        Ended
                                               October 31,                                                        October 31,
                                                  2021                     $                    %                    2020
Net Revenue by Product Family:
AEC                                           $  1,432.4          $           233.3               19  %          $  1,199.1          Increase due to growth in revenue
                                                                                                                                     from AEC Collections, EBAs, Innovyze,
                                                                                                                                     and Revit.
ACAD and AutoCAD LT                                907.9                       95.0               12  %               812.9          Increase due to growth in revenue
                                                                                                                                     from both AutoCAD LT and AutoCAD.
MFG                                                630.0                       67.5               12  %               562.5          Increase due to growth in revenue
                                                                                                                                     fromEBAs, Fusion360, and MFG
                                                                                                                                     Collections.
M&E                                                176.5                       16.6               10  %               159.9          Increase due to growth in revenue
                                                                                                                                     from Maya, ShotGrid, and M&E
                                                                                                                                     Collections.
Other                                               28.0                       11.2               67  %                16.8
Total Net Revenue                             $  3,174.8          $           423.6               15  %          $  2,751.2




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Net Revenue by Geographic Area

                                                                                                          Constant currency
                                        Three Months                  Change compared to                 change compared to         Three Months
                                        Ended October                  prior fiscal year                  prior fiscal year         Ended October
(In millions, except percentages)         31, 2021                   $                     %                     %                    31, 2020
Net Revenue:
Americas
U.S.                                   $      383.2          $            54.7               17  %                         *       $      328.5
Other Americas                                 78.7                       14.3               22  %                         *               64.4
Total Americas                                461.9                         69               18  %                     17  %              392.9
EMEA                                          433.2                       68.9               19  %                     16  %              364.3
APAC                                          230.7                       35.5               18  %                     17  %              195.2
Total Net Revenue                      $    1,125.8          $           173.4               18  %                     17  %       $      952.4

Emerging Economies                     $      139.7          $            24.8               22  %                     20  %       $      114.9

                                                                                                          Constant currency
                                         Nine Months                  Change compared to                 change compared to          Nine Months
                                        Ended October                  prior fiscal year                  prior fiscal year         Ended October
(In millions, except percentages)         31, 2021                   $                     %                     %                    31, 2020
Net Revenue:
Americas
U.S.                                   $    1,054.5          $           115.9               12  %                         *       $      938.6
Other Americas                                221.9                       33.9               18  %                         *              188.0
Total Americas                              1,276.4                      149.8               13  %                     13  %            1,126.6
EMEA                                        1,225.9                      162.1               15  %                     12  %            1,063.8
APAC                                          672.5                      111.7               20  %                     18  %              560.8
Total Net Revenue                      $    3,174.8          $           423.6               15  %                     14  %       $    2,751.2

Emerging Economies                     $      393.6          $            53.6               16  %                     15  %       $      340.0


____________________

* Constant currency data not provided at this level.

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

                                       41
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Net Revenue by Sales Channel
                                          Three Months                 Change compared to                    Three Months
                                              Ended                     prior fiscal year                        Ended
                                           October 31,                                                        October 31,
(In millions, except percentages)             2021                    $                     %                    2020                    Management 

Comments

Net Revenue by Sales Channel:
Indirect                                  $    729.3          $            73.1               11  %          $    656.2          Increase due to growth in
                                                                                                                                 subscription revenue.
Direct                                         396.5                      100.3               34  %               296.2          Increase due to an increase in EBAs
                                                                                                                                 and our online Autodesk branded
                                                                                                                                 store.
Total Net Revenue                         $  1,125.8          $           173.4               18  %          $    952.4

                                           Nine Months                 Change compared to                     Nine Months
                                              Ended                     prior fiscal year                        Ended
                                           October 31,                                                        October 31,
                                              2021                     $                    %                    2020                    Management Comments
Net Revenue by Sales Channel:
Indirect                                  $  2,092.8          $           173.9                9  %          $  1,918.9          Increase due to growth in
                                                                                                                                 subscription revenue.
Direct                                       1,082.0                      249.7               30  %               832.3          Increase due to an increase in EBAs
                                                                                                                                 and our online Autodesk branded
                                                                                                                                 store.
Total Net Revenue                         $  3,174.8          $           423.6               15  %          $  2,751.2


Net Revenue by Product Type

                                                            Change compared to
                              Three Months                   prior fiscal year                              Three Months
(In millions, except          Ended October                                                                 Ended October
percentages)                    31, 2021                   $                     %                            31, 2020                Management Comments

Net Revenue by Product Type:

Design                       $      994.4          $           146.7               17  %                   $      847.7          Increase due to growth in EBA
                                                                                                                                 offerings, AEC & MFG
                                                                                                                                 collections, AutoCAD LT, and
                                                                                                                                 AutoCAD Family.

Make                                 93.9                       17.4               23  %                           76.5          Increase primarily due to
                                                                                                                                 growth in revenue from BIM
                                                                                                                                 Family, Fusion 360, and
                                                                                                                                 Plangrid products.
Other                                37.5                        9.3               33  %                           28.2
Total Net Revenue            $    1,125.8          $           173.4               18  %                   $      952.4


                                                            Change compared to
                               Nine Months                   prior fiscal year                               Nine Months
(In millions, except          Ended October                                                                 Ended October
percentages)                    31, 2021                   $                     %                            31, 2020                Management Comments
Net Revenue:

Design                                                                                                                           Increase due to growth in EBA
                                                                                                                                 offerings, AEC & MFG
                                                                                                                                 collections, AutoCAD LT, and
                             $    2,823.5          $           356.7               14  %                   $    2,466.8          AutoCAD Family.

Make                                                                                                                             Increase primarily due to
                                                                                                                                 growth in revenue from BIM
                                                                                                                                 Family, Fusion 360, and
                                    265.0                       50.1               23  %                          214.9          Plangrid products.
Other                                86.3                       16.8               24  %                           69.5
Total Net Revenue            $    3,174.8          $           423.6               15  %                   $    2,751.2



                                       42
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Cost of Revenue and Operating Expenses

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

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

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

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

Research and development expenses, which are expensed as incurred, consist
primarily of salaries, bonuses, benefits, and stock-based compensation expense
for research and development employees, the expense of travel, entertainment,
and training for such personnel, professional services such as fees paid to
software development firms and independent contractors, SaaS vendor costs and
allocated IT costs, gains and losses on our operating expense cash flow hedges,
and facilities costs.

General and administrative expenses include salaries, bonuses, benefits, and
stock-based compensation expense for our CEO, finance, human resources, and
legal employees, as well as professional fees for legal and accounting services,
SaaS vendor costs and net IT costs, certain foreign business taxes, gains and
losses on our operating expense cash flow hedges, expense of travel,
entertainment, and training, facilities costs, acquisition-related costs, and
the cost of supplies and equipment.
                                Three Months                       Change compared to                              Three Months
                                   Ended                            prior fiscal year                                 Ended
(In millions, except            October 31,
percentages)                        2021               $                         %              October 31, 2020                                Management comments
Cost of revenue:
Subscription and maintenance    $    74.8                   $           14.1            23  %                      $    60.7                

Increase primarily due to an increase in

                                                                                                                                            cloud 

hosting costs and employee-related

                                                                                                                                            costs 

driven by higher headcount as well

                                                                                                                                            as an increase in stock-based
                                                                                                                                            compensation.
Other                                17.7                                2.3            15  %                           15.4                Increase

primarily due to an increase in

employee-related costs driven by higher

                                                                                                                                            headcount as well as an increase in
                                                                                                                                            stock-based compensation.
Amortization of developed            14.6                                7.0            92  %                            7.6                Increase due to growth in amortization
technologies                                                                                                                                expense from acquired developed
                                                                                                                                           

technologies as a result of our

acquisitions in the fourth quarter of

                                                                                                                                            fiscal 2021 and first and second quarter
                                                                                                                                            of fiscal 2022.
Total cost of revenue           $   107.1                   $           23.4            28  %                      $    83.7

Operating expenses:
Marketing and sales             $   419.4                   $           60.1            17  %                      $   359.3               

Increase primarily due to an increase in

employee-related costs driven by higher

                                                                                                                                            headcount, 

an increase in advertisement

                                                                                                                                            and 

promotion costs mainly due to new

                                                                                                                                            company 

branding campaign as well as an

                                                                                                                                            increase in stock-based compensation.
Research and development            282.1                               49.1            21  %                          233.0               

Increase primarily due to an increase in

                                                                                                                                            stock-based compensation as well as an
                                                                                                                                            increase in employee-related costs due
                                                                                                                                            to higher headcount and an increase in
                                                                                                                                            professional fees.


                                       43
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General and administrative           112.8                         14.0                   14  %                            98.8                Increase 

primarily due to an increase in

stock-based compensation as well as an increase

                                                                                                                                               in cloud 

hosting costs and employee-related

                                                                                                                                               costs driven by higher headcount.
Amortization of purchased             11.1                          1.5                   16  %                             9.6                Increase due to growth in amortization expense
intangibles                                                                                                                                    from 

acquired intangibles as a result of our

acquisitions in the fourth quarter of fiscal

                                                                                                                                               2021 and 

first and second quarter of fiscal

                                                                                                                                               2022.

Total operating expenses        $    825.4                 $      124.7                   18  %                      $    700.7

                                 Nine Months                       Change  compared to                                Nine Months
                                    Ended                           prior fiscal year                                    Ended
                                 October 31,
                                    2021                $                         %               October 31, 2020                                     Management comments
Cost of revenue:
Subscription and maintenance    $    219.3                 $       42.7                   24  %                      $    176.6                Increase 

primarily due to an increase in cloud

                                                                                                                                               hosting 

costs, employee-related costs driven by

                                                                                                                                               higher 

headcount, as well as an increase in

                                                                                                                                               stock-based compensation.
Other                                 47.6                          0.1                  0.2  %                            47.5                Other

cost of revenue remained flat as compared

                                                                                                                                               to the prior period.
Amortization of developed             38.4                         16.0                   71  %                            22.4                Increase due to growth in amortization expense
technologies                                                                                                                                   from 

acquired developed technologies as a

                                                                                                                                               result 

of our acquisitions in the fourth

                                                                                                                                               quarter 

of fiscal 2021 and first and second

                                                                                                                                               quarter of fiscal 2022.
Total cost of revenue           $    305.3                 $       58.8                   24  %                      $    246.5

Operating expenses:
Marketing and sales             $  1,195.3                 $      143.8                   14  %                      $  1,051.5                Increase

primarily due to an increase in

employee-related costs driven by higher

headcount, an increase in advertisement and

promotion costs due to new company branding

                                                                                                                                               campaign 

as well as an increase in stock-based

compensation, cloud hosting costs and

                                                                                                                                               professional fees.
Research and development             824.5                        141.6                   21  %                           682.9                Increase

primarily due to an increase in

employee-related costs driven by higher

headcount, an increase in stock-based

compensation, as well as an increase in

                                                                                                                                               professional fees and cloud hosting costs.
General and administrative           344.1                         47.3                   16  %                           296.8                Increase 

primarily due to an increase in

employee-related costs driven by higher

headcount, an increase in stock-based

compensation and acquisition-related costs, as

                                                                                                                                               well as 

an increase in cloud hosting costs, and

professional fees, partially offset by

                                                                                                                                               capitalized software costs.
Amortization of purchased             30.4                          1.6                    6  %                            28.8                Increase due to growth in amortization expense
intangibles                                                                                                                                    from 

acquired intangibles as a result of our

acquisitions in the fourth quarter of fiscal

                                                                                                                                               2021 and 

first and second quarter of fiscal

                                                                                                                                               2022.

Total operating expenses        $  2,394.3                 $      334.3                   16  %                      $  2,060.0



The following table highlights our expectation for the absolute dollar change
and percent of revenue change between the fourth quarter of fiscal 2022, as
compared to the fourth quarter of fiscal 2021:

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



                                       44
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Interest and Other Expense, Net

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

                                             Three Months Ended October 31,               Nine Months Ended October 31,
(in millions)                                    2021               2020                     2021               2020

Interest and investment expense, net $ (15.8) $ (14.6)

              $    (39.2)         $  (44.9)
Gain (loss) on foreign currency                     2.5              (1.0)                      3.1               1.9
Gain (loss) on strategic investments                6.5              (0.3)                     12.3             (31.2)
Other income                                        0.9               4.0                       6.2               5.1
Interest and other expense, net              $     (5.9)         $  (11.9)               $    (17.6)         $  (69.1)



Interest and other expense, net, decreased by $6.0 million and $51.5 million
during the three and nine months ended October 31, 2021, as compared to the same
periods in the prior fiscal year. The decrease in the three months ended October
31, 2021, as compared to the same period in the prior fiscal year was primarily
due to strategic investment equity securities measurement alternative adjustment
gains and mark-to-market gains in the current period, compared to losses in the
prior period, and a decrease in other income. The decrease in the nine months
ended October 31, 2021, as compared to the same period in the prior fiscal year
was primarily due to disposition and mark-to-market gains and a decrease in
impairments of strategic investment equity securities in the current period as
compared to the prior period and an increase in mark-to market gains on debt and
equity securities held in a rabbi trust under non-qualified deferred
compensation plans in the current period compared to the prior period.

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

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

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.

We had an income tax expense of $50.7 million, relative to pre-tax income of
$187.4 million for the three months ended October 31, 2021, and an income tax
expense of $23.9 million, relative to pre-tax income of $156.1 million for the
three months ended October 31, 2020. Income tax expense for the three months
ended October 31, 2021, reflects an increase in tax expense as a result of the
jurisdictional mix of year-to-date earnings. The quarter over quarter comparison
also reflects the U.S. valuation allowance release as of January 31, 2021.

We had an income tax expense of $49.7 million, relative to pre-tax income of
$457.6 million for the nine months ended October 31, 2021, and an income tax
expense of $78.7 million, relative to pre-tax income of $375.6 million for the
nine months ended October 31, 2020. Income tax expense for the nine months ended
October 31, 2021, reflects a decrease in tax expense due to a discrete tax
benefit primarily related to a Supreme Court decision in India on the taxability
of software license payments to nonresidents and the associated withholding
taxes, offset by an increase in tax expense from jurisdictional mix of
year-to-date earnings.

We regularly assess the need for a valuation allowance against our deferred tax
assets. In making that assessment, we consider both positive and negative
evidence related to the likelihood of realization of the deferred tax assets to
determine, based on the weight of available evidence, whether it is more likely
than not that some or all of the deferred tax assets will not be realized. We
have maintained a valuation allowance on our Netherlands, Canada, California,
Michigan and U.S. capital loss deferred tax assets as it is more likely than not
that some or all of the deferred tax assets will not be realized.

As we continually strive to optimize our overall business model, tax planning
strategies may become feasible and prudent allowing us to realize many of the
deferred tax assets that are offset by a valuation allowance; therefore, we will
continue to evaluate the ability to utilize the deferred tax assets each
quarter, both in the U.S. and in foreign jurisdictions, based on all available
evidence, both positive and negative.
                                       45
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As of October 31, 2021, we had $204.6 million of gross unrecognized tax
benefits, of which $33.5 million would reduce our valuation allowance, if
recognized. The remaining $171.1 million would impact the effective tax rate, if
recognized. It is possible that the amount of unrecognized tax benefits will
decrease in the next 12 months for an audit settlement of approximately
$8.0 million.

We anticipate that the U.S. Department of Treasury will continue to interpret or
issue guidance on how provisions of the U.S. Tax Cuts and Jobs Act ("Tax Act")
will be applied or otherwise administered. As future guidance is issued, we may
make adjustments to the amounts that we have previously recorded that may
materially impact our financial statements.

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

On June 29, 2020, California enacted Assembly Bill No. 85, suspending
utilization of net operating losses and limiting R&D credits utilization against
California taxable income in excess of $5.0 million for the remaining 2 years.
The enactment of this state legislature may result in an increase in California
taxes for Autodesk.

Other Financial Information

In addition to our results determined under GAAP discussed above, we believe the
following non-GAAP measures are useful to investors in evaluating our operating
performance. For the three and nine months ended October 31, 2021 and 2020, our
gross profit, income from operations, operating margin, net income, and diluted
net income per share on a GAAP and non-GAAP basis were as follows (in millions
except for operating margin and per share data):
                                                 Three Months Ended October 31,             Nine Months Ended October 31,
                                                     2021                2020                  2021                  2020
                                                                                 (Unaudited)
Gross profit                                    $  1,018.7           $   868.7          $      2,869.5           $ 2,504.7
Non-GAAP gross profit                           $  1,040.2           $   882.6          $      2,932.2           $ 2,544.6

Income from operations                          $    193.3           $   168.0          $        475.2           $   444.7
Non-GAAP income from operations                 $    365.0           $   287.1          $        975.8           $   797.3
Operating margin                                        17   %              18  %                   15   %              16  %
Non-GAAP operating margin                               32   %              30  %                   31   %              29  %
Net income                                      $    136.7           $   132.2          $        407.9           $   296.9
Non-GAAP net income                             $    296.1           $   231.5          $        794.5           $   637.9
GAAP diluted net income per share               $     0.61           $    0.59          $         1.83           $    1.34
Non-GAAP diluted net income per share           $     1.33           $    1.04          $         3.57           $    2.87



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

                                       46
--------------------------------------------------------------------------------

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

Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures

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

                                                           Three Months Ended October 31,            Nine Months Ended October 31,
                                                               2021               2020                  2021                  2020
                                                                                          (Unaudited)
Gross profit                                              $  1,018.7           $  868.7          $      2,869.5           $ 2,504.7
Stock-based compensation expense                                 7.8                6.1                    24.8                17.0
Amortization of developed technologies                          13.5                7.6                    37.3                22.4
Acquisition-related costs                                        0.2                0.2                     0.6                 0.5
Non-GAAP gross profit                                     $  1,040.2           $  882.6          $      2,932.2           $ 2,544.6

Income from operations                                    $    193.3           $  168.0          $        475.2           $   444.7
Stock-based compensation expense                               143.7               97.4                   412.7               291.5
Amortization of developed technologies                          13.5                7.6                    37.3                22.4
Amortization of purchased intangibles                           10.8                9.6                    30.1                28.8
Acquisition-related costs                                        3.7                4.5                    20.5                 9.9

Non-GAAP income from operations                           $    365.0           $  287.1          $        975.8           $   797.3

Operating margin                                                  17   %             18  %                   15   %              16  %
Stock-based compensation expense                                  13   %             10  %                   13   %              11  %
Amortization of developed technologies                             1   %              1  %                    1   %               1  %
Amortization of purchased intangibles                              1   %              1  %                    1   %               1  %

Acquisition-related costs                                          -   %              -  %                    1   %               -  %

Non-GAAP operating margin (1)                                     32   %             30  %                   31   %              29  %

Net income                                                $    136.7           $  132.2          $        407.9           $   296.9
Stock-based compensation expense                               143.7               97.4                   412.7               291.5
Amortization of developed technologies                          13.5                7.6                    37.3                22.4
Amortization of purchased intangibles                           10.8                9.6                    30.1                28.8

Acquisition-related costs                                        3.7                4.5                    20.5                 9.9

(Gain) loss on strategic investments and dispositions,
net

                                                             (6.5)               0.3                   (12.3)               31.2
Discrete tax (provision) benefit items                          (5.4)               3.7                   (61.4)                4.8

Income tax effect of non-GAAP adjustments                       (0.4)             (23.8)                  (40.3)              (47.6)
Non-GAAP net income                                       $    296.1           $  231.5          $        794.5           $   637.9


                                       47
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                                                          Three Months Ended October 31,         Nine Months Ended October 31,
                                                              2021               2020               2021               2020
                                                                                       (Unaudited)
Diluted net income per share                              $     0.61          $   0.59          $     1.83          $   1.34
Stock-based compensation expense                                0.65              0.44                1.86              1.31
Amortization of developed technologies                          0.06              0.04                0.17              0.10
Amortization of purchased intangibles                           0.05              0.04                0.14              0.13

Acquisition-related costs                                       0.01              0.02                0.09              0.04

(Gain) loss on strategic investments and dispositions,
net

                                                            (0.03)                -               (0.06)             0.14
Discrete tax (provision) benefit items                         (0.03)             0.02               (0.28)             0.02

Income tax effect of non-GAAP adjustments                       0.01             (0.11)              (0.18)            (0.21)
Non-GAAP diluted net income per share                     $     1.33        

$ 1.04 $ 3.57 $ 2.87

____________________

(1)Totals may not sum due to rounding.

Our non-GAAP financial measures may exclude the following, as applicable:

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

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

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

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

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

Acquisition-related costs. We exclude certain acquisition-related costs,
including due diligence costs, professional fees in connection with an
acquisition, certain financing costs, and certain integration-related
expenses. These expenses are unpredictable, and dependent on factors that may be
outside of our control and unrelated to the continuing operations of the
acquired business or our Company. In addition, the size and complexity of an
acquisition, which often drives the magnitude of acquisition-related costs, may
not be indicative of such future costs. We believe excluding acquisition-related
costs facilitates the comparison of our financial results to the Company's
historical operating results and to other companies in our industry.
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Loss (gain) on strategic investments and dispositions. We exclude gains and
losses related to our strategic investments and dispositions of strategic
investments, purchased intangibles, and businesses from our non-GAAP measures
primarily because management finds it useful to exclude these variable gains and
losses on these investments and dispositions in assessing our financial results.
Included in these amounts are non-cash unrealized gains and losses on the
derivative components, dividends received, realized gains and losses on the
sales or losses on the impairment of these investments, and gain and loss on
dispositions. We believe excluding these items is useful to investors because
these excluded items do not correlate to the underlying performance of our
business and these losses or gains were incurred in connection with strategic
investments and dispositions which do not occur regularly.

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

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

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

Liquidity and Capital Resources

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

At October 31, 2021, our principal sources of liquidity were cash, cash
equivalents, and marketable securities totaling $1,811.8 million and net
accounts receivable of $580.3 million.

In September 2021, Autodesk entered into an amended and restated credit
agreement ("Credit Agreement") by and among Autodesk, the lenders party thereto,
and Citibank, N.A., as agent, that provides for a revolving credit facility in
the aggregate principal amount of $1.50 billion with an option to be increased
up to $2.0 billion which increased from an aggregate principal amount of $650.0
million, with an option to be increased up to $1.0 billion, under our previous
credit agreement. The revolving credit facility is available for working capital
or other business needs. The maturity date on the Credit Agreement is September
30, 2026. At October 31, 2021, Autodesk had no outstanding borrowings under the
Credit Agreement. Additionally, as of December 3, 2021, we have no amounts
outstanding under the Credit Agreement. See Part I, Item 1, Note 14, "Borrowing
Arrangements," in the Notes to Condensed Consolidated Financial Statements for
further discussion on our covenant requirements. If we are unable to remain in
compliance with the covenants under the Credit Agreement, we will not be able to
draw on our revolving credit facility.

As of October 31, 2021, we have $2.65 billion aggregate principal amount of
notes outstanding. See Part I, Item 1, Note 14, “Borrowing Arrangements,” in the
Notes to Condensed Consolidated Financial Statements for further discussion.

Our cash and cash equivalents are held by diversified financial institutions
globally. Our primary commercial banking relationship is with Citigroup and its
global affiliates. In addition, Citibank N.A., an affiliate of Citigroup, is one
of the lead lenders and agent in the syndicate of our $1.50 billion revolving
credit facility.
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Our cash and cash equivalents balances are concentrated in a few locations
around the world, with substantial amounts held outside of the United States. As
of October 31, 2021, approximately 32% of our total cash or cash equivalents are
located in foreign jurisdictions and that percentage will fluctuate subject to
business needs. There are several factors that can impact our ability to utilize
foreign cash balances, such as foreign exchange restrictions, foreign regulatory
restrictions, or adverse tax costs. The Tax Act included a mandatory one-time
tax on accumulated earnings of foreign subsidiaries and generally eliminated
U.S. taxes on foreign subsidiary distributions in future periods. As a result,
earnings in foreign jurisdictions are generally available for distribution to
the United States with little to no incremental U.S. taxes. We regularly review
our capital structure and consider a variety of potential financing alternatives
and planning strategies to ensure we have the proper liquidity available in the
locations in which it is needed. We expect to meet our liquidity needs through
or in combination of current cash balances, ongoing cash flows, and external
borrowings.

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

Our revenue, earnings, cash flows, receivables, and payables are subject to
fluctuations due to changes in foreign currency exchange rates, for which we
have put in place foreign currency contracts as part of our risk management
strategy. See Part I, Item 3, "Quantitative and Qualitative Disclosures About
Market Risk" for further discussion.
                                                                      Nine Months Ended October 31,
(in millions)                                                            2021                   2020
Net cash provided by operating activities                         $          808.5          $   779.6
Net cash used in investing activities                                     (1,299.0)            (176.7)
Net cash provided by (used in) financing activities                          473.3             (844.0)



Net cash provided by operating activities of $808.5 million for the nine months
ended October 31, 2021, primarily consisted of $407.9 million of our net income
adjusted for $552.2 million non-cash items such as stock-based compensation
expense, and depreciation, amortization, and accretion expense. The decrease in
cash provided by working capital was primarily due to an increase in prepaid
expenses and other assets of $138.8 million, due to timing of prepaid operating
expenses, and a decrease in accounts payable and other liabilities of $67.4
million, due to the timing of payments related to employee compensation and
related costs, offset by a decrease in accounts receivable of $70.0 million due
to the seasonality of our billings in the fourth fiscal quarter and timing of
cash collections from customers.

Net cash provided by operating activities of $779.6 million for the nine months
ended October 31, 2020, primarily consisted of $296.9 million of our net income
adjusted for $445.3 million non-cash items such as stock-based compensation
expense, and depreciation, amortization, and accretion expense. The increase in
cash provided by changes in working capital was due to a decrease in accounts
receivable of $112.8 million due to the seasonality of our billings in the
fourth fiscal quarter and timing of cash collections from customers partially
offset by a decrease in deferred revenue of $78.3 million driven by a decrease
in multi-year billings.

Net cash used in investing activities was $1,299.0 million for the nine months
ended October 31, 2021, primarily due to business combinations, net of cash
acquired. Net cash used in investing activities was $176.7 million for the nine
months ended October 31, 2020, and was primarily due to purchases of capital
expenditures, strategic investments equity securities, and acquisitions, net of
cash acquired.

Net cash provided by financing activities was $473.3 million for the nine months
ended October 31, 2021, primarily due to the proceeds from debt issuance, net of
discount. These cash inflows were offset in part by repurchases of common stock.
Net cash used in financing activities was $844.0 million for the nine months
ended October 31, 2020, primary due to the repayment of debt and the repurchases
of common stock. These cash outflows were offset in part by cash proceeds from
the issuance of common stock.

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Issuer Purchases of Equity Securities

Autodesk's stock repurchase program provides Autodesk with the ability to offset
the dilution from the issuance of stock under our employee stock plans and
reduce shares outstanding over time, and has the effect of returning excess cash
generated from our business to stockholders. Under the share repurchase program,
Autodesk may repurchase shares from time to time in open market transactions,
privately negotiated transactions, accelerated share repurchase programs, tender
offers, or by other means. The share repurchase program does not have an
expiration date and the pace and timing of repurchases will depend on factors
such as cash generation from operations, available surplus, the volume of
employee stock plan activity, remaining shares available in the authorized pool,
cash requirements for acquisitions, economic and market conditions, stock price,
and legal and regulatory requirements.

The following table provides information about the repurchase of common stock in
open-market transactions during the three months ended October 31, 2021:

                                                                                    Total Number of Shares           Maximum Number of
                                 Total Number of                                     Purchased as Part of          Shares that May Yet Be
                                      Shares                Average Price          Publicly Announced Plans         Purchased Under the
(Shares in millions)                Purchased               Paid per Share             or Programs (1)             Plans or Programs (2)
August 1 - August 31                     0.2              $        316.51                        0.2                           11.2
September 1 - September 30               0.5                       289.78                        0.5                           10.7
October 1- October 31                    0.3                       284.72                        0.3                           10.4
Total                                    1.0              $        292.91                        1.0


 ________________
(1)This represents shares purchased in open-market transactions under the stock
repurchase plan approved by the Board of Directors.
(2)These amounts correspond to the plan publicly announced and approved by the
Board of Directors in September 2016 that authorized the repurchase of 30.0
million shares. The plan does not have a fixed expiration date. See Note 17,
"Stockholders' Equity ," in the Notes to the Condensed Consolidated Financial
Statements for further discussion.

Off-Balance Sheet Arrangements

As of October 31, 2021, we did not have any significant off-balance sheet
arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Glossary of Terms

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

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

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

Design Business: Represents the combination of maintenance, product
subscriptions, and all EBAs. Main products include, but are not limited to,
AutoCAD, AutoCAD LT, Industry Collections, Revit, Inventor, Maya and 3ds Max.
Certain products, such as our computer aided manufacturing solutions,
incorporate both Design and Make functionality and are classified as Design.

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

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

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Industry Collections: Autodesk Industry Collections are a combination of
products and services that target a specific user objective and support a set of
workflows for that objective. Our Industry Collections consist of: Autodesk
Architecture, Engineering and Construction Collection, Autodesk Product Design &
Manufacturing Collection, and Autodesk Media and Entertainment Collection.

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

Make Business: Represents certain cloud-based product subscriptions. Main
products include, but are not limited to, Assemble, Autodesk Build,
BuildingConnected, Fusion 360 and Shotgrid. Certain products, such as Fusion
360, incorporate both Design and Make functionality and are classified as Make.

Net Revenue Retention Rate (NR3): Measures the year-over-year change in
subscription and maintenance revenue for the population of customers that
existed one year ago ("base customers"). Net revenue retention rate is
calculated by dividing the current quarter subscription and maintenance revenue
related to base customers by the total corresponding quarter subscription and
maintenance revenue from one year ago. Subscription and maintenance revenue is
based on USD reported revenue, and fluctuations caused by changes in foreign
currency exchange rates and hedge gains or losses have not been eliminated.
Subscription and maintenance revenue related to acquired companies, one year
after acquisition, has been captured as existing customers until such data
conforms to the calculation methodology. This may cause variability in the
comparison.

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

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

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

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

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

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

Subscription Revenue: Includes our term-based product subscriptions, cloud
service offerings, and flexible EBAs.

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

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