AUTODESK, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (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 Months Ended April 30, 2022,"
and in "Results of Operations-Overview."  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 Section 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 processes. To drive execution of our strategy, we are focused on
three strategic priorities: deliver a world-class customer experience, catalyze
our customers' digital transformation, and establish an industry-leading
platform for Design and Make.

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
hardware industry, 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 plans"). 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, 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.

To support our strategic priority of digital transformation in Architecture,
Engineering, and Construction ("AEC"), we are strengthening the foundation of
our AEC solutions with both organic and inorganic investments. In fiscal 2023,
we acquired a cloud-connected, extended reality (XR) platform which enables AEC
professionals to present, collaborate and review projects together in immersive
and interactive experiences, from anywhere and at any time. This acquisition
enables Autodesk to meet increasing needs for augmented reality (AR) and virtual
reality (VR) technology advancements within the AEC industry and further support
AEC customers throughout the project delivery lifecycle. In fiscal 2022, 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. Other acquisitions in fiscal
2022 include a cloud-based estimating solution that enables construction teams
to create estimates, perform digital takeoffs, generate detailed reports and
proposals and manage bid-day processes.

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. In the first fiscal quarter of 2023, we acquired a maker of
software for optimizing manufacturing processes with automation and digitization
from the shop floor upward that provides a real-time system of record for data
collection, management, and analysis. In fiscal 2022, 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.

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

Global reach

We sell our products and services globally, through a combination of indirect
and direct channels. Our indirect channels include value added resellers, direct
market resellers, distributors, computer manufacturers, and other software
developers. Our direct channels include internal sales resources dedicated to
selling in our largest accounts, our highly specialized solutions, and business
transacted through our online Autodesk branded store. See Note 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 months ended April 30, 2022 and 2021.

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
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align our direct and indirect channels with our business strategies. In
addition, we have a worldwide user group organization and we have created online
user communities dedicated to the exchange of information related to the use of
our products.

One of our key strategies is to maintain an open-architecture design of our
software products to facilitate third-party development of complementary
products and industry-specific software solutions. This approach enables
customers and third parties to customize solutions for a wide variety of highly
specific uses. We offer several programs that provide strategic investment
funding, technological platforms, user communities, technical support, forums,
and events to developers who develop add-on applications for our products. For
example, we have established the Autodesk Forge developer 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."

Significant Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with
WE generally accepted accounting principles (“GAAP”). In preparing our condensed consolidated financial statements, we make assumptions, judgments and

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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 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, 2022.

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 months ended April
30, 2022, as compared to those disclosed in our Form 10-K for the fiscal year
ended January 31, 2022. 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 months ended April 30, 2022

• Total net income increased by 18% to reach $1,170 million for the three months ended
April 30, 2022 compared to the same period of the previous year.

• Recurring revenue as a percentage of net revenue was 98% for the two months ended April 30, 2022 and 2021.

• The net revenue retention rate (“NR3”) was between 100% and 110% for both April 30, 2022 and 2021.

• Deferred revenue has been $3.75 billiona decrease of 1% compared to the fourth quarter of the previous fiscal year.

• The remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) have been $4.68 billiona decrease of 1% compared to the fourth quarter of the previous fiscal year.

• The current remaining performance obligations have been $3.14 billionan increase of less than 1% compared to the fourth quarter of the previous fiscal year.

Revenue Analysis

Net revenue increased during the three months ended April 30, 2022, as compared
to the same period in the prior fiscal year, primarily due to a 17% increase in
subscription revenue, partially offset by a 5% decrease in maintenance revenue.

For a more in-depth 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 36% of our total net revenue for both the three
months ended April 30, 2022 and 2021. Ingram Micro accounted for 9% and 10% of
Autodesk's total net revenue for the three months ended April 30, 2022 and 2021,
respectively. 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 presents our recurring revenue indicator for the three months ended April 30, 2022 and 2021:

                                                                                         Change compared to
                                                Three Months Ended                        prior fiscal year                        Three Months Ended
(In millions, except percentage data)             April 30, 2022                        $                          %                 April 30, 2021
Recurring revenue (1) (2)                       $      1,144              $           171                             18  %       $         973
As a percentage of net revenue                            98      %                                 N/A                 N/A                  98       %


________________

(1)The acquisition of a business may cause variability in the comparison of
recurring revenue in this table above and recurring revenue derived from the
revenue reported in the Condensed Consolidated Statements of Operations.
(2)The prior period amount has been adjusted to conform to the current period
presentation for a change in presentation of certain subscription plan
offerings.

NR3 was between 100% and 110% for both April 30, 2022 and 2021.


Foreign Currency Analysis

We generate a significant portion of our revenue by United States, Japan,
Germany, Finland and the UK.

The following table shows the impact of exchange rate fluctuations on our net revenues and total expenses:

                                                                                         Three Months Ended April 30, 2022
                                                                                              Constant Currency percent           

Positive/Negative/Neutral

                                                        Percent change compared to               change compared to             impact from foreign exchange
                                                             prior fiscal year                  prior fiscal year (1)                   rate changes
Net revenue                                                                     18  %                               17  %                 Positive
Total spend                                                                     12  %                               12  %                  Neutral


 ________________

(1)Please refer to the Glossary of Terms for 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)                             April 30, 2022       January 31, 2022
       Deferred revenue                                              $           3,749      $ 3,790
       Unbilled deferred revenue                                                   934          949
       RPO                                                           $           4,683      $ 4,739



RPO consisted of the following:
(in millions)                  April 30, 2022       January 31, 2022
Current RPO                                        $           3,142      $ 3,141
Non-current RPO                                                1,541        1,598
RPO                                                $           4,683      $ 4,739



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We expect that the amount of RPO will change from quarter to quarter for several
reasons, including the specific timing, duration, and size of customer
subscription and support agreements, the specific timing of customer renewals,
and foreign currency fluctuations. 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 April 30, 2022, we had $1.62 billion in cash, cash equivalents, and
marketable securities. Our cash flow from operations increased to $434 million
for the three months ended April 30, 2022, compared to $336 million for the
three months ended April 30, 2021. We repurchased 2,058 thousand shares of our
common stock for $436 million during the three months ended April 30, 2022.
Comparatively, we repurchased 1 million shares of our common stock for $143
million during the three months ended April 30, 2021. See further discussion
regarding the balance sheet and cash flow activities under the heading
"Liquidity and Capital Resources."

Operating results

Insight

We believe our investment in cloud products and a subscription business model,
backed by a strong balance sheet, give us a robust foundation to successfully
navigate complex geopolitical and global macro-economic challenges. However,
supply chain disruption and resulting inflationary pressures, a global labor
shortage, the ebb and flow of COVID-19, including in specific geographies, the
war in Ukraine, and foreign exchange rate fluctuations, may impact our outlook.
The extent of the impact of these risks on our business in the remainder of
fiscal 2023 and beyond will depend on several factors, some of which are out of
our control, and which are discussed in Part II, Item 1A, "Risk Factors."

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 are reducing our facilities portfolio worldwide and incurred
charges associated with our operating leases for real estate during the three
months ended April 30, 2022. See Note 15, "Leases" in the Notes to Condensed
Consolidated Financial Statements for more information. 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.

Net revenue

Presentation of net income by income statement

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 contracts that were originally purchased with a perpetual software license. Under our maintenance plan, customers are eligible to receive unspecified upgrades, when available, and technical support. We recognize maintenance revenue on a pro rata basis over the term of the contracts, which is typically 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.

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                                        Three Months Ended         Change Compared to Prior Fiscal Year               Three Months Ended
(In millions, except percentages)       April 30, 2022             $                             %                    April 30, 2021             Management comments
Net Revenue (1):
Subscription                            $1,089                     $162                          17%                  $927                       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                             18                         (1)                           (5)%                 19
   Total subscription and maintenance
revenue                                 1,107                      161                           17%                  946
Other                                   63                         20                            47%                  43
                                        $1,170                     $181                          18%                  $989


____________________
(1) Prior periods amounts have been reclassified to conform to the current
period presentation in all material respects. See Note 1, "Basis of
Presentation" in the Notes to the Condensed Consolidated Financial Statements
for the change in presentation of certain subscription plan offerings in our
Condensed Consolidated Statement of Operations.

Net sales by product family

Our product offerings focus on four primary product families: Architecture, Engineering and Construction (“AEC”), AutoCAD and AutoCAD LT, Manufacturing (“MFG”) and Media and entertainment (“ME”).

Change from

                                              Three Months Ended         prior fiscal year                       Three Months Ended
(In millions, except percentages)             April 30, 2022             $                   %                   April 30, 2021             Management 

comments

Net Revenue by Product Family:
AEC                                           $518                       $75                 17%                 $443                       Increase 

due to revenue growth

                                                                                                                                            AEC 

Collections, EBAs, Innovyzeand

                                                                                                                                            Revit .
AutoCAD and AutoCAD LT                        346                        61                  21%                 285                        Increase due to growth in revenue from
                                                                                                                                            both AutoCAD and AutoCAD LT.
MFG                                           225                        28                  14%                 197                        Increase due to growth in revenue from
                                                                                                                                            MFG

Collections, Fusion360, Vault,

                                                                                                                                            and EBAs.
M&E                                           68                         13                  24%                 55                         Increase due to growth in revenue from
                                                                                                                                            Maya, 3DS Max, and EBAs.
Other                                         13                         4                   44%                 9
Total Net Revenue                             $1,170                     $181                18%                 $989




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Net sales by geographical area

                                                                                                         Constant currency
                                         Three Months                 Change compared to                change compared to          Three Months
                                       Ended April 30,                 prior fiscal year                 prior fiscal year         Ended April 30,
(In millions, except percentages)            2022                    $                    %                     %                       2021
Net Revenue:
Americas
U.S.                                   $         398          $            74               23  %                         *       $          324
Other Americas                                    86                       19               28  %                         *                   67
Total Americas                                   484                       93               24  %                     23  %                  391
EMEA                                             449                       66               17  %                     15  %                  383
APAC                                             237                       22               10  %                     12  %                  215
Total Net Revenue                      $       1,170          $           181               18  %                     17  %       $          989


____________________

* Data in constant currencies not provided at this level.

We believe that international revenue will continue to comprise a majority of
our net revenue. Unfavorable economic conditions, including as a result of the
COVID-19 pandemic or in connection with the significant military action against
Ukraine launched by Russia (and any related political or economic responses and
counter-responses or otherwise by various global actors or the general effect on
the global economy), in the countries that contribute a significant portion of
our net revenue, including in emerging economies such as Brazil, India, and
China, 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.

Net Revenue by Sales Channel
                                                                                                                         Three
                                          Three Months                      Change compared to                          Months
                                              Ended                         prior fiscal year                            Ended
                                            April 30,                                                                  April 30,
(In millions, except percentages)             2022                         $                         %                   2021                 Management Comments
Net Revenue by Sales Channel:
Indirect                                  $      769          $           108                          16  %          $    661          Increase due to growth in
                                                                                                                                        subscription revenue, led by
                                                                                                                                        product subscription renewal
                                                                                                                                        revenue.
Direct                                           401                       73                          22  %               328          Increase due to an increase in
                                                                                                                                        EBAs and our online Autodesk
                                                                                                                                        branded store.
Total Net Revenue                         $    1,170          $           181                          18  %          $    989



Net Revenue by Product Type

                                                            Change compared to
                               Three Months                  prior fiscal year
(In millions, except         Ended April 30,                                                              Three Months Ended
percentages)                       2022                    $                    %                           April 30, 2021              Management Comments
Net Revenue by Product Type:
Design                       $       1,004          $           139               16  %                   $           865          Increase due to growth in AEC
                                                                                                                                   & MFG collections, AutoCAD
                                                                                                                                   Family, EBA offerings, and
                                                                                                                                   AutoCAD LT.
Make                                   103                       22               27  %                                81          Increase primarily due to
                                                                                                                                   growth in revenue from
                                                                                                                                   Plangrid, Fusion 360, and BIM
                                                                                                                                   360 products.
Other                                   63                       20               47  %                                43
Total Net Revenue            $       1,170          $           181               18  %                   $           989



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Cost of Operating Revenues and 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.

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

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.

                                       40
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                                     Three                                                                         Three
                                    Months                          Change compared to                            Months
                                     Ended                          prior fiscal year                              Ended
                                   April 30,
(In millions, except percentages)    2022               $                        %             April 30, 2021                               Management

comments

Cost of revenue:
Subscription and maintenance      $     84                   $            16            24  %                   $     68                Increase 

mainly due to an increase

                                                                                                                                        cloud hosting costs and employee-related
                                                                                                                                        costs driven by higher headcount as well
                                                                                                                                        as an increase in stock-based
                                                                                                                                        compensation expense.
Other                                   19                                 5            36  %                         14                Increase

mainly due to an increase

personnel costs resulting from an increase in

                                                                                                                                        headcount as well as an increase in
                                                                                                                                        stock-based compensation expense.
Amortization of developed               14                                 4            40  %                         10                Increase due to growth in amortization
technologies                                                                                                                            expense from acquired developed
                                                                                                                                        technologies as a result of our
                                                                                                                                        acquisitions in the remainder of fiscal
                                                                                                                                        2022 and the first quarter of fiscal
                                                                                                                                        2023.
Total cost of revenue             $    117                   $            25            27  %                   $     92

Operating expenses:
Marketing and sales               $    419                   $            42            11  %                   $    377                Increase

mainly due to an increase

personnel costs resulting from an increase in

                                                                                                                                        headcount and sales commission expense,
                                                                                                                                        stock-based

compensation expense and

                                                                                                                                        increase in cloud hosting costs.
Research and development               289                                23             9  %                        266                Increase

mainly due to an increase

                                                                                                                                        stock-based compensation expense, an
                                                                                                                                        increase in employee-related costs due
                                                                                                                                        to higher headcount, professional fees,
                                                                                                                                        and cloud hosting costs.
General and administrative             120                                 8             7  %                        112                Increase

mainly due to an increase

                                                                                                                                        professional 

costs as well as an increase

                                                                                                                                        in cloud hosting costs.
Amortization of purchased               11                                 3            38  %                          8                Increase due to growth in amortization
intangibles                                                                                                                             expense from acquired intangibles as a
                                                                                                                                        result of our acquisitions in the
                                                                                                                                        remainder of fiscal 2022 and the first
                                                                                                                                        quarter of fiscal 2023.

Total operating expenses          $    839                   $            76            10  %                   $    763


The following table highlights our expectations for the absolute change in the dollar and the percentage change in revenue between the second quarter of fiscal 2023 and the second quarter of fiscal 2022:

                                                                                                  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                               Decrease                           Flat



Interest and other charges, net

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

                                                Three Months Ended April 30,
(in millions)                                         2022                     2021
Interest and investment expense, net   $           (29)                       $ (10)
Gain on foreign currency                            10                            2
Gain on strategic investments                        -                            4
Other income                                         -                            1
Interest and other expense, net        $           (19)                     

$ (3)



Interest and other expense, net, increased by $16 million during the three
months ended April 30, 2022, as compared to the same period in the prior fiscal
year. The increase in the three months ended April 30, 2022, as compared to the
same period
                                       41
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in the prior fiscal year was primarily due to mark-to-market losses in the
current period, compared to gains in the prior period, on debt and equity
securities held in a rabbi trust under non-qualified deferred compensation plans
and an increase in interest expense as a result of the issuance of debt in
fiscal year 2022 partially offset by an increase in gains on foreign currency
due to foreign currency exchange rate fluctuations.

Interest expense and investment income fluctuate with 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 $49 million, relative to pre-tax income of $195
million for the three months ended April 30, 2022, and an income tax benefit of
$25 million, relative to pre-tax income of $131 million for the three months
ended April 30, 2021. Income tax expense for the three months ended April 30,
2022, reflects an increase in tax expense relating to stock-based compensation
and the final U.S. foreign tax credit regulations enacted in fiscal 2023, offset
by a U.S. foreign derived intangible income benefit driven by the capitalization
of research and development expenditures starting in fiscal 2023 as required by
the Tax Act. In addition, fiscal year 2022 included a non-recurring discrete tax
benefit relating to the Supreme Court decision in India on the taxability of
software license payments to nonresidents.

Tax Act enacted on December 22, 2017, eliminates the option to deduct research
and development expenditures and requires taxpayers to capitalize and amortize
such expenditures over five or fifteen years beginning in fiscal 2023. Although
Congress is considering legislation that would defer the capitalization and
amortization requirement, there is no assurance that the provision will be
repealed or otherwise modified. If the requirement is not modified, the Company
may recognize an increase to cash taxes.

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, Australia,
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.

As of April 30, 2022, we had $212 million of gross unrecognized tax benefits, of
which $34 million would reduce our valuation allowance, if recognized. The
remaining $178 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 $7 million.

We anticipate that the U.S. Department of Treasury will continue to interpret or
issue guidance on how provisions of the Tax Act will be applied or otherwise
administered. As future guidance is issued, we may make adjustments to 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.

                                       42
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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.
On February 9, 2022, California enacted Senate Bill No. 113 which reinstated the
ability to utilize net operating loss and R&D credits against all income without
limitation for fiscal 2023 and later years.

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 months ended April 30, 2022 and 2021, 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 April 30,
                                               2022                          2021
                                                        (Unaudited)
Gross profit                            $        1,053                     $  897
Non-GAAP gross profit                   $        1,077                     $  914

Income from operations                  $          214                     $  134
Non-GAAP income from operations         $          397                     $  280
Operating margin                                    18   %                     14  %
Non-GAAP operating margin                           34   %                     28  %
Net income                              $          146                     $  156
Non-GAAP net income                     $          314                     $  229
GAAP diluted net income per share       $         0.67                     $ 0.70
Non-GAAP diluted net income per share   $         1.43                     

$1.03



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.

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.

                                       43
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Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures

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

                                                                                   Three Months Ended April 30,
                                                                                      2022                  2021
                                                                                            (Unaudited)
Gross profit                                                                   $        1,053           $     897
Stock-based compensation expense                                                           11                   7
Amortization of developed technologies                                                     13                  10

Non-GAAP gross profit                                                          $        1,077           $     914

Income from operations                                                         $          214           $     134
Stock-based compensation expense                                                          155                 116
Amortization of developed technologies                                                     13                  10
Amortization of purchased intangibles                                                      11                   8
Acquisition-related costs                                                                   3                  12

Lease-related asset impairments and other charges                                           1                   -
Non-GAAP income from operations                                                $          397           $     280

Operating margin                                                                           18   %              14  %
Stock-based compensation expense                                                           13   %              12  %
Amortization of developed technologies                                                      1   %               1  %
Amortization of purchased intangibles                                                       1   %               1  %

Acquisition-related costs                                                                   -   %               1  %

Non-GAAP operating margin (1)                                                              34   %              28  %

Net income                                                                     $          146           $     156
Stock-based compensation expense                                                          155                 116
Amortization of developed technologies                                                     13                  10
Amortization of purchased intangibles                                                      11                   8

Acquisition-related costs                                                                   3                  12

Lease-related asset impairments and other charges                                           1                   -
Gain on strategic investments and dispositions, net                                         -                  (4)
Discrete tax provision items                                                               (8)                (56)

Income tax effect of non-GAAP adjustments                                                  (7)                (13)
Non-GAAP net income                                                            $          314           $     229


                                       44
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                                                                                   Three Months Ended April 30,
                                                                                      2022                  2021
                                                                                            (Unaudited)
Diluted net income per share                                                   $          0.67          $    0.70
Stock-based compensation expense                                                          0.71               0.52
Amortization of developed technologies                                                    0.06               0.05
Amortization of purchased intangibles                                                     0.05               0.04

Acquisition-related costs                                                                 0.01               0.05

Gain on strategic investments and dispositions, net                                          -              (0.02)
Discrete tax provision items                                                             (0.04)             (0.25)

Income tax effect of non-GAAP adjustments                                                (0.03)             (0.06)
Non-GAAP diluted net income per share                                       

$1.43 $1.03

____________________

(1) Totals may not add due to rounding.

Our non-GAAP financial measures may exclude the following items, 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.

Lease-related asset impairments and other charges. These charges are associated
with the optimization of our facilities costs related to leases for facilities
that we have recently vacated as a result of our one-time move to a more hybrid
remote workforce. In connection with these facility leases, we recognize costs
related to the impairment or abandonment of operating lease right-of-use assets,
computer equipment, furniture, and leasehold improvements, and other costs. We
exclude these charges because these expenses are not reflective of ongoing
business and operating results. We believe it is useful for investors to
understand the effects of these items on our total operating expenses.

                                       45
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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.

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.

Cash 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.

To April 30, 2022our primary sources of liquidity were cash, cash equivalents and marketable securities totaling $1.62 billion and net receivables from $384 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 $1.5 billion with an option to be increased up
to $2.0 billion. 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 April 30, 2022, Autodesk had no outstanding borrowings under the
Credit Agreement. Additionally, as of June 2, 2022, 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 April 30, 2022, 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.
                                       46
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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 $1.5 billion revolving
credit facility.

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 April 30, 2022, approximately 59% 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." Based on our current business plan 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.

                                                                       Three Months Ended April 30,
(in millions)                                                            2022                  2021
Net cash provided by operating activities                         $           434          $      336
Net cash provided by (used in) investing activities                            31              (1,040)
Net cash used in financing activities                                        (460)               (142)



Net cash provided by operating activities of $434 million for the three months
ended April 30, 2022, primarily consisted of $146 million of our net income
adjusted for $197 million non-cash items such as stock-based compensation
expense, and depreciation, amortization, and accretion expense, lease-related
impairment charges, and deferred income tax. The increase in cash provided by
working capital was primarily due to a decrease in accounts receivable of $332
million due to the seasonality of our billings in the fourth fiscal quarter and
timing of cash collections from customers offset in part by a decrease in
accounts payable and other liabilities of $218 million due to the timing of
payments related to employee compensation and related costs.

Net cash provided by operating activities of $336 million for the three months
ended April 30, 2021, primarily consisted of $156 million of our net income
adjusted for $187 million non-cash items such as stock-based compensation
expense, and depreciation, amortization, and accretion expense. The decrease in
cash provided by changes in working capital was due to a decrease in accounts
payable and other liabilities of $182 million, due to the timing of payments
related to employee compensation and related costs, an increase in prepaid
expenses and other assets of $126 million, due to timing of prepaid operating
expenses offset by a decrease in accounts receivable of $324 million, due to the
seasonality of our billings in the fourth fiscal quarter and timing of cash
collections from customers.

Net cash provided by investing activities was $31 million for the three months
ended April 30, 2022, primarily due to the sales and maturities of marketable
securities partially offset by business combinations, net of cash acquired. Net
cash used in investing activities was $1,040 million for the three months ended
April 30, 2021, and was primarily due to a business combination, net of cash
acquired.

Net cash used in financing activities was $460 million for the three months
ended April 30, 2022, primarily due to repurchases of common stock. Net cash
used in financing activities was $142 million for the three months ended April
30, 2021, primary due to the repurchases of common stock. These cash outflows
were offset in part by cash proceeds from the issuance of common stock.

                                       47
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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 on the repurchase of Common Shares in open market transactions during the three months ended April 30, 2022:

                                                                                              Total Number of Shares           Maximum Number of
                                           Total Number of                                     Purchased as Part of          Shares that May Yet Be
                                                Shares               

Average price of publicly announced plans purchased under the (shares in thousands)

                         Purchased               Paid per Share             or Programs (1)             Plans or Programs (2)
February 1 - February 28                           761              $        231.13                        761                                 7,362
March 1 - March 31                                 501                       204.14                        501                                 6,861
April 1- April 30                                  796                       197.89                        796                                 6,065
Total                                            2,058              $        211.71                      2,058


 ________________
(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
million shares. The plan does not have a fixed expiration date. See Note 18,
"Stockholders' Equity ," in the Notes to the Condensed Consolidated Financial
Statements for further discussion.

Glossary of terms

Billing: 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 configuration of software and cloud. 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. Major products include, but are not limited to, AutoCAD, AutoCAD LT, Industry Collections, Revit, Inventor, Maya, and 3ds Max. Some products, such as our computer-aided manufacturing solutions, integrate both design and manufacturing 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.

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

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.
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Under our maintenance plans, customers are eligible to receive unspecified upgrades when available, as well as technical support. We recognize maintenance revenue over the term of the contracts, typically one year.

Make Business: Represents certain cloud-based product subscriptions. Major products include, but are not limited to, Assemble, Autodesk Build, BuildingConnected, Fusion 360, and ShotGrid. Some 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
Recurring Revenue for the population of customers that existed one year ago
("base customers"). Net revenue retention rate is calculated by dividing the
current quarter Recurring Revenue related to base customers by the total
corresponding quarter Recurring Revenue from one year ago. Recurring Revenue is
based on USD reported revenue, and fluctuations caused by changes in foreign
currency exchange rates and hedge gains or losses have not been eliminated.
Recurring Revenue related to acquired companies, one year after acquisition, has
been captured as existing customers until such data conforms to the calculation
methodology. This may cause variability in the comparison.

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 with 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-agnostic collaborative design workflow for designers and their stakeholders.

Recurring Revenue: Consists of the revenue for the period from our traditional
maintenance plans, our subscription plan offerings, and certain Other revenue.
It excludes subscription revenue related to third-party products. 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.

Expenses: The sum of the 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 cloud-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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