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Cover Page - shares	9 Months Ended
Cover Page - shares	Oct. 31, 2019	Nov. 30, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2019
Document Transition Report	false
Entity File Number	0-14338
Entity Registrant Name	AUTODESK, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2819853
Entity Address, Address Line One	111 McInnis Parkway,
Entity Address, City or Town	San Rafael,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94903
City Area Code	415
Local Phone Number	507-5000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ADSK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		220,033,002
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000769397
Current Fiscal Year End Date	--01-31

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Net revenue:
Total net revenue	$ 842.7	$ 660.9	$ 2,375.0	$ 1,832.5
Cost of revenue:
Amortization of developed technology	8.4	3.6	26.2	10.6
Total cost of revenue	79.5	72.3	241.7	208.9
Gross profit	763.2	588.6	2,133.3	1,623.6
Operating expenses:
Marketing and sales	330.7	297.6	960.8	863.1
Research and development	213.0	181.0	634.0	534.6
General and administrative	99.1	87.4	299.6	239.4
Amortization of purchased intangibles	9.7	4.2	29.2	11.8
Restructuring and other exit costs, net	0.1	3.7	0.5	40.0
Total operating expenses	652.6	573.9	1,924.1	1,688.9
Income (loss) from operations	110.6	14.7	209.2	(65.3)
Interest and other expense, net	(14.2)	(3.2)	(37.7)	(10.4)
Income (loss) before income taxes	96.4	11.5	171.5	(75.7)
Provision for income taxes	(29.7)	(35.2)	(88.8)	(69.8)
Net income (loss)	$ 66.7	$ (23.7)	$ 82.7	$ (145.5)
Basic net income (loss) per share (in usd per share)	$ 0.30	$ (0.11)	$ 0.38	$ (0.67)
Diluted net income (loss) per share (in usd per share)	$ 0.30	$ (0.11)	$ 0.37	$ (0.67)
Weighted average shares used in computing basic net income (loss) per share (in shares)	219.7	218.9	219.6	218.7
Weighted average shares used in computing diluted net income (loss) per share (in shares)	221.9	218.9	222.1	218.7
Subscription and Maintenance
Net revenue:
Total net revenue	$ 806.2	$ 631.4	$ 2,281.2	$ 1,750.0
Cost of revenue:
Cost of revenue	54.2	54.8	166.9	159.3
Subscription
Net revenue:
Total net revenue	715.0	481.3	1,974.5	1,252.3
Maintenance
Net revenue:
Total net revenue	91.2	150.1	306.7	497.7
Other
Net revenue:
Total net revenue	36.5	29.5	93.8	82.5
Cost of revenue:
Cost of revenue	$ 16.9	$ 13.9	$ 48.6	$ 39.0

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 66.7	$ (23.7)	$ 82.7	$ (145.5)
Other comprehensive income (loss), net of reclassifications:
Net (loss) gain on derivative instruments (net of tax effect of $0.4, ($1.1), ($1.6) and ($2.9), respectively)	(3.3)		(4.3)
Net (loss) gain on derivative instruments (net of tax effect of $0.4, ($1.1), ($1.6) and ($2.9), respectively)		11.5		29.1
Change in net unrealized gain on available-for-sale debt securities (net of tax effect of ($0.1), ($0.1), ($0.4) and ($0.1), respectively)	0.5	2.4	1.4	1.7
Change in defined benefit pension items (net of tax effect of $0.3, ($1.3), $0.8 and ($2.8), respectively)	(0.1)	1.6	(2.5)	11.6
Net change in cumulative foreign currency translation gain (loss) (net of tax effect of $0.1, $0.0, $0.1 and $0.5, respectively)	17.3	(22.1)	(15.9)	(76.1)
Total other comprehensive income (loss)	14.4	(6.6)	(21.3)	(33.7)
Total comprehensive income (loss)	$ 81.1	$ (30.3)	$ 61.4	$ (179.2)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2019	Oct. 31, 2018
Statement of Comprehensive Income [Abstract]
Net gain on derivative instruments, tax effect	$ 0.4		$ (1.6)
Net gain on derivative instruments, tax effect		$ (1.1)		$ (2.9)
Change in net unrealized gain on available-for-sale debt securities, tax effect	(0.1)	(0.1)	(0.4)	(0.1)
Change in defined benefit pension items, tax effect	0.3	(1.3)	0.8	(2.8)
Net change in cumulative foreign currency translation loss, tax effect	$ 0.1	$ 0.0	$ 0.1	$ 0.5

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Oct. 31, 2019	Jan. 31, 2019
Current assets:
Cash and cash equivalents	$ 956.2	$ 886.0
Marketable securities	68.3	67.6
Accounts receivable, net	520.3	474.3
Prepaid expenses and other current assets	162.0	192.1
Total current assets	1,706.8	1,620.0
Computer equipment, software, furniture and leasehold improvements, net	151.5	149.7
Operating lease right-of-use assets	281.7
Developed technologies, net	79.2	105.6
Goodwill	2,443.6	2,450.8
Deferred income taxes, net	39.6	65.3
Other assets	334.2	337.8
Total assets	5,036.6	4,729.2
Current liabilities:
Accounts payable	106.1	101.6
Accrued compensation	257.9	280.8
Accrued income taxes	11.1	13.2
Deferred revenue	1,822.0	1,763.3
Operating lease liabilities	64.0
Current portion of long-term notes payable, net	449.4	0.0
Other accrued liabilities	129.7	142.3
Total current liabilities	2,840.2	2,301.2
Long-term deferred revenue	598.0	328.1
Long-term operating lease liabilities	239.8
Long-term income taxes payable	19.4	21.5
Long-term deferred income taxes	103.8	79.8
Long-term notes payable, net	1,290.3	2,087.7
Other liabilities	116.6	121.8
Stockholders’ deficit:
Common stock and additional paid-in capital	2,225.1	2,071.5
Accumulated other comprehensive loss	(156.3)	(135.0)
Accumulated deficit	(2,240.3)	(2,147.4)
Total stockholders’ deficit	(171.5)	(210.9)
Total liabilities and stockholders' deficit	$ 5,036.6	$ 4,729.2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Oct. 31, 2019	Oct. 31, 2018
Operating activities:
Net income (loss)	$ 82.7	$ (145.5)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	96.4	69.8
Stock-based compensation expense	257.4	175.5
Deferred income taxes	47.9	16.5
Restructuring and other exit costs, net	0.5	34.5
Other operating activities	10.8	14.8
Changes in operating assets and liabilities
Accounts receivable	(47.2)	129.4
Prepaid expenses and other current assets	37.6	8.3
Accounts payable and accrued liabilities	(94.2)	(181.0)
Deferred revenue	328.8	(73.8)
Accrued income taxes	(3.8)	17.1
Net cash provided by operating activities	716.9	65.6
Investing activities:
Purchases of marketable securities	(19.9)	(135.3)
Sales of marketable securities	22.4	61.3
Maturities of marketable securities	5.0	194.9
Capital expenditures	(39.2)	(49.4)
Acquisitions, net of cash acquired	0.0	(34.1)
Other investing activities	(11.0)	2.3
Net cash (used in) provided by investing activities	(42.7)	39.7
Financing activities:
Proceeds from issuance of common stock, net of issuance costs	91.8	90.1
Taxes paid related to net share settlement of equity awards	(79.9)	(120.7)
Repurchases of common stock	(261.9)	(261.3)
Repayment of debt	(350.0)	0.0
Net cash used in financing activities	(600.0)	(291.9)
Effect of exchange rate changes on cash and cash equivalents	(4.0)	(15.7)
Net increase (decrease) in cash and cash equivalents	70.2	(202.3)
Cash and cash equivalents at beginning of period	886.0	1,078.0
Cash and cash equivalents at end of period	956.2	875.7
Non-cash investing activities:
Fair value of common stock issued as consideration for business combination	$ 0.0	$ 44.8

Basis of Presentation	9 Months Ended
Basis of Presentation	Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Autodesk, Inc. (“Autodesk,” “we,” “us,” “our,” or the “Company”) as of October 31, 2019, and for the three and nine months ended October 31, 2019 and 2018, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information along with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In management’s opinion, Autodesk made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the results of operations for the three and nine months ended October 31, 2019, are not necessarily indicative of the results for the entire fiscal year ending January 31, 2020, or for any other period. Further, the balance sheet as of January 31, 2019, has been derived from the audited Consolidated Balance Sheet as of this date. There have been no material changes, other than what is discussed herein, to Autodesk's significant accounting policies as compared to the significant accounting policies disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2019. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes, together with management’s discussion and analysis of financial position and results of operations, contained in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2019, filed on March 25, 2019.

Recently Issued Accounting Standards

9 Months Ended

Oct. 31, 2019

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Standards

With the exception of those discussed below, there have been no recent changes in accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or adopted by the Company during the nine months ended October 31, 2019, that are applicable to the Company.

Accounting standards adopted

Autodesk adopted ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" on February 1, 2019. The amendment helps simplify certain aspects of hedge accounting and results in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. For cash flow and net investment hedges as of the adoption date, the guidance required a modified retrospective approach. The amended presentation and disclosure guidance is required only prospectively. The transition impact was immaterial and no substantive changes were made to Autodesk’s current processes, accounting, or disclosures for cash flow hedges.

Autodesk adopted ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” on February 1, 2019. The amendment allows entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the U.S. Tax Cuts and Jobs Act (the "Tax Act") to retained earnings. Upon adoption, the amount reclassified from other comprehensive loss to stockholders' deficit was not material.

Leases

FASB issued ASU No. 2016-02, Leases (ASC Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The new standard requires entities to reflect the net present value of all future fixed lease payments for both operating and finance leases on the balance sheet. It also requires entities to disclose fixed and variable lease payments separately and by lease type (operating vs. finance leases). In addition, FASB issued ASU No. 2018-10 and 2018-11 and ASU No. 2018-20 to help provide accommodations and interpretive clarifications on various issues raised by stakeholders. ASU No. 2018-10 clarifies ambiguous or potentially conflicting guidance in ASU No. 2016-02. ASU No. 2018-11 provides an additional transition option to apply ASU No. 2016-02 upon adoption of the new standard.

Adoption and policy elections

Autodesk adopted ASU No. 2016-02 as of February 1, 2019, using the modified retrospective method permitted under ASU No. 2018-11 for all existing leases which does not include retrospectively adjusting prior periods presented in the financial statements. Under ASU No. 2016-02, as the lessee, Autodesk recognized a right-of-use ("ROU") asset and offsetting lease liability for leases that existed on adoption. The asset and liability were measured at present value of all future fixed lease payments, discounted using the Company’s incremental borrowing rate. Autodesk has elected to opt for the practical expedients: to not reassess whether any existing contracts are leases or contain a lease; to not reassess the lease classification of existing leases; and to not reassess initial direct costs for existing leases. Autodesk has elected to combine lease and non-lease components for new leases post adoption for all lease assets.

Autodesk determines if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-use assets”, “Operating lease liabilities”, and “Long-term operating lease liabilities” in the Condensed Consolidated Balance Sheets.

Operating lease ROU assets represent Autodesk’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, Autodesk uses its incremental borrowing rate, adjusted for local country-specific borrowing rates as applicable, based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets include any adjustments for prepayments and any lease incentives. Options to extend or terminate the lease are considered in determining the lease term when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Autodesk has lease agreements with lease and non-lease components. Autodesk accounts for the lease and non-lease components as a single lease component.

Quantitative effect of ASC Topic 842 adoption

Under the modified retrospective method, Autodesk recorded $(0.7) million to the opening balance of "Accumulated deficit" as of February 1, 2019. The comparative information has not been adjusted and continues to be reported as under previous accounting guidance. The adoption of ASU No. 2016-02 did not have a material impact to the Company’s condensed consolidated statement of operations or net cash provided by operating activities as of February 1, 2019.

The following table shows line items that were materially impacted by the adoption of ASC Topic 842 on February 1, 2019, on Autodesk’s Condensed Consolidated Balance Sheet:



	As reported January 31, 2019			Impact from the adoption (1)			As adjusted
ASSETS
Prepaid expenses and other current assets	$	192.1		$	(5.9	)	$	186.2
Total current assets	1,620.0			(5.9		)	1,614.1
Operating lease right-of-use assets	—			283.4			283.4
Total assets	4,729.2			277.5			5,006.7
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Other accrued liabilities	142.3			(4.9		)	137.4
Operating lease liabilities	—			54.1			54.1
Long-term operating lease liabilities	—			245.9			245.9
Other liabilities	121.8			(16.9		)	104.9
Accumulated deficit	$	(2,147.4	)	$	(0.7	)	$	(2,148.1	)

____________________


(1)	Adoption of ASC Topic 842 did not have any other material impacts on Autodesk's condensed consolidated financial statements.

See Note 13, "Leases" for disclosures under ASC Topic 842.

Recently issued accounting standards not yet adopted

In June 2016, FASB issued ASU No. 2016-13 regarding ASC Topic 326, "Financial Instruments - Credit Losses," which modifies the measurement of expected credit losses of certain financial instruments. Autodesk plans to adopt ASU 2016-13 as of the effective date which represents Autodesk’s fiscal year beginning February 1, 2020. Autodesk does not believe the ASU will have a material impact on its consolidated financial statements.

Revenue Recognition

9 Months Ended

Oct. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Autodesk’s revenue is divided into three categories: subscription revenue, maintenance revenue, and other revenue. Revenue is recognized when control for these offerings is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for products and services.

Our contracts with customers may include promises to transfer multiple products and services to a customer. Determining whether the products and services are considered distinct performance obligations that should be accounted for separately or as one combined performance obligation may require significant judgment. Judgment is required to determine the level of integration and interdependency between individual components of software and cloud functionality. This determination influences whether the software is considered distinct and accounted for separately as a license performance obligation, or not distinct and accounted for together with the cloud functionality as a single subscription performance obligation recognized over time.

For product subscriptions and enterprise business agreement ("EBA") subscriptions in which the desktop software and related cloud functionality are highly interrelated, the combined performance obligation is recognized ratably over the contract term as the obligation is delivered. For contracts involving distinct software licenses, the license performance obligation is satisfied at a point in time when control is transferred to the customer. For standalone maintenance subscriptions, cloud subscriptions, and technical support services, the performance obligation is satisfied ratably over the contract term as those services are delivered. For consulting services, the performance obligation is satisfied over a period of time as those services are delivered.

When an arrangement includes multiple performance obligations, which are concurrently delivered and have the same pattern of transfer to the customer (the services transfer to the customer over the contract period), we account for those performance obligations as a single performance obligation.

For contracts with more than one performance obligation, the transaction price is allocated among the performance obligations in an amount that depicts the relative standalone selling price ("SSP") of each obligation. Judgment is required to determine the SSP for each distinct performance obligation. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount that should be allocated based on the relative SSP of the various products and services.

In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that includes market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customer and circumstance. In these instances, we use relevant information such as the sales channel and geographic region to determine the SSP.

Our indirect channel model includes both a two-tiered distribution structure, where Autodesk sells to distributors that subsequently sell to resellers, and a one-tiered structure where Autodesk sells directly to resellers. For these arrangements, transfer of control begins at the time access to our subscriptions is made available electronically to our customer, provided all other criteria for revenue recognition are met. Judgment is required to determine whether our distributors and resellers have the ability to honor their commitment to pay, regardless of whether they collect payment from their customers. If we were to change this assessment, it could cause a material increase or decrease in the amount of revenue that we report in a particular period.

As part of the indirect channel model, we have a partner incentive program that uses quarterly attainment of monetary rewards to motivate distributors and resellers to achieve mutually agreed upon business goals in a specified time period. Incentives related to our subscription program are recorded as a reduction to deferred revenue in the period the subscription transaction is billed, and are subsequently recognized as a reduction to subscription revenue over the contract period. A small portion of partner incentives reduce maintenance revenue in the current period. These incentive balances do not require significant assumptions or judgments. Depending on how the payments are made, the reserves associated with the partner incentive program are recorded on the balance sheet as either contra accounts receivable or accounts payable.

Revenue Disaggregation

Autodesk recognizes revenue from the sale of (1) product subscriptions, cloud service offerings, and EBAs, (2) renewal fees for existing maintenance plan agreements that were initially purchased with a perpetual software license, and (3) consulting, training and other goods and services. The three categories are presented as line items on Autodesk's unaudited Condensed Consolidated Statements of Operations.

Information regarding the components of Autodesk's net revenue from contracts with customers by geographic location, product family, and sales channel is as follows:



	Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018
Net revenue by product family:
Architecture, Engineering and Construction	358.0		$	263.8	$	996.5	$	728.7
AutoCAD and AutoCAD LT	245.4		190.6		689.9		522.8
Manufacturing	182.2		158.5		524.3		440.0
Media and Entertainment	50.6		43.6		146.9		127.1
Other	6.5		4.4		17.4		13.9
Total net revenue	$	842.7	$	660.9	$	2,375.0	$	1,832.5

Net revenue by geographic area:
Americas
U.S.	$	287.3	$	225.0	$	804.3	$	626.1
Other Americas	62.0		43.5		166.7		123.4
Total Americas	349.3		268.5		971.0		749.5
Europe, Middle East and Africa	329.6		266.5		943.0		735.7
Asia Pacific	163.8		125.9		461.0		347.3
Total net revenue	$	842.7	$	660.9	$	2,375.0	$	1,832.5

Net revenue by sales channel:
Indirect	$	586.6	$	477.0	$	1,663.2	$	1,315.5
Direct	256.1		183.9		711.8		517.0
Total net revenue	$	842.7	$	660.9	$	2,375.0	$	1,832.5

Payments for product subscriptions, industry collections, cloud subscriptions, and maintenance subscriptions are typically due up front with payment terms of 30 to 45 days. Payments on EBAs are typically due in annual installments over the contract term, with payment terms of 30 to 60 days. Autodesk does not have any material variable consideration, such as obligations for returns, refunds, warranties or amounts due to customers for which significant estimation or judgment is required as of the reporting date.

Remaining performance obligations consist of total billed and unbilled deferred revenue. As of October 31, 2019, Autodesk had remaining performance obligations of $2.97 billion, which represents the total contract price allocated to remaining performance obligations, which are recognized over the next three years. We expect to recognize $2.05 billion or 69% of our remaining performance obligations as revenue during the next 12 months. We expect to recognize the remaining $918.9 million or 31% of our remaining performance obligations as revenue thereafter.

We expect that the amount of remaining performance obligations 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.

Contract Balances

We receive payments from customers based on a billing schedule as established in our contracts. Contract assets relate to performance completed in advance of scheduled billings. Contract assets were not material as of October 31, 2019. Deferred revenue relates to billings in advance of performance under the contract. The primary changes in our contract assets and deferred revenues are due to our performance under the contracts and billings.

Revenue recognized during the nine months ended October 31, 2019, that was included in the deferred revenue balances at January 31, 2019, was $1.58 billion. The satisfaction of performance obligations typically lags behind payments received under revenue contracts from customers, which may lead to an increase in our deferred revenue balance over time.

Concentration of Credit Risk	9 Months Ended
Concentration of Credit Risk	Oct. 31, 2019
Risks and Uncertainties [Abstract]
Concentration of Credit Risk	Concentration of Credit Risk Autodesk places its cash, cash equivalents and marketable securities in highly liquid instruments with, and in the custody of, multiple diversified financial institutions globally with high credit ratings and limits the amounts invested with any one institution, type of security and issuer. Autodesk’s primary commercial banking relationship is with Citigroup Inc. and its global affiliates. Citibank, N.A., an affiliate of Citigroup, is one of the lead lenders and an agent in the syndicate of Autodesk’s $650.0 million line of credit facility as well as our Term Loan Agreement. See Note 12, "Borrowing Arrangements," in the Notes to Condensed Consolidated Financial Statements for further discussion. Total sales to the Company's largest distributor Tech Data Corporation and its global affiliates (“Tech Data”) accounted for 35% of Autodesk’s total net revenue for both the three and nine months ended October 31, 2019 and 2018. The majority of the net revenue from sales to Tech Data is for sales made outside of the United States. In addition, Tech Data accounted for 29% of trade accounts receivable at both October 31, 2019, and January 31, 2019, respectively. During the three and nine months ended October 31, 2019 and 2018, Ingram Micro Inc. ("Ingram Micro") accounted for 10% and 11% of Autodesk's total net revenue, respectively. No other customer accounted for more than 10% of Autodesk's total net revenue or trade accounts receivable for each of the respective periods.

Financial Instruments

9 Months Ended

Oct. 31, 2019

Investments, All Other Investments [Abstract]

Financial Instruments

The following tables summarize the Company's financial instruments' amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category as of October 31, 2019 and January 31, 2019:



			October 31, 2019
			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value			Level 1		Level 2			Level 3
Cash equivalents (1):
	Commercial paper		$	42.7	$	—	$	—		$	42.7		$	—	$	42.7		$	—
	Money market funds		377.3		—		—			377.3			377.3		—			—
	Other (2)		1.9		—		—			1.9			0.9		1.0			—
Marketable securities:
	Short-term trading securities
		Mutual funds	59.8		8.5		—			68.3			68.3		—			—
Derivative contract assets (3)			2.3		6.7		(2.6		)	6.4			—		5.8			0.6
Derivative contract liabilities (4)			—		—		(7.2		)	(7.2		)	—		(7.2		)	—
		Total	$	484.0	$	15.2	$	(9.8	)	$	489.4		$	446.5	$	42.3		$	0.6

____________________


(1)	Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.


(2)	Consists of custody cash deposits and certificates of deposit.


(3)	Included in “Prepaid expenses and other current assets” or “Other assets” in the accompanying Condensed Consolidated Balance Sheets.


(4)	Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.



			January 31, 2019
			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value			Level 1		Level 2			Level 3
Cash equivalents (1):
	Certificates of deposit		$	1.0	$	—	$	—		$	1.0		$	—	$	1.0		$	—
	Commercial paper		87.9		—		—			87.9			—		87.9			—
	Corporate debt securities		5.0		—		—			5.0			—		5.0			—
	Custody cash deposit		0.8		—		—			0.8			0.8		—			—
	Money market funds		281.4		—		—			281.4			281.4		—			—
Marketable securities:
	Short-term
		Other (2)	6.2		1.1		—			7.3			2.7		4.6			—
	Short-term trading securities
		Mutual funds	56.6		3.7		—			60.3			60.3		—			—
Convertible debt securities (3)			4.6		1.9		(2.1		)	4.4			—		—			4.4
Derivative contract assets (4)			1.7		8.6		(1.8		)	8.5			—		7.7			0.8
Derivative contract liabilities (5)			—		—		(7.4		)	(7.4		)	—		(7.4		)	—
		Total	$	445.2	$	15.3	$	(11.3	)	$	449.2		$	345.2	$	98.8		$	5.2

____________________


(1)	Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets.


(2)	Consists of corporate bonds, commercial paper, and common stock.


(3)	Considered "available for sale" and included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.


(4)	Included in “Prepaid expenses and other current assets,” “Other assets,” or “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.


(5)	Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.

Autodesk classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Generally, marketable securities with remaining maturities of up to 12 months are classified as short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. Autodesk may sell certain of its marketable securities prior to their stated maturities for strategic purposes or in anticipation of credit deterioration.

Autodesk applies fair value accounting for certain financial assets and liabilities, which consist of cash equivalents, marketable securities and other financial instruments, on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and (Level 3) unobservable inputs for which there is little or no market data, which require Autodesk to develop its own assumptions. When determining fair value, Autodesk uses observable market data and relies on unobservable inputs only when observable market data is not available. Key inputs for currency derivatives are spot rates, forward rates, interest rates, volatility, and credit default rates. The spot rate for each currency is the same spot rate used for all balance sheet translations at the measurement date. Autodesk reviews for any potential changes on a quarterly basis, in conjunction with our fiscal quarter-end close. It is Autodesk's assessment that the leveling best reflects current market activity when observing the pricing information for these assets.

Autodesk's cash equivalents, marketable securities and financial instruments are primarily classified within Level 1 or Level 2 of the fair value hierarchy. Autodesk values its securities on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1) or inputs other than quoted prices that are observable either directly or indirectly in determining fair value (Level 2). Autodesk's Level 2 securities and derivatives are valued primarily using observable inputs other than quoted prices in active markets for identical assets and liabilities. The Company has elected to use the income approach to value derivatives using the observable Level 2 market expectations at measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted). Mid-market pricing is used as a practical expedient and when required, rates are interpolated from commonly quoted intervals published by market sources. Autodesk's Level 3 securities consist of derivative contracts and convertible debt securities.

A reconciliation of the change in Autodesk’s Level 3 items for the nine months ended October 31, 2019, was as follows:



	Fair Value Measurements Using Significant Unobservable Inputs
	(Level 3)
		Derivative Contracts			Convertible Debt Securities			Total
Balances, January 31, 2019		$	0.8		$	4.4		$	5.2
Impairments		—			(1.0		)	(1.0		)
Settlements		—			(3.5		)	(3.5		)
(Loss) gain included in earnings (1)		(0.2		)	0.2			—
Loss included in OCI		—			(0.1		)	(0.1		)
Balances, October 31, 2019		$	0.6		$	—		$	0.6

____________________

(1) Included in "Interest and other expense, net" in the accompanying Condensed Consolidated Statements of Operations.

As of October 31, 2019 and January 31, 2019, Autodesk had no material unrealized losses, individually and in the aggregate, for securities that are in a continuous unrealized loss position for greater than twelve months.

There was no gain or loss for the sales or redemptions of securities during the nine months ended October 31, 2019 and 2018. Gains and losses resulting from the sale or redemption of securities are recorded in “Interest and other expense, net” on the Company's Condensed Consolidated Statements of Operations.

Autodesk did not have any proceeds from the sale and maturity of marketable securities for the three months ended October 31, 2019. Proceeds from the sale and maturity of marketable securities for the nine months ended October 31, 2019 were $27.4 million and for the three and nine months ended October 31, 2018 were $109.6 million and $256.2 million, respectively.

Non-marketable equity securities

As of October 31, 2019 and January 31, 2019, Autodesk had $121.8 million and $111.6 million in direct investments in privately held companies, respectively. These non-marketable equity security investments do not have readily determined fair values, and Autodesk uses the measurement alternative to account for the adjustment to these investments in a given quarter.

Under the measurement alternative method, these investments are measured at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer in the current period. To determine if a transaction is deemed a similar investment, Autodesk considers the rights and obligations between the investments and the extent to which those differences would affect the fair values of those investments with additional consideration for the stage of development of the investee company. The fair value would then be adjusted positively or negatively based on available information such as pricing in recent rounds of financing. During the nine months ended October 31, 2019 and October 31, 2018, Autodesk recorded $2.5 million and $6.2 million, respectively, as an upward adjustment on certain of its privately held investments, reflected as a gain in "Interest and other expense, net" on the Company's Condensed Consolidated Statement of Operations. As of October 31, 2019, Autodesk has recorded $8.7 million in cumulative upward adjustments on its privately held investments.

Non-marketable equity securities investments are periodically assessed for impairment based on available information such as current cash positions, earnings and cash flow positions, earnings and cash flow forecasts, recent operational performance and any other readily available market data. Autodesk does not intend to sell these investments and it is not more likely than not that Autodesk will be required to sell the investment before recovery of the cost basis. If Autodesk determines that an impairment has occurred, Autodesk writes down the investment to its fair value. During the nine months ended October 31, 2019 and October 31, 2018, Autodesk recorded $4.3 million and $4.8 million, respectively, in impairments and negative adjustments on its privately held investments, reflected as a loss in "Interest and other expense, net" on the Company's Condensed Consolidated Statements of Operations. As of October 31, 2019, Autodesk has recorded $9.0 million in cumulative impairments and negative adjustments on its privately held investments. Autodesk does not consider the remaining investments to be impaired at October 31, 2019.

Derivative Financial Instruments

Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to fluctuations in foreign currency exchange rates that exist as part of ongoing business operations. Autodesk's general practice is to hedge a portion of transaction exposures primarily denominated in euros, Japanese yen, British pounds, Canadian dollars, Australian dollars, Singapore dollars, Swiss francs, Swedish krona and Czech koruna. These instruments generally have maturities between one and twelve months in the future. Autodesk does not enter into derivative instrument transactions for trading or speculative purposes.

The bank counterparties to the derivative contracts potentially expose Autodesk to credit-related losses in the event of their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company's minimum requirements under its counterparty risk assessment process. Autodesk monitors counterparty risk on at least a quarterly basis and will adjust its exposure to various counterparties as necessary. Autodesk generally enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. Autodesk does not have any master netting arrangements in place with collateral features.

Foreign currency contracts designated as cash flow hedges

Autodesk uses foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. These currency collars and forward contracts are designated and documented as cash flow hedges. The effectiveness of the cash flow hedge contracts is assessed quantitatively using regression at inception and qualitatively thereafter considering transaction timing and probability and counterparty credit quality. To receive cash flow hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge relationship and the hedges are expected to be highly effective in offsetting changes to future cash flows on hedged transactions. The gains and losses on these hedges are included in “Accumulated other comprehensive loss” and are reclassified into earnings at the time the forecasted revenue or expense is recognized. In the event the underlying forecasted transaction does not occur, or it

becomes probable that it will not occur, Autodesk reclassifies and discloses the gain or loss on the related cash flow hedge from “Accumulated other comprehensive loss” to “Interest and other expense, net” in the Company's Condensed Consolidated Financial Statements at that time.

The notional amounts of these contracts are presented net settled and were $1.25 billion at October 31, 2019 and $803.5 million at January 31, 2019. Outstanding contracts are recognized as either assets or liabilities on the balance sheet at fair value. The majority of the net gain of $10.7 million remaining in “Accumulated other comprehensive loss” as of October 31, 2019 is expected to be recognized into earnings within the next twenty-four months.

The location and amount of gain or loss recognized in income on cash flow hedges together with the total amount of income or expense presented in the Company's Condensed Consolidated Statements of Operations where the effects of the hedge are recorded were as follows for the three and nine months ended October 31, 2019:



	Three Months Ended October 31, 2019
	Net revenue				Cost of revenue			Operating expenses
	Subscription revenue		Maintenance revenue		Cost of subscription and maintenance revenue			Marketing and sales			Research and development			General and administrative
Total amounts of income and expense line items presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded	$	715.0	$	91.2	$	54.2		$	330.7		$	213		$	99.1

Gain (loss) on cash flow hedging relationships in Subtopic ASC 815-20
Foreign exchange contracts
Amount of gain (loss) reclassified from accumulated other comprehensive income into income	$	3.3	$	1.6	$	(0.4	)	$	(1.0	)	$	(0.1	)	$	(0.5	)

	Nine Months Ended October 31, 2019
	Net revenue				Cost of revenue			Operating expenses
	Subscription revenue		Maintenance Revenue		Cost of subscription and maintenance revenue			Marketing and sales			Research and development			General and administrative
Total amounts of income and expense line items presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded	$	1,974.5	$	306.7	$	166.9		$	960.8		$	634.0		$	299.6

Gain (loss) on cash flow hedging relationships in Subtopic ASC 815-20
Foreign exchange contracts
Amount of gain (loss) reclassified from accumulated other comprehensive income into income	$	8.7	$	4.7	$	(0.7	)	$	(3.4	)	$	(0.6	)	$	(1.7	)

Derivatives not designated as hedging instruments

Autodesk uses foreign currency contracts that are not designated as hedging instruments to reduce the exchange rate risk associated primarily with foreign currency denominated receivables, payables, and cash. These forward contracts are marked-to-market at the end of each fiscal quarter with gains and losses recognized in “Interest and other expense, net.” These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivative instruments are intended to offset the gains or losses resulting from the revaluation and settlement of the underlying foreign currency denominated receivables, payables, and cash. The notional amounts of these foreign currency contracts are presented net settled and were $357.1 million at October 31, 2019 and $579.8 million at January 31, 2019.

In addition to these foreign currency contracts, Autodesk holds derivative instruments issued by privately held companies, which are not designated as hedging instruments. These derivatives consist of certain conversion options on the convertible debt securities held by Autodesk and an option to acquire a privately held company. These derivatives are recorded at fair value as of each balance sheet date and are recorded in “Other assets.” Changes in the fair values of these instruments are recognized in “Interest and other expense, net.”

Fair Value of Derivative Instruments

The fair values of derivative instruments in Autodesk’s Condensed Consolidated Balance Sheets were as follows as of October 31, 2019 and January 31, 2019:



	Balance Sheet Location	Fair Value at
	Balance Sheet Location	October 31, 2019		January 31, 2019
Derivative Assets
Foreign currency contracts designated as cash flow hedges	Prepaid expenses and other current assets	$	2.4	$	4.3
Derivatives not designated as hedging instruments	Prepaid expenses and other current assets and Other assets	4.0		4.2
Total derivative assets		$	6.4	$	8.5
Derivative Liabilities
Foreign currency contracts designated as cash flow hedges	Other accrued liabilities	$	3.0	$	3.3
Derivatives not designated as hedging instruments	Other accrued liabilities	4.2		4.1
Total derivative liabilities		$	7.2	$	7.4

The effects of derivatives designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended October 31, 2019 and 2018 (amounts presented include any income tax effects):



	Foreign Currency Contracts
	Three Months Ended October 31,						Nine Months Ended October 31,
	2019			2018			2019			2018
Amount of (loss) gain recognized in accumulated other comprehensive loss on derivatives (effective portion)	$	(0.4	)	$	6.8		$	2.7		$	20.1
Amount and location of gain (loss) reclassified from accumulated other comprehensive loss into income (loss) (effective portion)
Net revenue	$	4.9		$	(2.5	)	$	13.4		$	(8.5	)
Cost of revenue	(0.4		)	—			(0.7		)	—
Operating expenses	(1.6		)	(2.2		)	(5.7		)	(0.5		)
Total	$	2.9		$	(4.7	)	$	7.0		$	(9.0	)
Amount and location of gain recognized in income (loss) on derivatives (ineffective portion and amount excluded from effectiveness testing)
Interest and other expense, net	$	1.5		$	0.9		$	2.8		$	1.4

The effects of derivatives not designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended October 31, 2019 and 2018 (amounts presented include any income tax effects):



	Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018
Amount and location of gain recognized on derivatives in net (loss) income
Interest and other expense, net	$	1.5	$	4.7	$	3.2	$	10.7

Stock-based Compensation Expense

9 Months Ended

Oct. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-based Compensation Expense

Stock Options:

A summary of stock option activity for the nine months ended October 31, 2019 is as follows:



	Number of shares (in millions)		Weighted average exercise price per share		Weighted average remaining contractual term (in years)	Aggregate intrinsic value (1) (in millions)
Options outstanding at January 31, 2019	0.8		$	23.95
Exercised	(0.2	)	23.16
Canceled/Forfeited	(0.1	)	21.25
Options outstanding at October 31, 2019	0.5		$	24.66	6.7	$	63.3
Options vested and exercisable at October 31, 2019	0.2		$	31.13	4.0	$	22.0
Shares available for grant at October 31, 2019	15.0

_______________


(1)	Represents the total pre-tax intrinsic value, based on Autodesk’s closing stock price of $147.36 per share as of October 31, 2019.

As of October 31, 2019, compensation cost of $35.9 million related to non-vested stock options is expected to be recognized over a weighted average period of 2.2 years.

The following table summarizes information about the pre-tax intrinsic value of options exercised during the nine months ended October 31, 2019 and 2018:



(in millions)	Nine Months Ended October 31,
	2019		2018
Pre-tax intrinsic value of options exercised (1)	$	32.0	$	6.9

——————


(1)	The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of the stock on the date of exercise.

Restricted Stock Units:

A summary of restricted stock activity for the nine months ended October 31, 2019, is as follows:



	Unvested restricted stock units		Weighted average grant date fair value per share
	(in thousands)
Unvested restricted stock units at January 31, 2019	4,287.4		$	120.07
Granted	2,812.3		153.63
Vested	(1,814.0	)	109.19
Canceled/Forfeited	(326.1	)	130.34
Performance Adjustment (1)	23.8		156.69
Unvested restricted stock units at October 31, 2019	4,983.4		$	143.06

_______________


(1)	Based on Autodesk's financial results and relative total stockholder return for the fiscal 2019 performance period. The performance stock units were attained at rates ranging from 105.2% to 122.5% of the target award.

The fair value of the shares vested during the nine months ended October 31, 2019 and 2018 was $277.3 million and $355.1 million, respectively.

During the nine months ended October 31, 2019, Autodesk granted 2.2 million restricted stock units. Additionally, during the nine months ended October 31, 2019, Autodesk granted 0.3 million restricted stock units for which the ultimate number of shares earned is based on the Autodesk closing stock price on each vesting date. As these awards will be settled in a fixed dollar amount of shares, the awards are accounted for as a liability-classified award and are expensed using the straight-line method over the vesting period.

Autodesk recorded stock-based compensation expense related to restricted stock units of $73.8 million and $49.8 million during the three months ended October 31, 2019 and 2018, respectively. Autodesk recorded stock-based compensation expense related to restricted stock units of $192.4 million and $135.6 million during the nine months ended October 31, 2019 and 2018, respectively.

During the nine months ended October 31, 2019, Autodesk granted 0.3 million performance stock units for which the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated service and performance period. The performance criteria for the performance stock units are based on Annualized Recurring Revenue ("ARR") and free cash flow goals adopted by the Compensation and Human Resource Committee, as well as total stockholder return compared against companies in the S&P North American Technology Software Index with a market capitalization over $2.0 billion (“Relative TSR”). The fair value of the performance stock units is expensed using the accelerated attribution method over the three-year vesting period and have the following vesting schedule:


•	Up to one third of the performance stock units may vest following year one, depending upon the achievement of the performance criteria for fiscal 2020 as well as 1-year Relative TSR (covering year one).


•	Up to one third of the performance stock units may vest following year two, depending upon the achievement of the performance criteria for year two as well as 2-year Relative TSR (covering years one and two).


•	Up to one third of the performance stock units may vest following year three, depending upon the achievement of the performance criteria for year three as well as 3-year Relative TSR (covering years one, two and three).

Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights.

Autodesk recorded stock-based compensation expense related to performance stock units of $6.4 million and $7.5 million for the three months ended October 31, 2019 and 2018, respectively. Autodesk recorded stock-based compensation expense related to performance stock units of $18.6 million and $19.9 million for the nine months ended October 31, 2019 and 2018, respectively.

1998 Employee Qualified Stock Purchase Plan (“ESPP”)

Under Autodesk’s ESPP, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation, subject to certain limitations, at 85% of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four, six-month exercise periods within a 24-month offering period.

A summary of the ESPP activity for the three and nine months ended October 31, 2019 and 2018 is as follows:



	Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018
Issued shares (in millions)	0.4		0.5		0.9		1.0
Average price of issued shares	$	105.42	$	92.50	$	102.20	$	90.25
Weighted average grant date fair value of awards granted under the ESPP (1)	$	44.77	$	47.21	$	47.78	$	42.75

_______________


(1)	Calculated as of the award grant date using the Black-Scholes Merton (“BSM") option pricing model.

Stock-based Compensation Expense

The following table summarizes stock-based compensation expense for the three and nine months ended October 31, 2019 and 2018, respectively, as follows:



	Three Months Ended October 31,						Nine Months Ended October 31,
	2019			2018			2019			2018
Cost of subscription and maintenance revenue	$	3.1		$	3.6		$	10.1		$	9.4
Cost of other revenue	1.6			1.3			4.3			3.0
Marketing and sales	38.7			27.8			107.2			77.7
Research and development	30.8			20.6			88.3			57.1
General and administrative	19.8			10.9			47.5			28.3
Stock-based compensation expense related to stock awards and ESPP purchases	94.0			64.2			257.4			175.5
Tax benefit	(0.5		)	(1.6		)	(0.8		)	(2.2		)
Stock-based compensation expense related to stock awards and ESPP purchases, net of tax	$	93.5		$	62.6		$	256.6		$	173.3

Stock-based Compensation Expense Assumptions

Autodesk determines the grant date fair value of its share-based payment awards using a BSM option pricing model or the quoted stock price on the date of grant, unless the awards are subject to market conditions, in which case Autodesk uses a binomial-lattice model (e.g., Monte Carlo simulation model). The Monte Carlo simulation model uses multiple input variables to estimate the probability that market conditions will be achieved. Autodesk uses the following assumptions to estimate the fair value of stock-based awards:



	Three Months Ended October 31, 2019		Three Months Ended October 31, 2018
	Performance Stock Units (1)	ESPP	Performance Stock Units (1)	ESPP
Range of expected volatilities	N/A	32.7 - 35.9%	N/A	32.7 - 34.6%
Range of expected lives (in years)	N/A	0.5 - 2.0	N/A	0.5 - 2.0
Expected dividends	N/A	—%	N/A	—%
Range of risk-free interest rates	N/A	1.7 - 1.9%	N/A	2.3 - 2.8%
	Nine Months Ended October 31, 2019		Nine Months Ended October 31, 2018
	Performance Stock Units	ESPP	Performance Stock Units	ESPP
Range of expected volatilities	36.3%	32.7 - 39.7%	35.7%	32.7 - 37.5%
Range of expected lives (in years)	N/A	0.5 - 2.0	N/A	0.5 - 2.0
Expected dividends	—%	—%	—%	—%
Range of risk-free interest rates	2.5%	1.7 - 2.5%	2.0%	1.9 - 2.8%

_______________

(1) There were no performance stock units granted for the three months ended October 31, 2019 and 2018 where the fair value was estimated by a Monte Carlo simulation model.

Autodesk estimates expected volatility for stock-based awards based on the average of the following two measures: (1) a measure of historical volatility in the trading market for the Company’s common stock, and (2) the implied volatility of traded forward call options to purchase shares of the Company’s common stock. The expected volatility for performance stock units subject to market conditions includes the expected volatility of Autodesk's peer companies within the S&P North American Technology Software Index with a market capitalization over $2.0 billion, depending on the award type.

The range of expected lives of ESPP awards are based upon the four, six-month exercise periods within a 24-month offering period.

Autodesk does not currently pay, and does not anticipate paying in the foreseeable future, any cash dividends. Consequently, an expected dividend yield of zero is used in the BSM option pricing model and the Monte Carlo simulation model.

The risk-free interest rate used in the BSM option pricing model and the Monte Carlo simulation model for stock-based awards is the historical yield on U.S. Treasury securities with equivalent remaining lives.

Autodesk recognizes expense only for the stock-based awards that ultimately vest. Autodesk accounts for forfeitures of our stock-based awards as those forfeitures occur.

Income Tax	9 Months Ended
Income Tax	Oct. 31, 2019
Income Tax Disclosure [Abstract]
Income Tax	Income Tax Autodesk had income tax expense of $29.7 million, relative to pre-tax income of $96.4 million for the three months ended October 31, 2019, and income tax expense of $35.2 million, relative to pre-tax income of $11.5 million for the three months ended October 31, 2018. Autodesk had income tax expense of $88.8 million, relative to pre-tax income of $171.5 million for the nine months ended October 31, 2019, and income tax expense of $69.8 million, relative to pre-tax loss of $75.7 million for the nine months ended October 31, 2018. Income tax expense for the three months ended October 31, 2019 decreased and nine months ended October 31, 2019 increased primarily due foreign earnings and withholding taxes. Autodesk regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, Autodesk considers 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. In evaluating the need for a valuation allowance, Autodesk considered cumulative losses as a significant source of negative evidence and maintained a valuation allowance against our deferred tax attributes in the U.S. and certain foreign jurisdictions as of October 31, 2019. As of October 31, 2019, the Company had $215.8 million of gross unrecognized tax benefits, of which $198.4 million would reduce our valuation allowance, if recognized. The remaining $17.4 million would impact the effective tax rate, if recognized. It is possible that the amount of unrecognized tax benefits will change in the next twelve months; however, an estimate of the range of the possible change cannot be made at this time.

Other Intangible Assets, Net

9 Months Ended

Oct. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets, Net

Other intangible assets, including developed technologies, customer relationships, trade names, patents, user lists and the related accumulated amortization were as follows:



	October 31, 2019			January 31, 2019
Developed technologies, at cost	$	647.0		$	670.2
Customer relationships, trade names, patents, and user lists, at cost (1)	531.8			533.1
Other intangible assets, at cost (2)	1,178.8			1,203.3
Less: Accumulated amortization	(953.6		)	(922.5		)
Other intangible assets, net	$	225.2		$	280.8

_______________


(1)	Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.

(2)

Includes the effects of foreign currency translation.

Goodwill

9 Months Ended

Oct. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill consists of the excess of the consideration transferred over the fair value of net assets acquired in business combinations. The following table summarizes the changes in the carrying amount of goodwill for the nine months ended October 31, 2019:



Balance as of January 31, 2019	$	2,600.0
Less: accumulated impairment losses as of January 31, 2019	(149.2		)
Net balance as of January 31, 2019	2,450.8
Effect of foreign currency translation and measurement period adjustments (1)	(7.2		)
Balance as of October 31, 2019	$	2,443.6

____________________

(1) Measurement period adjustments reflect revisions made to the Company's preliminary determination of estimated fair value of assets and liabilities assumed during the nine months ending October 31, 2019.

Autodesk operates as a single operating segment and single reporting unit. As such, when Autodesk tests goodwill for impairment annually in its fourth fiscal quarter, it is performed on the Company's single reporting unit. Autodesk performs impairment testing more often if circumstances indicate a potential impairment may exist, or if events have affected the composition of reporting units.

When goodwill is assessed for impairment, Autodesk has the option to perform an assessment of qualitative factors of impairment (“optional assessment”) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors to consider include cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors; industry and market considerations, macroeconomic conditions, and other relevant events and factors affecting the reporting unit. If, after assessing the totality of events or circumstances, it is more likely than not that the fair value of the reporting unit is greater than its carrying value, then performing the quantitative impairment test is unnecessary.

The quantitative impairment test is necessary when either Autodesk does not use the optional assessment or, as a result of the optional assessment, it is not more likely than not that the fair value of the reporting unit is greater than its carrying value. In situations in which an entity's reporting unit is publicly traded, the fair value of the Company may be approximated by its market capitalization, in performing the quantitative impairment test.

Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. If impairment exists, the carrying value of the goodwill is reduced to fair value through an impairment charge recorded in our Condensed Consolidated Statements of Operations. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. The value of Autodesk’s goodwill could also be impacted by future adverse changes such as: (i) declines in Autodesk’s actual financial results, (ii) a sustained decline in Autodesk’s market capitalization, (iii) a significant slowdown in the worldwide economy or the industries Autodesk serves, or (iv) changes in Autodesk’s business strategy.

There was no goodwill impairment during the three and nine months ended October 31, 2019.

Deferred Compensation	9 Months Ended
Deferred Compensation	Oct. 31, 2019
Deferred Compensation Arrangements [Abstract]
Deferred Compensation	Deferred Compensation At October 31, 2019, Autodesk had marketable securities totaling $68.3 million, all of which related to investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. Of the $68.3 million related to the deferred compensation liability at October 31, 2019, $5.9 million was classified as current and $62.4 million was classified as non-current liabilities. Of the $60.3 million related to the deferred compensation liability at January 31, 2019, $5.0 million was classified as current and $55.3 million was classified as non-current liabilities. The securities are recorded in the Condensed Consolidated Balance Sheets under the current portion of "Marketable securities." The current and non-current portions of the liability are recorded in the Condensed Consolidated Balance Sheets under “Accrued compensation” and “Other liabilities,” respectively. Costs to obtain a contract with a customer Sales commissions earned by our internal sales personnel and our reseller partners are considered incremental and recoverable costs of obtaining a contract with a customer. The commission costs are capitalized and included in "Prepaid expenses and other current assets" and "Other assets" on our Condensed Consolidated Balance Sheets. The deferred costs are then amortized over the period of benefit. Autodesk determined that sales commissions earned by internal sales personnel that are related to contract renewals are commensurate with sales commissions earned on the initial contracts, and we determined the period of benefit to be the term of the respective customer contract. Commissions paid to our reseller partners that are related to contract renewals are not commensurate with commissions earned on the initial contract, and we determined the estimated period of benefit by taking into consideration customer retention data, customer contracts, our technology and other factors. Deferred costs are periodically reviewed for impairment. Amortization expense is included in sales and marketing expenses in the Condensed Consolidated Statements of Operations. The ending balance of assets recognized from costs to obtain a contract with a customer was $75.9 million as of October 31, 2019 and $93.0 million as of January 31, 2019. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $25.2 million and $75.4 million during the three and nine months ended October 31, 2019, respectively. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $26.9 million and $80.0 million during the three and nine months ended October 31, 2018, respectively. Autodesk did not recognize any contract cost impairment losses during the nine months ended October 31, 2019 and 2018.

Computer Equipment, Software, Furniture and Leasehold Improvements, Net

9 Months Ended

Oct. 31, 2019

Property, Plant and Equipment [Abstract]

Computer Equipment, Software, Furniture and Leasehold Improvements, Net

Computer equipment, software, furniture, leasehold improvements and the related accumulated depreciation were as follows:



	October 31, 2019			January 31, 2019
Computer hardware, at cost	$	158.1		$	190.2
Computer software, at cost	63.0			66.7
Leasehold improvements, land and buildings, at cost	270.1			247.8
Furniture and equipment, at cost	66.6			67.2
	557.8			571.9
Less: Accumulated depreciation	(406.3		)	(422.2		)
Computer software, hardware, leasehold improvements, furniture and equipment, net	$	151.5		$	149.7

Borrowing Arrangements	9 Months Ended
Borrowing Arrangements	Oct. 31, 2019
Debt Disclosure [Abstract]
Borrowing Arrangements	Borrowing Arrangements In December 2018, Autodesk entered into a credit agreement by and among Autodesk, the lenders from time to time party thereto and Citibank, N.A., as agent, which provides for an unsecured revolving loan facility in the aggregate principal amount of $650.0 million with an option, subject to customary conditions, to request an increase in the amount of the credit facility by up to an additional $350.0 million, and is available for working capital or other business needs. The credit agreement replaced and terminated Autodesk’s prior $400.0 million revolving credit facility. The credit agreement contains customary covenants that could, among other things, restrict the imposition of liens on Autodesk's assets, and restrict Autodesk's ability to incur additional indebtedness or make dispositions of assets if Autodesk fails to maintain compliance with the financial covenants. The credit agreement financial covenants consist of (1) a minimum interest coverage ratio of 2.50:1.0 starting with the fiscal quarter ending January 31, 2019, and increasing to 3.00:1.0 starting with the fiscal quarter ending April 30, 2019, and (2) a maximum leverage ratio of 3.50:1.0 starting with the fiscal quarter ending July 31, 2019, and dropping to 3.00:1.0 in the fiscal quarter ending January 31, 2020. At October 31, 2019, Autodesk was in compliance with the credit agreement covenants. Revolving loans under the credit agreement bear interest, at Autodesk's option, at either (i) a floating rate per annum equal to the base rate plus a margin of between 0.000% and 0.500%, depending on Autodesk’s Public Debt Rating (as defined in the credit agreement) or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market, plus a margin of between 0.900% and 1.500%, depending on Autodesk’s Public Debt Rating. The maturity date on the credit agreement is December 2023. At October 31, 2019, Autodesk had no outstanding borrowings under the credit agreement. In December 2018, Autodesk also entered into a Term Loan Agreement by and among Autodesk, the lenders from time to time party thereto and Citibank, N.A., as agent, which provides for a delayed draw term loan facility in the aggregate principal amount of $500.0 million and was borrowed in full to consummate the PlanGrid, Inc. acquisition. The term loan bears interest, at Autodesk's option, at either (i) a floating rate per annum equal to the base rate plus a margin between 0.000% and 0.625%, depending on Autodesk's Public Debt Rating or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market, plus a margin of between 0.875% and 1.625%, depending on Autodesk's Public Debt Rating. Based on Autodesk's current credit ratings the term loan bears interest at a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market, plus a margin of 1.125% per annum. Interest under the term loan was 2.911% at October 31, 2019. The Term Loan Agreement contains customary covenants that could, among other things, restrict the imposition of liens on Autodesk's assets and restrict Autodesk’s ability to incur additional indebtedness or make dispositions of assets if Autodesk fails to maintain the financial covenants. The Term Loan Agreement has the same financial covenants as those included in the credit agreement governing its revolving loan facility described above. The term loan will mature on December 2020 and will not be subject to amortization prior to the maturity date. As of October 31, 2019, $150.0 million remains outstanding under the term loan. In June 2017, Autodesk issued $500.0 million aggregate principal amount of 3.5% notes due June 15, 2027 (collectively, the “2017 Notes”). Net of a discount of $3.1 million and issuance costs of $4.9 million, Autodesk received net proceeds of $492.0 million from issuance of the 2017 Notes. Both the discount and issuance costs are being amortized to interest expense over the term of the 2017 Notes using the effective interest method. The proceeds of the 2017 Notes have been used for the repayment of $400.0 million of debt due December 15, 2017, and the remainder is available for general corporate purposes. Autodesk may redeem the 2017 Notes at any time, subject to a make whole premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to repurchase the 2017 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The 2017 Notes contain restrictive covenants that limit Autodesk's ability to create certain liens, to enter into certain sale and leaseback transactions and to consolidate or merge with, or convey, transfer or lease all or substantially all of its assets, subject to important qualifications and exceptions. Based on quoted market prices, the fair value of the 2017 Notes was approximately $519.0 million as of October 31, 2019. In June 2015, Autodesk issued $450.0 million aggregate principal amount of 3.125% notes due June 15, 2020, and $300.0 million aggregate principal amount of 4.375% notes due June 15, 2025 (collectively, the “2015 Notes”). Net of a discount of $1.7 million and issuance costs of $6.3 million, Autodesk received net proceeds of $742.0 million from issuance of the 2015 Notes. Both the discount and issuance costs are being amortized to interest expense over the respective terms of the 2015 Notes using the effective interest method. The proceeds of the 2015 Notes are available for general corporate purposes. Autodesk may redeem the 2015 Notes at any time, subject to a make whole premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to repurchase the 2015 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The 2015 Notes contain restrictive covenants that limit Autodesk's ability to create certain liens, to enter into certain sale and leaseback transactions and to consolidate or merge with, or convey, transfer or lease all or substantially all of its assets, subject to important qualifications and exceptions. Based on quoted market prices, the fair value of the 2015 Notes was approximately $781.6 million as of October 31, 2019. As of October 31, 2019, the $450.0 million 3.125% notes due June 15, 2020 are recorded in the Condensed Consolidated Balance Sheets under "Current portion of long-term notes payable, net," and the weighted average interest rate was 3.125%. In December 2012, Autodesk issued $400.0 million aggregate principal amount of 1.95% notes due December 15, 2017 ("$400.0 million 2012 Notes") and $350.0 million aggregate principal amount of 3.6% notes due December 15, 2022 ("$350.0 million 2012 Notes" and collectively with the $400.0 million 2012 Notes, the “2012 Notes”). Autodesk received net proceeds of $739.3 million from issuance of the 2012 Notes, net of a discount of $4.5 million and issuance costs of $6.1 million. Both the discount and issuance costs are being amortized to interest expense over the respective terms of the 2012 Notes using the effective interest method. The proceeds of the 2012 Notes are available for general corporate purposes. On July 27, 2017, Autodesk redeemed in full the $400.0 million 2012 Notes. The redemption was completed pursuant to the optional redemption provisions of the first supplemental indenture dated December 13, 2012. To redeem the notes, Autodesk used the proceeds of the 2017 Notes to pay a redemption price of approximately $400.9 million, plus accrued and unpaid interest. Total cash repayment was $401.8 million. The Company did not incur any additional early termination penalties in connection with such redemption. Based on the quoted market price, the fair value of the $350.0 million 2012 Notes was approximately $362.0 million as of October 31, 2019.

Leases

9 Months Ended

Oct. 31, 2019

Leases [Abstract]

Leases

Autodesk has operating leases for real estate, vehicles and certain equipment. Leases have remaining lease terms of less than 1 year to 70 years, some of which include options to extend the lease with renewal terms from 1 year to 10 years and some of which include options to terminate the leases from less than 1 year to 11 years. Options to extend the lease are included in the lease liability if they are reasonably certain of being exercised. Options to terminate are considered in determining the lease liability if they are reasonably certain of being exercised. The Company’s lease contracts include obligations to pay for other services, such as operations and maintenance. The Company’s leases do not contain residual value guarantees or material restrictive covenants.

The components of lease cost were as follows:



	Three Months Ended October 31, 2019
	Cost of subscription and maintenance revenue		Cost of other revenue		Marketing and sales		Research and development		General and administrative		Total
Operating lease cost	$	1.7	$	0.6	$	9.6	$	6.6	$	3.2	$	21.7
Variable lease cost	$	0.2	$	0.1	$	1.1	$	0.7	$	0.4	$	2.5



	Nine Months Ended October 31, 2019
	Cost of subscription and maintenance revenue		Cost of other revenue		Marketing and sales		Research and development		General and administrative		Total
Operating lease cost	$	4.9	$	1.7	$	28.0	$	20.1	$	9.0	$	63.7
Variable lease cost	$	0.7	$	0.2	$	3.9	$	2.8	$	1.3	$	8.9

Supplemental operating cash flow information related to leases is as follows:



	Nine Months Ended October 31,
	2019
Cash paid for operating leases included in operating cash flows (1)	$	66.4
Non-cash operating lease liabilities arising from obtaining operating lease right-of-use assets	$	55.2

_______________

(1) Includes $8.9 million in variable lease payments not included in "Operating lease liabilities" and "Long-term operating lease liabilities" on the Condensed Consolidated Balance Sheet.

The weighted average remaining lease term for operating leases is 6 years at October 31, 2019. The weighted average discount rate was 3.78% at October 31, 2019.

Maturities of operating lease liabilities were as follows:



Fiscal year ending
2020 (remainder)	$	20.3
2021	72.0
2022	67.4
2023	59.6
2024