FULLTEXT DEL 1 AV 2
10-Q – 2025-11-26 – adsk-20251031.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-14338
AUTODESK, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2819853
(State or other jurisdiction of
incorporation or organization) (I.R.S. employer
Identification No.)
One Market Street, Ste. 400
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
( 415 ) 507-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share ADSK The Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ‘emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 20, 2025, registrant had outstanding 212 million shares of common stock.
AUTODESK, INC. FORM 10-Q
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2025 and 2024
4
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended October 31, 2025 and 2024
5
Condensed Consolidated Balance Sheets as of October 31, 2025 and January 31, 2025
6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2025 and 2024
7
Notes to Condensed Consolidated Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3. Quantitative and Qualitative Disclosures About Market Risk
52
Item 4. Controls and Procedures
53
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
54
Item 1A. Risk Factors
55
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
74
Item 3. Defaults Upon Senior Securities
74
Item 4. Mine Safety Disclosures
74
Item 5. Other Information
74
Item 6. Exhibits
75
Signatures
76
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Net revenue:
Subscription $ 1,734 $ 1,457 $ 4,924 $ 4,195
Maintenance 8 9 25 31
Total subscription and maintenance revenue 1,742 1,466 4,949 4,226
Other 111 104 300 266
Total net revenue 1,853 1,570 5,249 4,492
Cost of revenue:
Cost of subscription and maintenance revenue 118 105 343 305
Cost of other revenue 22 19 68 57
Amortization of developed technologies 25 23 73 62
Total cost of revenue 165 147 484 424
Gross profit 1,688 1,423 4,765 4,068
Operating expenses:
Marketing and sales 612 525 1,737 1,474
Research and development 416 378 1,223 1,092
General and administrative 172 161 502 477
Amortization of purchased intangibles 13 13 40 37
Restructuring, other exit costs, and facility reductions 5 — 116 —
Total operating expenses 1,218 1,077 3,618 3,080
Income from operations 470 346 1,147 988
Interest and other (loss) income, net ( 2 ) 5 11 24
Income before income taxes 468 351 1,158 1,012
Provision for income taxes ( 125 ) ( 76 ) ( 350 ) ( 203 )
Net income $ 343 $ 275 $ 808 $ 809
Basic net income per share $ 1.61 $ 1.28 $ 3.79 $ 3.76
Diluted net income per share $ 1.60 $ 1.27 $ 3.76 $ 3.73
Weighted average shares used in computing basic net income per share 213 215 213 215
Weighted average shares used in computing diluted net income per share 215 217 215 217
See accompanying Notes to Condensed Consolidated Financial Statements.
4
AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Net income $ 343 $ 275 $ 808 $ 809
Other comprehensive income (loss), net of reclassifications:
Net loss on derivative instruments (net of tax effect of $ 2 , $ 2 , $ 5 , and $ 3 , respectively)
( 10 ) ( 12 ) ( 39 ) ( 15 )
Change in net unrealized loss on available-for-sale debt securities (net of tax effect of zero for all periods presented)
2 ( 2 ) 3 ( 1 )
Change in defined benefit pension items (net of tax effect of zero for all periods presented)
— — 1 —
Net change in cumulative foreign currency translation gain (loss) (net of tax effect of $( 4 ), $( 1 ), $( 9 ), and $( 1 ), respectively)
( 1 ) 3 57 ( 10 )
Total other comprehensive income (loss) ( 9 ) ( 11 ) 22 ( 26 )
Total comprehensive income $ 334 $ 264 $ 830 $ 783
See accompanying Notes to Condensed Consolidated Financial Statements.
5
AUTODESK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
October 31, 2025 January 31, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 1,989 $ 1,599
Marketable securities 300 287
Accounts receivable, net 806 1,008
Prepaid expenses and other current assets 800 588
Total current assets 3,895 3,482
Long-term marketable securities 302 267
Computer equipment, software, furniture and leasehold improvements, net 118 117
Operating lease right-of-use assets 152 169
Intangible assets, net 493 574
Goodwill 4,278 4,242
Deferred income taxes, net 936 1,205
Long-term other assets 1,024 777
Total assets $ 11,198 $ 10,833
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 384 $ 242
Accrued compensation 442 506
Accrued income taxes 98 62
Deferred revenue 3,577 3,787
Operating lease liabilities 57 58
Current portion of long-term notes payable, net — 300
Other accrued liabilities 177 196
Total current liabilities 4,735 5,151
Long-term deferred revenue 269 341
Long-term operating lease liabilities 195 214
Long-term income taxes payable 216 200
Long-term deferred income taxes 27 32
Long-term notes payable, net 2,482 1,987
Long-term other liabilities 381 287
Stockholders’ equity:
Common stock and additional paid-in capital 4,588 4,239
Accumulated other comprehensive loss ( 263 ) ( 285 )
Accumulated deficit ( 1,432 ) ( 1,333 )
Total stockholders’ equity 2,893 2,621
Total liabilities and stockholders’ equity $ 11,198 $ 10,833
See accompanying Notes to Condensed Consolidated Financial Statements.
6
AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended October 31,
2025 2024
Operating activities:
Net income $ 808 $ 809
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion 145 134
Stock-based compensation expense 607 497
Amortization of costs to obtain a contract with a customer 364 136
Deferred income taxes 271 ( 60 )
Restructuring, other exit costs, and facility reductions 19 —
Other 7 ( 7 )
Changes in operating assets and liabilities, net of business combinations:
Accounts receivable 202 177
Prepaid expenses and other assets ( 819 ) ( 221 )
Accounts payable and other liabilities 95 1
Deferred revenue ( 286 ) ( 612 )
Accrued income taxes 50 61
Net cash provided by operating activities
1,463 915
Investing activities:
Purchases of marketable securities ( 622 ) ( 632 )
Sales and maturities of marketable securities 583 690
Capital expenditures ( 26 ) ( 26 )
Purchases of intangible assets ( 27 ) ( 57 )
Business combinations, net of cash acquired — ( 801 )
Other investing activities ( 9 ) ( 10 )
Net cash used in investing activities ( 101 ) ( 836 )
Financing activities:
Proceeds from issuance of common stock, net of issuance costs 137 121
Taxes paid related to net share settlement of equity awards ( 238 ) ( 208 )
Repurchases of common stock ( 1,071 ) ( 443 )
Proceeds from debt, net of discount 499 —
Repayment of debt ( 300 ) —
Other financing activities ( 6 ) —
Net cash used in financing activities ( 979 ) ( 530 )
Effect of exchange rate changes on cash and cash equivalents 7 ( 4 )
Net increase (decrease) in cash and cash equivalents 390 ( 455 )
Cash and cash equivalents at beginning of period 1,599 1,892
Cash and cash equivalents at end of period $ 1,989 $ 1,437
Supplemental cash flow disclosure:
Non-cash financing activities:
Fair value of common stock issued to settle liability-classified restricted common stock $ — $ 3
See accompanying Notes to Condensed Consolidated Financial Statements.
7
AUTODESK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In millions, except share and per share data, or as otherwise noted)
1 . Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Autodesk, Inc. (“Autodesk,” “we,” “us,” “our,” or the “Company”) as of October 31, 2025, and for the three and nine months ended October 31, 2025 and 2024, 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, 2025, are not necessarily indicative of the results for the entire fiscal year ending January 31, 2026, or for any other period. Further, the balance sheet as of January 31, 2025, 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, 2025. 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, 2025, filed on March 6, 2025.
2 . Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)” (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40. ASU 2025-06 eliminates accounting consideration of software development “stages”. Cost capitalization will now begin solely when (1) management has authorized and committed to funding the software project, and (2) it is probable the project will be completed and the software used to perform its intended function (the probable-to-complete threshold). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The amendments in ASU 2025-06 supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. ASU 2025-06 is effective for Autodesk’s fiscal year beginning February 1, 2028, and interim periods within that fiscal year. Early adoption is permitted. Autodesk is currently evaluating the effect of adopting ASU 2025-06 on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclosure of the total amount of selling expenses, and in annual reporting periods, Autodesk’s definition of selling expenses. ASU 2024-03 is effective for Autodesk’s fiscal year beginning February 1, 2027, and interim periods for Autodesk’s fiscal year beginning February 1, 2028. Early adoption is permitted. Autodesk is currently evaluating the effect of adopting ASU 2024-03 on its disclosures.
Accounting Standards Adopted
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures” (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. Autodesk will provide the new disclosures required by ASU 2023-09 beginning with its annual financial statements for the fiscal year ending January 31, 2026.
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In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which are intended to improve reportable segment disclosure requirements. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. Autodesk adopted the annual disclosures of ASU 2023-07 for our fiscal year ended January 31, 2025 and adopted for interim periods beginning February 1, 2025.
There have been no other recent accounting pronouncements during the nine months ended October 31, 2025, that may have a material impact on our financial position or results of operations.
3 . Revenue Recognition
Revenue Disaggregation
Autodesk recognizes revenue from the sale of (1) product subscriptions, cloud service offerings, and enterprise business agreements (“EBAs”), (2) fees for maintenance purchased with software licenses, and (3) consulting and other products and services. The three categories are presented as line items on Autodesk’s Condensed Consolidated Statements of Operations.
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Information regarding the components of Autodesk's net revenue from contracts with customers by product family, geographic location, sales channel, and product type is as follows:
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Net revenue by product family:
Architecture, Engineering, Construction and Operations $ 921 $ 751 $ 2,608 $ 2,138
AutoCAD and AutoCAD LT 458 398 1,309 1,163
Manufacturing 355 307 998 871
Media and Entertainment 86 83 242 231
Other 33 31 92 89
Total net revenue $ 1,853 $ 1,570 $ 5,249 $ 4,492
Net revenue by geographic area:
Americas
U.S. $ 666 $ 579 $ 1,880 $ 1,631
Other Americas 154 126 451 355
Total Americas 820 705 2,331 1,986
Europe, Middle East and Africa 715 580 2,017 1,684
Asia Pacific 318 285 901 822
Total net revenue $ 1,853 $ 1,570 $ 5,249 $ 4,492
Net revenue by sales channel:
Indirect $ 626 $ 908 $ 2,044 $ 2,696
Direct 1,227 662 3,205 1,796
Total net revenue $ 1,853 $ 1,570 $ 5,249 $ 4,492
Net revenue by product type:
Design $ 1,537 $ 1,295 $ 4,371 $ 3,748
Make 205 171 578 478
Other 111 104 300 266
Total net revenue $ 1,853 $ 1,570 $ 5,249 $ 4,492
Payments for subscriptions are typically due in annual installments or upfront. 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 tota l short-term, long-term, a nd unbilled deferred revenue. As of October 31, 2025, Autodesk had remaining performance obligations of $ 7.36 billion, which represents the total transaction price allocated to remaining performance obligations, which are generally recognized over the next three years . We expect to recognize $ 4.83 billion or 66 % of our remaining performance obligations as revenue during the next 12 months. We expect to recognize the remaining $ 2.53 billion or 34 % of our remaining performance obligations as revenue thereafter.
The amount of remaining performance obligations may be impacted by the specific timing, duration, and size of customer subscription and support 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, 2025 and January 31, 2025. 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.
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Revenue recognized during the three months ended October 31, 2025 and 2024, that was included in the deferred revenue balances at January 31, 2025 and 2024, was $ 843 million and $ 790 million, respectively. Revenue recognized during the nine months ended October 31, 2025 and 2024, that was included in the deferred revenue balances at January 31, 2025 and 2024, was $ 3.33 billion and $ 3.00 billion, respectively. The satisfaction of performance obligations typically lags behind payments received under revenue contracts from customers.
4 . 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, acts as administrative agent and a lender under Autodesk’s $ 1.5 billion revolving credit facility. See Note 13, “Borrowing Arrangements,” in the Notes to Condensed Consolidated Financial Statements for further discussion.
Total revenue from the Company's largest distributor TD Synnex Corporation and its global affiliates (“TD Synnex”) accounted for 12 % and 16 % of Autodesk’s total net revenue during the three and nine months ended October 31, 2025, respectively. Total revenue from TD Synnex accounted for 33 % and 35 % of Autodesk’s total net revenue during the three and nine months ended October 31, 2024, respectively. The majority of the net revenue from sales to TD Synnex is from sales outside of the United States. In addition, TD Synnex accounted for 7 % and 5 % of trade accounts receivable at October 31, 2025, and January 31, 2025, 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.
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5 . Financial Instruments
The following tables summarize the Company's financial instruments by significant investment category as of October 31, 2025, and January 31, 2025:
October 31, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Cash equivalents (1):
Money market funds $ 1,001 $ — $ — $ 1,001
Commercial paper 154 — — 154
Certificates of deposit 48 — — 48
U.S. government securities 18 — — 18
Other (2) 4 — — 4
Marketable securities:
Short-term
Corporate debt securities 55 — — 55
U.S. government securities 70 — — 70
Commercial paper 116 — — 116
Asset-backed securities 27 — — 27
Certificates of deposit 18 — — 18
Agency mortgage-backed securities 11 — — 11
Other (3) 3 — — 3
Long-term
Corporate debt securities 128 1 — 129
Asset-backed securities 72 — — 72
U.S. government securities 63 — — 63
Agency mortgage-backed securities 28 — — 28
Other (4) 10 — — 10
Mutual funds (5) (6) 114 25 — 139
Total $ 1,940 $ 26 $ — $ 1,966
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(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Primarily consists of agency discount notes.
(3) Primarily consists of agency discount notes.
(4) Primarily consists of agency collateralized mortgage obligations and agency bonds.
(5) See Note 11, “Deferred Compensation” for more information.
(6) Included in “Prepaid expenses and other current assets” or “Long-term other assets” in the accompanying Condensed Consolidated Balance Sheets.
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January 31, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Cash equivalents (1):
Money market funds $ 618 $ — $ — $ 618
Commercial paper 85 — — 85
Certificates of deposit 38 — — 38
U.S government securities 19 — — 19
Other (2) 4 — — 4
Marketable securities:
Short-term
Commercial paper 96 — — 96
Corporate debt securities 79 — — 79
U.S. government securities 74 — — 74
Asset-backed securities 19 — — 19
Other (3) 19 — — 19
Long-term
Corporate debt securities 96 1 — 97
Asset backed securities 71 — — 71
U.S. government securities 52 — ( 1 ) 51
Agency mortgage-backed securities 40 — — 40
Other (4) 8 — — 8
Mutual funds (5) (6) 106 12 — 118
Total $ 1,424 $ 13 $ ( 1 ) $ 1,436
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(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Consists primarily of corporate debt securities.
(3) Consists primarily of agency discount bonds, agency mortgage-backed securities, mortgage-backed securities, and U.S. treasury bonds.
(4) Consists primarily of agency collateralized mortgage obligations and supranational bonds.
(5) See Note 11, “Deferred Compensation” for more information.
(6) Included in “Prepaid expenses and other current assets,” or “Long-term other assets,” in the accompanying Condensed Consolidated Balance Sheets.
The following table summarizes the fair values of investments classified as marketable debt securities by contractual maturity date as of October 31, 2025:
Fair Value
Due within 1 year $ 267
Due after 1 year through 5 years 314
Due after 5 years through 10 years 15
Due after 10 years 6
Total
$ 602
As of both October 31, 2025, and January 31, 2025, Autodesk had no material unrealized losses, individually and in the aggregate, for marketable debt securities that are in a continuous unrealized loss position for greater than 12 months. Total unrealized gains for securities with net gains in accumulated other comprehensive income were not material for the nine months ended October 31, 2025.
Autodesk monitors all marketable debt securities for potential credit losses by reviewing indicators such as, but not limited to, current credit rating, change in credit rating, credit outlook, and default risk. There were no allowances for credit losses as of both October 31, 2025, and January 31, 2025. There were no write offs of accrued interest receivables for both the nine months ended October 31, 2025 and 2024.
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There were no material realized gains or losses for the sales or redemptions of marketable debt securities during both the three and nine months ended October 31, 2025 and 2024. Realized gains and losses from the sales or redemptions of marketable debt securities are recorded in “Interest and other (loss) income, net” on the Company's Condensed Consolidated Statements of Operations.
Strategic investments in equity securities
As of October 31, 2025, and January 31, 2025, Autodesk had $ 156 million and $ 168 million in direct investments in privately held companies, respectively. These strategic investments in equity securities 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. If Autodesk determines that an impairment has occurred, Autodesk writes down the investment to its fair value. These strategic investments in equity securities are generally subject to a security-specific restriction which limits the sale or transfer of the respective equity security during the holding period.
Adjustments to the carrying value of our strategic investment equity securities with no readily determined fair values measured using the measurement alternative are included in “Interest and other (loss) income, net” on the Company's Condensed Consolidated Statements of Operations. These adjustments were as follows:
Nine Months Ended October 31, Cumulative Amount as of
2025 2024 October 31, 2025
Upward adjustments $ — $ — $ 29
Negative adjustments, including impairments ( 15 ) ( 7 ) ( 137 )
Net unrealized adjustments $ ( 15 ) $ ( 7 ) $ ( 108 )
Realized gains for the disposition of strategic investment equity securities for both the three and nine months ended October 31, 2025 and 2024 were immaterial .
Fair Value
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.
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The following tables summarize the Company's financial instruments measured at fair value on a recurring basis by significant investment category as of October 31, 2025, and January 31, 2025:
October 31, 2025
Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents (1):
Money market funds $ 1,001 $ — $ — $ 1,001
Commercial paper — 154 — 154
Certificates of deposit — 48 — 48
U.S. government securities — 18 — 18
Other (2) — 4 — 4
Marketable securities:
Short-term
Corporate debt securities — 55 — 55
U.S. government securities — 70 — 70
Commercial paper — 116 — 116
Asset-backed securities — 27 — 27
Certificates of deposit — 18 — 18
Agency mortgage-backed securities — 11 — 11
Other (3) — 3 — 3
Long-term
Corporate debt securities — 129 — 129
Asset-backed securities — 72 — 72
U.S. government securities — 63 — 63
Agency mortgage-backed securities — 28 — 28
Other (4) — 10 — 10
Long-term other assets:
Mutual funds (5)(6) 139 — — 139
Derivative assets:
Derivative contract assets (6) — 29 — 29
Derivative liabilities:
Derivative contract liabilities (7) — ( 25 ) — ( 25 )
Total $ 1,140 $ 830 $ — $ 1,970
____________________
(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Primarily consists of agency discount notes.
(3) Primarily consists of agency discount notes.
(4) Primarily consists of agency collateralized mortgage obligations and agency bonds.
(5) See Note 11, “Deferred Compensation” for more information.
(6) Included in “Prepaid expenses and other current assets” or “Long-term other assets” in the accompanying Condensed Consolidated Balance Sheets.
(7) Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
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January 31, 2025
Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents (1):
Money market funds $ 618 $ — $ — $ 618
Commercial paper — 85 — 85
Certificates of deposit — 38 — 38
U.S government securities — 19 — 19
Other (2) — 4 — 4
Marketable securities:
Short-term
Commercial paper — 96 — 96
Corporate debt securities — 79 — 79
U.S. government securities — 74 — 74
Asset backed securities — 19 — 19
Other (3) — 19 — 19
Long-term
Corporate debt securities — 97 — 97
Asset backed securities — 71 — 71
U.S. government securities — 51 — 51
Agency bonds — 40 — 40
Other (4) — 8 — 8
Long-term other assets:
Mutual funds (5) (6) 118 — — 118
Derivative assets:
Derivative contract assets (6) — 28 — 28
Derivative liabilities:
Derivative contract liabilities (7) — ( 22 ) — ( 22 )
Total $ 736 $ 706 $ — $ 1,442
____________________
(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Consists primarily of corporate debt securities.
(3) Consists primarily of agency discount bonds, agency mortgage-backed securities, mortgage-backed securities, and U.S. treasury bonds.
(4) Consists primarily of agency collateralized mortgage obligations and supranational bonds.
(5) See Note 11, “Deferred Compensation” for more information.
(6) Included in “Prepaid expenses and other current assets,” or “Long-term other assets,” in the accompanying Condensed Consolidated Balance Sheets.
(7) Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.
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6. Equity Compensation
Restricted Stock Units
A summary of restricted stock activity for the nine months ended October 31, 2025, is as follows:
Unvested restricted
stock units Weighted average grant date fair value per share
(in thousands)
Unvested restricted stock units at January 31, 2025 5,188 $ 229.09
Granted 2,767 264.79
Vested ( 2,576 ) 224.50
Canceled/Forfeited ( 429 ) 233.23
Performance Adjustment (1) 6 275.23
Unvested restricted stock units at October 31, 2025
4,956 $ 252.28
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(1) Based on Autodesk's financial results and relative total stockholder return for the fiscal 2025 performance period. The performance stock units were attained at rates ranging from 95 % to 108 % of the target award.
The fair value of the shares vested during the nine months ended October 31, 2025 and 2024, was $ 730 million and $ 634 million, respectively.
During the nine months ended October 31, 2025, Autodesk granted 2 million restricted stock units. Restricted 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 restricted stock units of $ 151 million and $ 152 million during the three months ended October 31, 2025 and 2024, respectively. Autodesk recorded stock-based compensation expense related to restricted stock units of $ 449 million and $ 432 million during the nine months ended October 31, 2025 and 2024, respectively.
During the nine months ended October 31, 2025, Autodesk granted 332 thousand 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 performance and service period. The performance criteria for the majority of the performance stock units are based on revenue and non-GAAP operating income less stock-based compensation expense goals adopted by the Compensation and Human Resource Committee and 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 the performance stock units 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 2026 as well as 1-year Relative TSR (covering year one) or vest following year three depending the achievement of the performance criteria for fiscal 2026 as well as a 3-year Relative TSR (covering years one, two and three).
• Up to one third of the performance stock units may vest following year two, depending upon the achievement of the performance criteria for fiscal 2027 as well as 2-year Relative TSR (covering years one and two) or vest following year three depending the achievement of the performance criteria for fiscal 2027 as well as a 3-year Relative TSR (covering years one, two and three).
• Up to one third of the performance stock units may vest following year three, depending upon the achievement of the performance criteria for fiscal 2028 as well as 3-year Relative TSR (covering years one, two and three) or vest following year three depending the achievement of the performance criteria for fiscal 2028 as well as a 3-year Relative TSR (covering years one, two and three).
The performance criteria for the performance stock units vested during the nine months ended October 31, 2025, was based on revenue and free cash flow goals adopted by the Compensation and Human Resource Committee.
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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 $ 19 million and $ 22 million for the three months ended October 31, 2025 and 2024, respectively. Autodesk recorded stock-based compensation expense related to performance stock units of $ 58 million and $ 36 million for the nine months ended October 31, 2025 and 2024, 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 nine months ended October 31, 2025 and 2024, is as follows:
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Issued shares (in thousands) 280 299 623 732
Average price of issued shares $ 220.90 $ 167.45 $ 219.42 $ 165.89
Weighted average grant date fair value of shares granted under the ESPP (1) $ 90.23 $ 78.92 $ 85.48 $ 78.93
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(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, 2025 and 2024, as follows:
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Cost of subscription and maintenance revenue $ 10 $ 9 $ 32 $ 27
Cost of other revenue 4 3 12 9
Marketing and sales 61 64 224 178
Research and development 84 80 257 222
General and administrative 27 25 82 64
Stock-based compensation expense related to stock awards and ESPP purchases
$ 186 $ 181 $ 607 $ 500
During the nine months ended October 31, 2025, Autodesk recorded $ 54 million in stock-based compensation expense reflecting a cumulative adjustment since fiscal 1999 related to the Company’s ESPP. The differences were no t material to any prior interim or annual periods, nor to the current fiscal year.
Stock-based Compensation Expense Assumptions
Autodesk determines the grant date fair value of its share-based payment awards 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 the 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:
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Three Months Ended October 31, 2025 Three Months Ended October 31, 2024
Performance Stock Units ESPP Performance Stock Units ESPP
Range of expected volatility N/A 28.3 - 29.6 %
N/A 29.1 - 32.0 %
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 N/A 3.6 - 3.8 %
N/A 3.6 - 4.6 %
Nine Months Ended October 31, 2025 Nine Months Ended October 31, 2024
Performance Stock Units ESPP Performance Stock Units ESPP
Range of expected volatilities 29.7 - 33.4 %
28.3 - 29.6 %
29.4 - 31.4 %
28.7 - 34.5 %
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 3.8 - 4.1 %
3.6 - 4.3 %
5.2 % 3.6 - 5.4 %
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 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 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.
7. Income Tax
Autodesk had income tax expense of $ 125 million, relative to pre-tax income of $ 468 million for the three months ended October 31, 2025, and income tax expense of $ 76 million, relative to pre-tax income of $ 351 million for the three months ended October 31, 2024. Our effective tax rate for the three months ended October 31, 2025, differs from the U.S. federal statutory rate of 21% primarily due to tax on net controlled foreign corporation tested income (“NCTI”) and withholding tax, offset by varying tax rates on foreign earnings, tax deductible stock-based compensation, and tax credits.
Autodesk had income tax expense of $ 350 million, relative to pre-tax income of $ 1.16 billion for the nine months ended October 31, 2025, and income tax expense of $ 203 million, relative to pre-tax income of $ 1.01 billion for the nine months ended October 31, 2024. Our effective tax rate for the nine months ended October 31, 2025, differs from the U.S. federal statutory rate of 21% primarily due to tax on NCTI, a nondeductible cumulative adjustment of stock-based compensation related to the Company’s ESPP, and withholding tax, offset by varying tax rates on foreign earnings, tax deductible stock-based compensation, and tax credits.
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. The Company continues to retain a valuation allowance against New Zealand, California, Massachusetts, and Michigan deferred tax assets and deferred tax assets that will convert to a capital loss upon reversal in Australia and the U.S., as we do not have sufficient income of the appropriate character to benefit from these deferred tax assets.
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8 . Intangible Assets, Net
The following tables summarize the Company's intangible assets, net, as of October 31, 2025, and January 31, 2025:
October 31, 2025
Gross Carrying Amount Accumulated Amortization Net
Customer relationships $ 743 $ ( 520 ) $ 223
Developed technologies 1,181 ( 922 ) 259
Trade names and patents 122 ( 118 ) 4
Other 9 ( 2 ) 7
Total intangible assets $ 2,055 $ ( 1,562 ) $ 493
January 31, 2025
Gross Carrying Amount Accumulated Amortization Net
Customer relationships $ 735 $ ( 480 ) $ 255
Developed technologies 1,154 ( 849 ) 305
Trade names and patents 122 ( 115 ) 7
Other 7 — 7
Total intangible assets $ 2,018 $ ( 1,444 ) $ 574
9. Cloud Computing Arrangements
Autodesk enters into certain cloud-based software hosting arrangements that are accounted for as service contracts. Costs incurred for these arrangements are capitalized for application development activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. Autodesk amortizes the capitalized development costs straight-line over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. The capitalized costs are included in “Prepaid expenses and other current assets” and “Long-term other assets” on our Condensed Consolidated Balance Sheets. Capitalized costs were $ 371 million and $ 327 million at October 31, 2025, and January 31, 2025, respectively. Accumulated amortization was $ 163 million and $ 136 million at October 31, 2025, and January 31, 2025, respectively. Amortization expense for the three months ended October 31, 2025 and 2024, was $ 11 million and $ 15 million, respectively. Amortization expense for the nine months ended October 31, 2025 and 2024, was $ 31 million and $ 45 million, respectively.
10 . 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, 2025, (in millions):
Balance as of January 31, 2025 (1) $ 4,242
Effect of foreign currency translation 36
Balance as of October 31, 2025 (1) $ 4,278
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(1) Accumulated impairment losses as of both January 31, 2025 and October 31, 2025, were $ 149 million.
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11. Deferred Compensation
At October 31, 2025, Autodesk had investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans and a corresponding deferred compensation liability totaling $ 139 million. Of this amount, $ 14 million was classified as current and $ 125 million was classified as non-current in the Condensed Consolidated Balance Sheets. Of the $ 118 million related to the investments in a rabbi trust as of January 31, 2025, $ 12 million was classified as current and $ 106 million was classified as non-current. The current and non-current asset portions of the investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans are recorded in the Condensed Consolidated Balance Sheets under “Prepaid expenses and other current assets” and “Long-term other assets,” respectively. The current and non-current portions of the liability are recorded in the Condensed Consolidated Balance Sheets under “Accrued compensation” and “Long-term other liabilities,” respectively.
Costs to obtain a contract with a customer
Sales commissions earned by our internal sales personnel and our solution providers are considered incremental and recoverable costs of obtaining a contract with a customer. The ending balance of assets recognized from costs to obtain a contract with a customer was $ 755 million as of October 31, 2025, and $ 467 million as of January 31, 2025. These assets are recorded in “Prepaid expenses and other current assets” and “Long-term other assets” in the Condensed Consolidated Balance Sheet. Of the total amount as of October 31, 2025, $ 417 million was recorded in “Prepaid expenses and other current assets” and $ 338 million was recorded in “Long-term other assets” in the Condensed Consolidated Balance Sheets. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $ 145 million and $ 364 million during the three and nine months ended October 31, 2025, respectively. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $ 51 million and $ 136 million during the three and nine months ended October 31, 2024, respectively. Autodesk did no t recognize any contract cost impairment losses during the three and nine months ended October 31, 2025 and 2024.
12. Computer Equipment, Software, Furniture, and Leasehold Improvements, Net
Computer equipment, software, furniture and equipment, and leasehold improvements, and the related accumulated depreciation were as follows:
October 31, 2025 January 31, 2025
Computer hardware, at cost $ 90 $ 103
Computer software, at cost 53 42
Furniture and equipment, at cost 101 100
Leasehold improvements, land and buildings, at cost 344 333
588 578
Less: Accumulated depreciation ( 470 ) ( 461 )
Computer equipment, software, furniture, and leasehold improvements, net $ 118 $ 117
13. Borrowing Arrangements
In May 2025, the Company terminated its previous credit agreement and entered into a new Credit Agreement (“2025 Credit Agreement”) by and among the Company, the lenders party thereto and Citibank, N.A. (“Citibank”), as administrative agent, which provides for an unsecured revolving loan facility in the aggregate principal amount of $ 1.5 billion, with an option to increase the principal amount to $ 2 billion subject to receipt of additional commitments and other customary conditions. The revolving credit facility is available for working capital and general corporate purposes. The 2025 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 2025 Credit Agreement requires the Company to maintain a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined in the 2025 Credit Agreement) no greater than 3.50 :1.00 during the term of the credit facility, subject to adjustment following the consummation of certain acquisitions up to 4.00 :1.00 for up to four consecutive fiscal quarters. At October 31, 2025, Autodesk was in compliance with the 2025 Credit Agreement covenants. Revolving loans under the 2025 Credit Agreement will bear interest, at the Company’s option, at either (i) a per annum rate equal to the Base Rate (as defined in the 2025 Credit Agreement) or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the Secured Overnight Financing Rate, plus a margin of between 0.575 % and 1.000 %, depending on the Company’s Public Debt Rating. The Company is also obligated to pay to each lender a facility fee on a
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quarterly basis based on amounts committed (whether used or unused) under the revolving facility of between 0.050 % and 0.125 % per annum, depending on the Company’s Public Debt Rating. The scheduled termination date under the 2025 Credit Agreement is May 8, 2030, which termination date may be extended with respect to some or all of the commitments under the 2025 Credit Agreement subject to certain terms and conditions, including the consent of each lender holding commitments to be extended. As of October 31, 2025, Autodesk had no outstanding borrowings under the 2025 Credit Agreement.
The outstanding borrowings as of October 31, 2025, were as follows:
Instrument Date of Issuance Principal Outstanding Fair value
5.30 % senior notes due June 15, 2035 (1)
June 2025 $ 500 $ 514
2.40 % senior notes due December 15, 2031
October 2021 1,000 889
2.85 % senior notes due January 15, 2030
January 2020 500 473
3.50 % senior notes due June 15, 2027
June 2017 500 496
Total principal outstanding 2,500
Less unamortized debt discount and issuance costs (2) 18
Total notes payable, net $ 2,482
_______________
(1) A portion of the proceeds of the senior notes was used for the repayment of $ 300 million of 4.375 % notes due June 15, 2025, and the remainder is available for general corporate purposes.
(2) Both the debt discount and issuance costs are being amortized to interest expense over the term of the senior notes using the effective interest method.
The June 2025 Notes, October 2021 Notes, January 2020 Notes, and the June 2017 Notes may all be redeemed 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 all the aforementioned notes, at a price equal to 101 % of their principal amount, plus accrued and unpaid interest to the date of repurchase. All 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.
The expected future principal payments for all borrowings as of October 31, 2025, were as follows (in millions):
Fiscal year ending
2026 (remainder) $ —
2027 —
2028 500
2029 —
2030 500
Thereafter 1,500
Total principal outstanding $ 2,500
14 . Leases
Autodesk has operating leases for real estate and certain equipment. Leases have remaining lease terms of less than 1 year to 64 years, some of which include options to extend the lease with renewal terms ranging from 1 year to 5 years and some of which include options to terminate the leases within less than 1 year to 4 years. 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. Payments under our lease arrangements are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. These amounts include payments affected by the Consumer Price Index, payments for common area maintenance that are subject to annual reconciliation, and payments for maintenance and utilities. The Company’s leases do not contain residual value guarantees or material restrictive covenants. Short-term leases are recognized in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term. Short-term lease expense was not material for the periods presented. Changes in operating lease right-of-use assets and operating lease liabilities are presented net in the “Accounts payable and other liabilities” line in the Condensed Consolidated Statements of Cash Flows with the exception of “Lease-related asset impairments” which is presented in “Adjustments to reconcile net income to net cash provided by operating activities”.
During the three and nine months ended October 31, 2025, A utodesk recorded total operating lease right-of-use assets impairment charges of $ 1 million and $ 12 million, respectively. Autodesk did no t recognize any charges during the three and
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nine months ended October 31, 2024. Autodesk assessed the asset groupings for disaggregation based on the proposed changes in use of the facilities. For asset groups where impairment was triggered, Autodesk utilized an income approach to value the asset groups by developing discounted cash flow models. The significant assumptions used in the discounted cash flow models for each of the asset groups included projected sublease income over the remaining lease terms, expected downtime prior to the commencement of future subleases, expected lease incentives offered to future tenants, and discount rates that reflected the level of risk associated with these future cash flows. These significant assumptions are considered Level 1 and Level 2 inputs in accordance with the fair value hierarchy described in Note 1, “Business and Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. The operating lease right-of-use assets impairment charges are included in “Restructuring, other exit costs, and facility reductions” in the Company’s Condensed Consolidated Statements of Operations. See Note 16, “Restructuring, Other Exit Costs, and Facility Reductions” for more details.
Supplemental operating cash flow information related to leases is as follows:
Nine Months Ended October 31,
2025 2024
Cash paid for operating leases included in operating cash flows (1)
$ 66 $ 70
Increase in operating lease liabilities arising from obtaining operating lease right-of-use assets and lease modifications 29 4
_______________
(1) Includes $ 8 million and $ 10 million in variable lease payments for the nine months ended October 31, 2025 and 2024, respectively, not included in “Operating lease liabilities” and “Long-term operating lease liabilities” on the Condensed Consolidated Balance Sheets.
Maturities of operating lease liabilities were as follows:
Fiscal year ending
2026 (remainder) $ 10
2027 70
2028 60
2029 49
2030 31
Thereafter 54
274
Less imputed interest 22
Present value of operating lease liabilities $ 252
Operating lease amounts in the table above do not include sublease income payments of $ 57 million. Autodesk expects to receive sublease income payments of approximately $ 37 million for remaining fiscal 2026 through fiscal 2030 and $ 20 million thereafter.
As of October 31, 2025, Autodesk had no material additional operating lease minimum lease payments for executed leases that have not yet commenced.
15. Derivative Instruments
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, 2025 and 2024 (amounts presented include any income tax effects):
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Amount of loss recognized in accumulated other comprehensive income, net of tax, (effective portion)
$ ( 10 ) $ ( 12 ) $ ( 39 ) $ ( 15 )
Amount and location of gain (loss) reclassified from accumulated other comprehensive loss into income (effective portion)
Net revenue $ ( 1 ) $ 3 $ 12 $ 13
Cost of revenue 1 — 2 —
Operating expenses 5 4 8 —
Total $ 5 $ 7 $ 22 $ 13
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The amount and location of gains or losses recognized in net income 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, 2025 and 2024, (amounts presented include any income tax effects):
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Interest and other (loss) income, net $ 4 $ 4 $ ( 20 ) $ 5
See Note 5, “Financial Instruments” for the fair values of derivative instruments in Autodesk’s Condensed Consolidated Balance Sheets as of October 31, 2025, and January 31, 2025.
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 notional amounts of these contracts are presented net settled and were $ 1.75 billion at October 31, 2025, and $ 1.52 billion at January 31, 2025. Outstanding contracts are recognized as either assets or liabilities on the Company's Condensed Consolidated Balance Sheet at fair value. The majority of the net loss of $ 15 million remaining in “Accumulated other comprehensive loss” as of October 31, 2025, is expected to be recognized into earnings within the next 24 months.
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. The notional amounts of these foreign currency contracts are presented net settled and were $ 487 million at October 31, 2025, and $ 1.14 billion at January 31, 2025.
16. Restructuring, Other Exit Costs, and Facility Reductions
During the first quarter of fiscal 2026, Autodesk initiated a restructuring plan (“2026 Plan”) to support Autodesk's initiatives to optimize its go-to-market organization and, at the same time, to reallocate resources to Autodesk’s strategic priorities of investments in cloud, platform and artificial intelligence. With this restructuring plan, Autodesk is realigning roles to maximize talent investments and to distribute critical expertise globally. The 2026 Plan is substantially complete as of October 31, 2025.
The following table sets forth the restructuring and other exit costs liability as of October 31, 2025:
Balances, January 31, 2025 Additions (3) Payments Balances, October 31, 2025
Employee terminations costs (1) $ 15 $ 93 $ ( 106 ) $ 2
Other exit costs (2) — 4 ( 4 ) —
Total $ 15 $ 97 $ ( 110 ) $ 2
____________________
(1) Recorded in the Condensed Consolidated Balance Sheets under “Accrued compensation."
(2) Recorded in the Condensed Consolidated Balance Sheets under “Accounts payable."
(3) Recorded in the Condensed Consolidated Statements of Operations under “Restructuring, other exit costs, and facility reductions”.
During the three and nine months ended October 31, 2025, Autodesk recorded $ 1 million and $ 12 million in lease right-of-use assets impairments and $ 1 million and $ 7 million in impairment charges to computer equipment, software, furniture, and leasehold improvements for facility reductions, respectively, related to the 2026 Plan. These costs are included in “Restructuring, other exit costs, and facility reductions” on the Company's Condensed Consolidated Statements of Operations.
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17. Commitments and Contingencies
Guarantees and Indemnifications
In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising from the use of its products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be reasonably estimated. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.
In connection with the purchase, sale, or license of assets or businesses with third parties, Autodesk has entered into or assumed customary indemnification agreements related to the assets or businesses purchased, sold, or licensed. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.
As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited; however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.
Legal Proceedings
Autodesk is involved in a variety of claims, suits, inquiries, investigations, and proceedings in the normal course of business including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of unauthorized use, business practices, and other matters. Autodesk routinely reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any matter is considered probable and the amount can be reasonably estimated, Autodesk records a liability for the estimated loss. Because of inherent uncertainties related to these legal matters, Autodesk bases its loss accruals on the best information available at the time. As additional information becomes available, Autodesk reassesses its potential liability and may revise its estimates. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the Company’s results of operations, cash flows, or financial position in a particular period, however, based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company’s financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.
In early March 2024, the Audit Committee of Autodesk’s Board of Directors commenced an internal investigation with the assistance of outside counsel and advisors regarding the Company’s free cash flow and non-GAAP operating margin practices (the “Internal Investigation”). On March 8, 2024, the Company voluntarily contacted the U.S. Securities and Exchange Commission (“SEC”) to inform it of the Internal Investigation. On April 3, 2024, the United States Attorney’s Office for the Northern District of California (“USAO”) contacted the Company regarding the Internal Investigation. The Company cooperated with the SEC and USAO, including by providing certain documents and information. On August 19, 2025, the SEC notified the Company that it was closing its matter. On August 21, 2025, the USAO notified the Company that it was closing its matter as well.
On April 24, 2024, Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against the Company, our Chief Executive Officer, Andrew Anagnost, and our former Chief Financial Officer, Deborah L. Clifford. The complaint, which was filed shortly after the Company’s announcement of the Internal Investigation, generally alleged that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. On July 10, 2024, the Court appointed a lead plaintiff in the action, and an amended complaint was filed on September 16, 2024. The action purports to be brought on behalf of those who purchased or otherwise acquired the Company’s securities between February 23, 2023 and April 16, 2024, and seeks unspecified damages and other relief. On November 25, 2024, defendants filed a motion to dismiss the complaint. On July 18, 2025, the Court granted defendants’ motion to dismiss with leave to amend. On August 8, 2025, plaintiffs filed an amended complaint, which purports to assert claims under Sections 10(b) and 20(a) of the Exchange Act, and
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Rule 10b-5 promulgated thereunder. Defendants’ motion to dismiss the complaint was filed on August 29, 2025. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.
18. Stockholders' Equity
Changes in stockholders' equity by component, net of tax, for the nine months ended October 31, 2025, are as follows:
Common stock and additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders' equity
Shares Amount
Balances, January 31, 2025 214 $ 4,239 $ ( 285 ) $ ( 1,333 ) $ 2,621
Common shares issued under stock plans 1 ( 73 ) — — ( 73 )
Stock-based compensation expense — 233 — — 233
Net income — — — 152 152
Other comprehensive income — — 37 — 37
Repurchase and retirement of common shares (1) ( 1 ) ( 75 ) — ( 278 ) ( 353 )
Balances, April 30, 2025 214 4,324 ( 248 ) ( 1,459 ) 2,617
Common shares issued under stock plans — ( 47 ) — — ( 47 )
Stock-based compensation expense — 194 — — 194
Net income — — — 313 313
Other comprehensive loss — — ( 6 ) — ( 6 )
Repurchase and retirement of common shares (1) ( 1 ) ( 15 ) — ( 341 ) ( 356 )
Balances, July 31, 2025 213 4,456 ( 254 ) ( 1,487 ) 2,715
Common shares issued under stock plans — 14 — — 14
Stock-based compensation expense — 191 — — 191
Net income — — — 343 343
Other comprehensive income — — ( 9 ) — ( 9 )
Repurchase and retirement of common shares (1) ( 1 ) ( 73 ) — ( 288 ) ( 361 )
Balances, October 31, 2025 212 $ 4,588 $ ( 263 ) $ ( 1,432 ) $ 2,893
________________
(1) During the three and nine months ended October 31, 2025, Autodesk repurchased 1 million and 3 million shares at an average repurchase price of $ 306.35 and $ 290.04 per share, respectively. At October 31, 2025, $ 2.81 billion and $ 5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs approved by the Board of Directors, respectively.
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Changes in stockholders' equity by component, net of tax, for the nine months ended October 31, 2024, are as follows:
Common stock and additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders' equity
Shares Amount
Balances, January 31, 2024 214 $ 3,802 $ ( 234 ) $ ( 1,713 ) $ 1,855
Common shares issued under stock plans 1 ( 62 ) — — ( 62 )
Stock-based compensation expense — 151 — — 151
Settlement of liability-classified restricted common shares — 3 — — 3
Net income — — — 252 252
Other comprehensive loss — — ( 29 ) — ( 29 )
Repurchase and retirement of common shares (1) — — — ( 9 ) ( 9 )
Balances, April 30, 2024 215 3,894 ( 263 ) ( 1,470 ) 2,161
Common shares issued under stock plans — ( 38 ) — — ( 38 )
Stock-based compensation expense — 170 — — 170
Net income — — — 282 282
Other comprehensive income — — 14 — 14
Repurchase and retirement of common shares (1) — ( 17 ) — ( 98 ) ( 115 )
Balances, July 31, 2024 215 4,009 ( 249 ) ( 1,286 ) 2,474
Common shares issued under stock plans 1 13 — — 13
Stock-based compensation expense — 184 — — 184
Net income — — — 275 275
Other comprehensive loss — — ( 11 ) ( 11 )
Repurchase and retirement of common shares (1) ( 1 ) ( 106 ) — ( 213 ) ( 319 )
Balances, October 31, 2024 215 $ 4,100 $ ( 260 ) $ ( 1,224 ) $ 2,616
________________
(1) During the three and nine months ended October 31, 2024, Autodesk repurchased 1.2 million and 1.7 million shares at an average repurchase price of $ 269.30 and $ 262.15 per share, respectively. At October 31, 2024, $ 4.3 billion remained available for repurchase under the November 2022 repurchase program approved by the Board of Directors.
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19. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss, net of taxes, consisted of the following at October 31, 2025:
Net Unrealized Gains (Losses) on Derivative Instruments Net Unrealized Gains (Losses) on Available-for-Sale Debt Securities Defined Benefit Pension Components Foreign Currency Translation Adjustments Total
Balances, January 31, 2025 $ 24 $ 20 $ ( 25 ) $ ( 304 ) $ ( 285 )
Other comprehensive (loss) income before reclassifications ( 22 ) 4 2 66 50
Pre-tax loss reclassified from accumulated other comprehensive loss ( 22 ) ( 1 ) ( 1 ) — ( 24 )
Tax effects 5 — — ( 9 ) ( 4 )
Net current period other comprehensive (loss) income ( 39 ) 3 1 57 22
Balances, October 31, 2025 $ ( 15 ) $ 23 $ ( 24 ) $ ( 247 ) $ ( 263 )
Accumulated other comprehensive loss, net of taxes, consisted of the following at October 31, 2024:
Net Unrealized Gains (Losses) on Derivative Instruments Net Unrealized Gains (Losses) on Available-for-Sale Debt Securities Defined Benefit Pension Components Foreign Currency Translation Adjustments Total
Balances, January 31, 2024 $ 23 $ 20 $ ( 24 ) $ ( 253 ) $ ( 234 )
Other comprehensive (loss) income before reclassifications ( 5 ) — — ( 9 ) ( 14 )
Pre-tax loss reclassified from accumulated other comprehensive loss ( 13 ) ( 1 ) — — ( 14 )
Tax effects 3 — — ( 1 ) 2
Net current period other comprehensive (loss) income ( 15 ) ( 1 ) — ( 10 ) ( 26 )
Balances, October 31, 2024 $ 8 $ 19 $ ( 24 ) $ ( 263 ) $ ( 260 )
Reclassifications related to gains and losses on available-for-sale debt securities are included in “Interest and other (loss) income, net.” Refer to Note 15, “Derivative Instruments,” for the amount and location of reclassifications related to derivative instruments. Reclassifications of the defined benefit pension components of net periodic benefit cost are included in “Interest and other (loss) income, net.”
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20 . Net Income Per Share
Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net income per share is computed using the weighted average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the effect of restricted stock units, performance share awards, and stock options using the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts:
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Numerator:
Net income $ 343 $ 275 $ 808 $ 809
Denominator:
Denominator for basic net income per share—weighted average shares 213 215 213 215
Effect of dilutive securities 2 2 2 2
Denominator for dilutive net income per share 215 217 215 217
Basic net income per share $ 1.61 $ 1.28 $ 3.79 $ 3.76
Diluted net income per share $ 1.60 $ 1.27 $ 3.76 $ 3.73
The computation of diluted net income per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the periods. For the three and nine months ended October 31, 2025, there were 19 thousand and 66 thousand anti-dilutive shares excluded from the computation of diluted net income per share, respectively. For the three and nine months ended October 31, 2024, there were 12 thousand and 84 thousand anti-dilutive shares excluded from the computation of diluted net income per share, respectively.
21. Segments
Autodesk operates in one operating and reportable segment, the Company as a whole. The chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on consolidated net income as reported on the Condensed Consolidated Statements of Operations. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the CODM in deciding how to allocate resources and assess performance. Autodesk reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions, allocating resources, and assessing performance as the source of the Company’s reportable segments. The description of Autodesk’s products and offerings and accounting policies are described in Note 1, “Business and Summary of Significant Accounting Policies” in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed on March 6, 2025. The measure of Autodesk’s segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Autodesk determined that the Company’s Chief Executive Officer, serves as the CODM.
The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources, evaluating financial performance, and making operating decisions of Autodesk. Consolidated net income is indicative of financial performance and is monitored by the CODM. The CODM considers budget to actual comparisons of total net revenue and consolidated net income on a regular basis when assessing the operating results and making resource decisions to improve profitability. The CODM also uses the budget to actual comparisons of total net revenue and consolidated net income to make decisions aligned with Autodesk’s strategic initiatives and go-to market strategies and capital allocation priorities.
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The following table presents information about Autodesk’s reported segment total net revenue, segment profit, and significant segment expenses:
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Total net revenue $ 1,853 $ 1,570 $ 5,249 $ 4,492
Less (1):
Cost of subscription and maintenance revenue (2) 108 96 311 278
Cost of other revenue (2) 18 16 56 48
Amortization of developed technologies 25 23 73 62
Marketing and sales (2) 433 437 1,227 1,250
Research and development (2) 332 298 966 870
General and administrative (2) 139 129 403 396
Amortization of purchased intangibles 13 13 40 37
Restructuring, other exit costs, and facility reductions 5 — 116 —
New transaction model (3) 124 31 303 63
Stock-based compensation 186 181 607 500
Interest and other (income) expense, net 2 ( 5 ) ( 11 ) ( 24 )
Provision for income taxes 125 76 350 203
Consolidated net income $ 343 $ 275 $ 808 $ 809
____________________
(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2) The amounts of new transaction model and stock-based compensation are excluded from this line and presented separately within this table.
(3) New transaction model costs include sales incentives to solution providers, transaction fees, and internal operating costs.
The following table presents information about Autodesk’s other segment disclosures:
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
Interest income $ 22 $ 21 $ 62 $ 67
Interest expense 22 18 59 54
Depreciation, amortization, and accretion expense 50 48 145 134
Amortization of costs to obtain a contract with a customer 145 51 364 136
Other significant non-cash items include stock-based compensation. See disclosure in table above.
Information regarding Autodesk's long-lived assets by geographic area were as follows:
October 31, 2025 January 31, 2025
Long-lived assets:
Americas
U.S. $ 144 $ 170
Other Americas 15 13
Total Americas 159 183
Europe, Middle East, and Africa 57 64
Asia Pacific 54 39
Total long-lived assets $ 270 $ 286
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion in our MD&A and elsewhere in this Quarterly Report on Form 10-Q contains trend analyses and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies, including those discussed in “Strategy,” “Overview of the Three and Nine Months Ended October 31, 2025,” 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 transition to annual billings for multi-year contracts; the implementation of new transaction models; 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 effects of global economic conditions, including from global trade wars or 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 restructuring activities; cybersecurity and privacy issues or incidents; 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, anticipated benefits of our products; 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 Quarterly Report on Form 10-Q appears at the end of this Item 2.
Strategy
Autodesk is changing how the world is designed and made. Our technology spans architecture, engineering, construction, product design, manufacturing, media and entertainment, empowering innovators everywhere to solve challenges big and small. From greener buildings to smarter products to more mesmerizing blockbusters, Autodesk technology helps our customers to design and make a better world for all.
Our strategy is to drive customer workflow convergence by delivering a trusted design and make platform that connects people through automation, data, and insights to help them achieve better outcomes for their businesses and the world. To drive the execution of our strategy, we are focused on three strategic priorities: build the platform of choice for Design and Make, accelerate adoption of Fusion, Forma, and Flow, and transform how customers experience Autodesk.
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.
Product Evolution
We offer subscriptions for individual products and Industry Collections, 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.
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Our subscription plans 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, Autodesk Construction Cloud, Autodesk Build, Fusion, Flow Production Tracking, Autodesk Forma, 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, Construction and Operations (“AECO”), we are strengthening our AECO solutions’ foundation with both organic and inorganic investments. In fiscal 2025, we acquired Payapps Limited (“Payapps”), a leading cloud-based software platform for managing construction-related payments. This acquisition will deepen Autodesk Construction Cloud’s footprint and provide a robust payment management offering to serve the needs of general contractors and trade contractors. Through automating the application of the payment process, Payapps’ solution provides greater transparency, reduces risk and helps accelerate time-to-payment. In fiscal 2024, we launched the first set of capabilities in Autodesk Forma, an industry cloud that unifies workflows across the teams that design, build, and operate the built environment. Autodesk Forma’s initial capabilities enable the early-stage planning and design process with automation and Artificial Intelligence (“AI”)-powered insights that simplify the exploration of design concepts, offload repetitive tasks, and help evaluate environmental qualities surrounding a building site.
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 global manufacturing leaders and disruptive startups with our generative design and cloud-based Fusion that converges the design process with manufacturing. In fiscal 2024, we acquired a provider of simulation technology that enables factory and logistics center operators to optimize their processes.
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 anticipate that we will continue to acquire products, technology, and businesses as compelling opportunities become available.
Global Reach
We sell our products and services globally, through a combination of direct and indirect channels. Our direct channels include, but are not limited to, internal sales resources focused on selling our highly specialized solutions in our largest accounts, Solution Providers focused on serving certain Flex and subscription customers through our new transaction model, and business transacted through our online Autodesk branded store. In this new transaction model, Solution Providers provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer. During fiscal 2026, we expect the change in recognition of sales incentives to Solution Providers from contra revenue to operating costs under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin. See Part I, Item 1, “Financial Statements,” Note 3, “Revenue Recognition” in the Notes to the Condensed Consolidated Financial Statements for further detail on the results of our indirect and direct channel sales for the three and nine months ended October 31, 2025 and 2024.
Our indirect channels primarily include distributors, resellers, direct market resellers, volume channel partners, and product-specific resellers.
We anticipate that our channel mix will continue to change as we scale our business. With the continued growth of our online Autodesk branded store and our new transaction model, we are transacting directly with more end customers, rather than through distributors, without substantial disruption to our revenue. We expect our indirect channel will continue to transact and support a considerable portion of our customers. We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections. We employ a variety of incentive programs and promotions to align our direct and indirect channels with our business strategies.
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Platform Capabilities
We are building a trusted, outcome-focused platform for critical customer workflows that enables end-to-end digital transformation for our customers and partners within and between the industries we serve. We aim to accelerate these customer workloads by providing granular, interoperable and accessible data.
We plan to do this by focusing on building the next generation of technology and services as trusted, shared capabilities. We aim to centralize critical and duplicative capabilities across key offerings. These include foundational capabilities to make our offers safer, faster, easier, and globally scalable, as well as capabilities that can accelerate new sources of value for our customers.
One example of these shared capabilities is Autodesk AI. We have been investing in AI for over a decade. Our focus is on building AI capabilities that add value to our customers’ workloads through augmentation, automation and analysis.
One of our key strategies is to maintain an API based architecture 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 Platform Services 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.
In addition to the competitive advantages afforded by our technology, our large global network of distributors, resellers, Solution Providers, third-party developers, customers, educators, educational institutions, learning partners, and students is a key competitive advantage that has been cultivated over an extensive period. This network of partners and relationships provides us with a broad and deep reach into volume markets worldwide. Our distributor, reseller and Solution Provider 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 to a variety of specialized applications.
Impact at Autodesk
Autodesk is committed to advancing a more sustainable, resilient, and inclusive world. We take action as a business to support our employees, customers, and communities in our collective opportunity to design and make a better world for all.
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 identified through a multi-pronged process to align the top needs of our stakeholders, the issues that are most important to our business, and the areas we are best placed to accelerate positive impact at scale.
These opportunities primarily 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 support and amplify these opportunities through powering our business with 100% renewable energy, neutralizing greenhouse gas emissions associated with our operations, developing an inclusive culture and supporting students and educators with tools and training to equip the next generation of innovators. We advance these opportunities with industry innovators through collaboration with our customers and partners, deploying philanthropic capital to changemakers, and providing software donations, and training to our wider ecosystem. Autodesk committed to target 1% of annual operating profit for the long-term support of our impact programs, which includes our philanthropic work and our climate commitments.
These programs align with our operational priorities and long-term growth strategy. We aim to maintain our commitments, fostering trust with stakeholders and enabling compliance with global regulations.
Additional information about our impact 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 many assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, Solution Providers, third-party developers, customers, educators,
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educational institutions, learning partners, and students; improving the performance and functionality of our products and platform; 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, Part II, Item 1A, “Risk Factors.”
Critical Accounting Policies and Estimates
Our Condensed Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments, and estimates that can have a significant impact on amounts reported in our Condensed Consolidated Financial Statements. We evaluate our estimates and assumptions on an ongoing basis. We base our assumptions, judgments, and estimates on historical 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 Item 8, “Financial Statements and Supplementary Data,” Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
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 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies and estimates during the three and nine months ended October 31, 2025, as compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. We believe these policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
Overview of the Three and Nine Months Ended October 31, 2025
• Total net revenue increased 18% and 17% to $1.85 billion and $5.25 billion during the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior fiscal year.
• Recurring revenue as a percentage of net revenue was 97% for both the three and nine months ended October 31, 2025, respectively, and 97% for both the three and nine months ended October 31, 2024.
• Net revenue retention rate (“NR3”) was above 110%, on a constant currency basis, as of October 31, 2025, and was within the range of 100% and 110%, on a constant currency basis, as of October 31, 2024.
• Deferred revenue was $3.85 billion, a decrease of 7% compared to the fourth quarter in the prior fiscal year.
• Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was $7.36 billion, an increase of 6% compared to the fourth quarter in the prior fiscal year.
• Current remaining performance obligations was $4.83 billion, an increase of 8% compared to the fourth quarter in the prior fiscal year.
Revenue Analysis
Net revenue increased 18% and 17% during the three and nine months ended October 31, 2025, respectively, as compared to the same periods in the prior fiscal year, primarily due to an increase in subscription revenue. For further discussion 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 TD Synnex Corporation and its global affiliates (collectively, “TD Synnex”). Total revenue from TD Synnex accounted for 12% and 16% of our total net revenue during the three and nine months ended October 31, 2025, respectively. Total revenue from TD Synnex accounted for 33% and 35% of Autodesk’s total net revenue during the three and nine months ended October 31, 2024, respectively. Our customers through TD Synnex are the resellers and end users who purchase our software subscriptions and services. In connection with our new transaction model, we entered into agreements to provide transition distribution activities with certain distributors and entered into a new distribution agreement with TD Synnex for government business in certain jurisdictions. We maintained distribution relationships in emerging markets. We have increased our selling efforts with Solution Providers in connection with our new transaction model. Consequently, we believe our business is not substantially dependent on TD Synnex.
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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.
The following table outlines our recurring revenue metric for the three and nine months ended October 31, 2025 and 2024:
Three Months Ended October 31, 2025 Change compared to
prior fiscal year Three Months Ended October 31, 2024
(In millions, except percentage data) $ %
Recurring revenue (1)
$ 1,804 $ 274 18 % $ 1,530
As a percentage of net revenue 97 % N/A N/A 97 %
Nine Months Ended October 31, 2025 Change compared to
prior fiscal year Nine Months Ended October 31, 2024
$ %
Recurring Revenue (1)
$ 5,115 $ 737 17 % $ 4,378
As a percentage of net revenue 97 % N/A N/A 97 %
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(1) The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenue derived from the revenue reported in the Condensed Consolidated Statements of Operations.
NR3 was above 110%, on a constant currency basis, as of October 31, 2025, in part due to our new transaction model, and was within the range of 100% and 110%, on a constant currency basis, as of October 31, 2024.
Foreign Currency Analysis
We generate a significant amount of our revenue in the United States, Germany, Japan, the United Kingdom, and Canada.
The following table shows the impact of foreign exchange rate changes on our net revenue and total spend:
Three Months Ended October 31, 2025 Nine Months Ended October 31, 2025
Percent change compared to
prior fiscal year Constant Currency percent change compared to
prior fiscal year (1) Positive/Negative/Neutral impact from foreign exchange rate changes Percent change compared to
prior fiscal year Constant Currency percent change compared to
prior fiscal year (1) Positive/Negative/Neutral impact from foreign exchange rate changes
Net revenue 18 % 18 % Flat 17 % 18 % Negative
Total spend 13 % 13 % Flat 17 % 17 % Flat
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(1) Please refer to the Glossary of Terms for the definitions of our constant currency growth rates.
Changes in the value of the U.S. dollar may have a significant effect on net revenue, total spend, and income from operations in future periods. We use foreign currency contracts to reduce the exchange rate effect on a portion of the net revenue of certain anticipated transactions but do not attempt to completely mitigate the impact of fluctuations of such foreign currency against the U.S. dollar.
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Remaining Performance Obligations
RPO represents deferred revenue and contractually stated or committed contracts 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 Part I, Item 1, “Financial Statements,” Note 3, “Revenue Recognition,” for more details on Autodesk's performance obligations.
(in millions) October 31, 2025 January 31, 2025
Deferred revenue $ 3,846 $ 4,128
Unbilled deferred revenue 3,515 2,810
RPO $ 7,361 $ 6,938
RPO consisted of the following:
(in millions) October 31, 2025 January 31, 2025
Current RPO $ 4,830 $ 4,457
Non-current RPO 2,531 2,481
RPO $ 7,361 $ 6,938
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. As customers continue to transition from multi-year subscription contracts billed upfront to annual billing installments, some customers may choose annual contracts instead. If this were to occur, we would expect it to proportionately reduce the unbilled portion of our total remaining performance obligations and would expect it to impact total RPO growth rates negatively. Deferred revenue, billings, current RPO, revenue, non-GAAP operating margin, and free cash flow would remain broadly unchanged in this scenario.
Balance Sheet and Cash Flow Items
At October 31, 2025, we had $2.59 billion in cash, cash equivalents, and marketable securities. Our cash flow from operations increased to $1.46 billion for the nine months ended October 31, 2025, compared to $915 million for the nine months ended October 31, 2024. We repurchased 3 million shares of our common stock for $1.07 billion during the nine months ended October 31, 2025. Comparatively, we repurchased 1.7 million shares of our common stock for $443 million during the nine months ended October 31, 2024. See further discussion regarding the balance sheet and cash flow activities under the heading “Liquidity and Capital Resources.”
Results of Operations
Overview
We believe our investment in cloud products and a subscription business model, backed by a strong balance sheet, give us a robust foundation to successfully navigate complex geopolitical and global macro-economic challenges. However, material scarcity, supply chain disruption and resulting inflationary pressures, higher interest rates, a global labor shortage, ongoing geopolitical conflicts, economic and regulatory uncertainty, the potential for global trade wars, and foreign exchange rate fluctuations, may impact our outlook. We also expect our continued transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections. The extent of the impact of these risks on our business in remaining fiscal 2026 and beyond will depend on several factors, some of which are out of our control. Further discussion of the potential impacts of these risks on our business can be found in Part II, Item 1A, “Risk Factors.”
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Our sales incentives to Solution Providers are recorded as operating expenses under the new transaction model in which Solution Providers provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer. Accordingly, we expect sales incentives paid to resellers recorded as a reduction of transaction price and subsequently recognized as a reduction to subscription revenue over the contract period to continue to decrease as we have transitioned to the new transaction model. Most of the sales incentives payments to Solution Providers in our new transaction model are considered incremental and recoverable costs of obtaining a contract with a customer and are capitalized and included in “Prepaid expenses and other current assets” and “Long-term other assets” on the Consolidated Balance Sheets. The deferred costs are amortized over the period of benefit and recorded to “Sales and Marketing” on the Consolidated Statement of Operations. The sales incentives not qualifying for capitalization are recorded to “Sales and Marketing” on the Consolidated Statement of Operations as the costs are incurred under the incentive program requirements. During fiscal 2026, we expect the change in recognition of sales incentives to indirect channels from contra revenue to operating expenses under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.
Net Revenue
Net Revenue by Income Statement Presentation
Subscription revenue consists of our term-based product subscriptions, cloud service offerings, and flexible EBAs. Revenue from these arrangements is predominately recognized ratably over the contract term commencing with the date our service is made available to customers and when all other revenue recognition criteria have been satisfied.
Maintenance revenue consists of fees for maintenance purchased with software licenses. Under our maintenance plan, customers are eligible to receive unspecified upgrades, when and if available, and technical support. We recognize maintenance revenue ratably over the term of the agreements, which is generally one year.
Other revenue consists of revenue from 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 Management Comments
(In millions, except percentages) October 31, 2025 $ % October 31, 2024
Net Revenue:
Subscription $ 1,734 $ 277 19 % $ 1,457 Increase due to growth in subscription renewal revenue from the current subscriber base as compared to the prior period. Also contributing to the growth was an increase in revenue from Cloud Service offerings and EBA offerings.
Maintenance 8 (1) (11) % 9
Total subscription and maintenance revenue 1,742 276 19 % 1,466
Other 111 7 7 % 104
$ 1,853 $ 283 18 % $ 1,570
Nine Months Ended Change compared to
prior fiscal year Nine Months Ended Management Comments
October 31, 2025 $ % October 31, 2024
Net Revenue:
Subscription
$ 4,924 $ 729 17 % $ 4,195 Increase due to growth in subscription renewal revenue from the current subscriber base as compared to the prior period. Also contributing to the growth was an increase in revenue from Cloud Service offerings and EBA offerings.
Maintenance 25 (6) (19) % 31
Total subscription and maintenance revenue 4,949 723 17 % 4,226
Other 300 34 13 % 266
$ 5,249 $ 757 17 % $ 4,492
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Net Revenue by Product Family
Our product offerings are focused in four primary product families: Architecture, Engineering, Construction and Operations (“AECO”), AutoCAD and AutoCAD LT, Manufacturing (“MFG”), and Media and Entertainment (“M&E”).
Three Months Ended Change compared to
prior fiscal year Three Months Ended Management Comments
(In millions, except percentages) October 31, 2025 $ % October 31, 2024
Net Revenue by Product Family:
AECO $ 921 $ 170 23 % $ 751 Increase due to growth in revenue from AEC Collections, EBA offerings, and Autodesk Construction Cloud.
AutoCAD and AutoCAD LT 458 60 15 % 398 Increase due to growth in revenue from both AutoCAD and AutoCAD LT.
MFG 355 48 16 % 307 Increase due to growth in revenue from MFG Collections, Inventor, and Fusion.
M&E 86 3 4 % 83 Increase primarily due to lower contra revenue driven by the adoption of the new transaction model.
Other 33 2 6 % 31
Total Net Revenue $ 1,853 $ 283 18 % $ 1,570
Nine Months Ended Change compared to
prior fiscal year Nine Months Ended Management Comments
October 31, 2025 $ % October 31, 2024
Net Revenue by Product Family:
AECO $ 2,608 $ 470 22 % $ 2,138 Increase due to growth in revenue from AEC Collections, EBA offerings, and Autodesk Construction Cloud.
AutoCAD and AutoCAD LT 1,309 146 13 % 1,163 Increase due to growth in revenue from both AutoCAD and AutoCAD LT.
MFG 998 127 15 % 871 Increase due to growth in revenue from MFG Collections, Fusion, and Inventor.
M&E
242 11 5 % 231 Increase primarily due to lower contra revenue due to the adoption of the new transaction model.
Other 92 3 3 % 89
Total Net Revenue $ 5,249 $ 757 17 % $ 4,492
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Net Revenue by Geographic Area
Three Months Ended October 31, 2025 Change compared to
prior fiscal year Constant currency change compared to prior fiscal year Three Months Ended October 31, 2024
(In millions, except percentages) $ % %
Net Revenue:
Americas
U.S. $ 666 $ 87 15 % * $ 579
Other Americas 154 28 22 % * 126
Total Americas 820 115 16 % 17 % 705
EMEA 715 135 23 % 22 % 580
APAC 318 33 12 % 14 % 285
Total Net Revenue $ 1,853 $ 283 18 % 18 % $ 1,570
Nine Months Ended October 31, 2025 Change compared to
prior fiscal year Constant currency change compared to prior fiscal year Nine Months Ended October 31, 2024
(In millions, except percentages) $ % %
Net Revenue:
Americas
U.S. $ 1,880 $ 249 15 % * $ 1,631
Other Americas 451 96 27 % * 355
Total Americas 2,331 345 17 % 18 % 1,986
EMEA 2,017 333 20 % 20 % 1,684
APAC 901 79 10 % 13 % 822
Total Net Revenue $ 5,249 $ 757 17 % 18 % $ 4,492
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* Constant currency data not provided at this level.
We believe that international revenue will continue to comprise a majority of our net revenue. Unfavorable economic conditions, including in connection with the ongoing geopolitical conflicts (and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), or global trade wars, in the countries that contribute a significant portion of our net revenue, including in emerging economies such as Brazil, India, and China, has had and may continue to have an adverse effect on our business in those countries and our overall financial performance. 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.
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Net Revenue by Sales Channel
Three Months Ended Change compared to
prior fiscal year Three Months Ended
(In millions, except percentages) October 31, 2025 $ % October 31, 2024
Net Revenue by Sales Channel:
Indirect $ 626 $ (282) (31) % $ 908
Direct 1,227 565 85 % 662
Total Net Revenue $ 1,853 $ 283 18 % $ 1,570
Nine Months Ended Change compared to
prior fiscal year Nine Months Ended
October 31, 2025 $ % October 31, 2024
Net Revenue by Sales Channel:
Indirect
$ 2,044 $ (652) (24) % $ 2,696
Direct 3,205 1,409 78 % 1,796
Total Net Revenue $ 5,249 $ 757 17 % $ 4,492
For the three months ended October 31, 2025 and 2024, approximately 66% and 42%, respectively, of our revenue was derived from direct sales to customers. For the nine months ended October 31, 2025 and 2024, approximately 61% and 40%, respectively, of our revenue was derived from direct sales to customers. With the continued growth of our online Autodesk branded store and the introduction of our new transaction model, we have been decreasing our sales through resellers and distributors and transacting directly with more end customers. We anticipate that our revenue by direct sales channel will continue to increase as a percentage of total net revenue. We expect our indirect channel will continue to transact and support a considerable portion of our customers, particularly in emerging regions.
Net Revenue by Product Type
Three Months Ended October 31, 2025 Change compared to
prior fiscal year Three Months Ended October 31, 2024
(In millions, except percentages) $ % Management Comments
Net Revenue by Product Type:
Design $ 1,537 $ 242 19 % $ 1,295 Increase primarily due to growth in AEC collections, EBA offerings, AutoCAD, AutoCAD LT, and MFG collections.
Make 205 34 20 % 171 Increase primarily due to growth in revenue from Autodesk Construction Cloud and Fusion.
Other 111 7 7 % 104
Total Net Revenue $ 1,853 $ 283 18 % $ 1,570
Nine Months Ended October 31, 2025 Change compared to
prior fiscal year Nine Months Ended October 31, 2024
(In millions, except percentages) $ % Management Comments
Net Revenue by Product Type:
Design $ 4,371 $ 623 17 % $ 3,748 Increase primarily due to growth in AEC collections, EBA offerings, AutoCAD, AutoCAD LT, and MFG collections.
Make 578 100 21 % 478 Increase primarily due to growth in revenue from Autodesk Construction Cloud and Fusion.
Other 300 34 13 % 266
Total Net Revenue $ 5,249 $ 757 17 % $ 4,492
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Cost of Revenue and Operating Expenses
Cost of subscription and maintenance revenue includes the labor costs of providing product support to our subscription and maintenance customers, SaaS vendor costs and allocated IT costs, facilities costs, professional services fees related to operating our network and cloud infrastructure, royalties, depreciation expense and operating lease payments associated with computer equipment, data center costs, 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 costs of consulting and training services contracts and collaborative project management services contracts. Cost of other revenue also includes stock-based compensation expense, overhead charges, allocated IT and facilities costs, professional services fees, and gains and losses on our operating expense cash flow hedges.
Cost of revenue, at least over the near term, is affected by labor costs, hosting costs for our cloud offerings, the volume and mix of product sales, fluctuations in consulting costs, amortization of developed technology, new customer support offerings, royalty rates for licensed technology embedded in our products, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges.
Marketing and sales expenses include salaries, bonuses, benefits, and stock-based compensation expense for our marketing and sales employees, the expense of travel, entertainment, and training for such personnel, sales commissions to employees and Solution Providers, and the costs of programs aimed at increasing revenue, such as advertising, trade shows and expositions, and various sales and promotional programs. 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.
Restructuring, other exit costs, and facility reductions include charges related to the restructuring plan (“2026 Plan”) to support our initiatives to optimize our go-to-market organization and, at the same time, to reallocate resources to our strategic priorities of investments in cloud, platform and artificial intelligence. With this restructuring plan, we are realigning roles to maximize talent investments and to distribute critical expertise globally.
Three Months Ended Change compared to
prior fiscal year Three Months Ended Management comments
(In millions, except percentages) October 31, 2025 $ % October 31, 2024
Cost of revenue:
Subscription and maintenance $ 118 $ 13 12 % $ 105 Increase primarily due to an increase in cloud hosting costs and employee-related costs.
Other 22 3 16 % 19 Increase primarily due to employee-related costs driven by higher headcount.
Amortization of developed technologies 25 2 9 % 23 Increase due to amortization of capitalized software costs.
Total cost of revenue $ 165 $ 18 12 % $ 147
Operating expenses:
Marketing and sales $ 612 $ 87 17 % $ 525 Increase primarily due to an increase in sales commissions to Solution Providers due to the recognition of these costs in marketing and sales expense under the new transaction model partially offset by a decrease in employee-related costs.
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Research and development 416 38 10 % 378 Increase primarily due to an increase in employee-related costs driven by higher headcount and an increase in cloud hosting costs.
General and administrative 172 11 7 % 161 Increase primarily due to charitable contributions to the Autodesk Foundation and an increase in employee-related costs.
Amortization of purchased intangibles 13 — — % 13 Amortization of purchased intangibles remained flat period over period.
Restructuring, other exit costs, and facility reductions 5 5 NM (1) — The increase is due to the restructuring plan initiated during the first quarter of fiscal 2026. See Part I, Item 1, “Financial Statements, Note 16, “Restructuring, other exit costs, and facility reductions” for more details.
Total operating expenses $ 1,218 $ 141 13 % $ 1,077
Nine Months Ended Change compared to
prior fiscal year Nine Months Ended Management comments
October 31, 2025 $ % October 31, 2024
Cost of revenue:
Subscription and maintenance $ 343 $ 38 12 % $ 305 Increase primarily due to an increase in cloud hosting costs and employee-related costs.
Other 68 11 19 % 57 Increase primarily due to employee-related costs driven by higher headcount.
Amortization of developed technologies 73 11 18 % 62 Increase is primarily due to amortization of acquired developed technologies as a result of acquisitions in fiscal 2025.
Total cost of revenue $ 484 $ 60 14 % $ 424
Operating expenses:
Marketing and sales $ 1,737 $ 263 18 % $ 1,474 Increase primarily due to an increase in sales commissions to Solution Providers due to the recognition of these costs in marketing and sales expense under the new transaction model partially offset by a decrease in employee-related costs.
Research and development 1,223 131 12 % 1,092 Increase primarily due to employee-related costs driven by higher headcount and an increase in cloud hosting costs.
General and administrative 502 25 5 % 477 Increase primarily due to an increase in stock-based compensation expense, professional fees and charitable contributions to the Autodesk Foundation partially offset by a decrease in acquisition-related costs.
Amortization of purchased intangibles 40 3 8 % 37 The increase is primarily due to amortization of acquired intangibles as a result of acquisitions in fiscal 2025.
Restructuring, other exit costs, and facility reductions 116 116 NM (1) — The increase is due to the restructuring plan initiated during the first quarter of fiscal 2026. See Part I, Item 1, “Financial Statements, Note 16, “Restructuring, other exit costs, and facility reductions” for more details.
Total operating expenses $ 3,618 $ 538 17 % $ 3,080
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(1) Not meaningful.
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The following table highlights our expectation for the absolute dollar change between the fourth quarter of fiscal 2026, as compared to the fourth quarter of fiscal 2025:
Absolute dollar impact Management Comments
Cost of revenue Increase We expect our cost of revenue to increase as our revenue grows.
Marketing and sales Increase We expect marketing and sales expenses to increase with the recognition of Solution Provider commissions under our new transaction model, partially offset by savings from the restructuring initiated in fiscal 2026.
Research and development Increase We expect our research and development expenses to increase as we continue our investments in cloud, platform, and artificial intelligence partially offset by savings from the restructuring initiated in fiscal 2026.
General and administrative Decrease We expect general and administrative expenses to slightly decrease as we gain operational leverage.
Amortization of purchased intangibles Flat We expect our amortization of purchased intangibles to remain unchanged.
Restructuring, other exit costs, and facility reductions Decrease We expect immaterial restructuring, other exit costs, and facility reductions in the fourth quarter of fiscal 2026 related to the restructuring plan initiated during the first quarter of fiscal 2026 as the plan is substantially complete as of October 31, 2025.
Interest and Other Income (Expense), Net
The following table sets forth the components of interest and other income (expense), net:
Three Months Ended October 31, Nine Months Ended October 31,
(in millions) 2025 2024 2025 2024
Interest and investment income, net $ 9 $ 6 $ 18 $ 25
Gain on foreign currency 2 — 6 3
Loss on strategic investments (15) (3) (17) (9)
Other income 2 2 4 5
Interest and other (loss) income, net $ (2) $ 5 $ 11 $ 24
Interest and other (loss) income, net, negatively changed by $7 million during the three months ended October 31, 2025 and decreased $13 million during the nine months ended October 31, 2025, respectively, as compared to the same periods in the prior fiscal year. The negative change in the three months ended October 31, 2025, as compared to the same period in the prior fiscal year was primarily due to an increase in losses on strategic investments. The decrease in the nine months ended October 31, 2025, as compared to the same period in the prior fiscal year was primarily due an increase in losses on strategic investments, decrease in interest income, and an increase interest expenses.
Interest expense and investment income fluctuates based on average cash, marketable securities, debt balances, average maturities, and interest rates.
Gains and losses on foreign currency are primarily due to the impact of re-measuring foreign currency transactions and net monetary assets into the functional currency of the corresponding entity. The amount of the gain or loss on foreign currency is driven by the volume of foreign currency transactions and the foreign currency exchange rates for the period.
Provision for Income Taxes
We had income tax expense of $125 million, relative to pre-tax income of $468 million for the three months ended October 31, 2025, and income tax expense of $76 million, relative to pre-tax income of $351 million for the three months ended October 31, 2024. Income tax expense for the three months ended October 31, 2025, reflects U.S. and foreign tax expense, including withholding tax, reduced by tax-deductible stock-based compensation, and tax credits.
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We had income tax expense of $350 million, relative to pre-tax income of $1.16 billion for the nine months ended October 31, 2025, and income tax expense of $203 million, relative to pre-tax income of $1.01 billion for the nine months ended October 31, 2024. Income tax expense for the nine months ended October 31, 2025, reflects U.S. and foreign tax expense, including withholding tax, reduced by tax-deductible stock-based compensation, and tax credits.
The income tax expense for both the three and the nine months ended October 31, 2025, increased compared to the corresponding periods in fiscal year 2025, primarily due to the election made in the U.S. regarding the timing of taxation of revenue, which reduced the taxable benefit arising from foreign-derived deduction-eligible income (“FDDEI”) and increased tax expense associated with NCTI in combination with the tax law change to full expensing of U.S. research and development expenses under the One Big Beautiful Bill Act (“OBBBA”), offset by benefits arising from return-to-provision adjustments relating to filing the fiscal year 2025 U.S. income tax return.
We filed an election in the U.S. for fiscal year 2026 that will more closely align the timing of taxation of our revenue with our U.S. GAAP revenue recognition principles. The one-time impact of this election reduces our estimated tax payments and increases our provision for income taxes due to the loss of taxation benefits through FDDEI and NCTI tax regimes.
The U.S. Tax Cut and Jobs Act (“Tax Act”) enacted on December 22, 2017, requires taxpayers to capitalize and amortize research and development expenses over five or fifteen years beginning in fiscal 2023. On July 4, 2025, the enactment of the OBBBA permanently eliminated the requirement to capitalize and amortize U.S. research and development expenses, thus, reducing the capitalization requirement to foreign research and development expenses only. In addition to this change, the OBBBA includes a broad range of tax reform provisions initially established by the Tax Act. The OBBBA has multiple effective dates, with certain provisions effective in fiscal year 2026 and others effective in fiscal year 2027.
We have reasonably estimated the tax effects of OBBBA and included the impact in our provision for income taxes as of October 31, 2025. For fiscal year 2026, the incremental effect of the OBBBA on the provision for income taxes was reduced due to the preceding elections to align the timing of our revenue with our U.S. GAAP revenue recognition principles.
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.
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. A significant amount of our earnings are generated by our European 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.
Signed into law on August 16, 2022 in the U.S., the Inflation Reduction Act contains many revisions to the Internal Revenue Code effective in taxable years beginning after December 31, 2022, including a 15% corporate alternative minimum tax. We expect that this will not have a material impact on our provision for income taxes in the current fiscal year.
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Other Financial Information
In addition to our results determined under GAAP discussed above, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance. For the three and nine months ended October 31, 2025 and 2024, our gross profit, income from operations, operating margin, net income, and diluted net income per share on a GAAP and non-GAAP basis were as follows (in millions except for operating margin and per share data):
Three Months Ended October 31, Nine Months Ended October 31,
2025 2024 2025 2024
(Unaudited)
Gross profit $ 1,688 $ 1,423 $ 4,765 $ 4,068
Non-GAAP gross profit $ 1,725 $ 1,457 $ 4,876 $ 4,163
Income from operations $ 470 $ 346 $ 1,147 $ 988
Non-GAAP income from operations $ 698 $ 573 $ 1,987 $ 1,623
Operating margin 25 % 22 % 22 % 22 %
Non-GAAP operating margin 38 % 36 % 38 % 36 %
Net income $ 343 $ 275 $ 808 $ 809
Non-GAAP net income $ 575 $ 470 $ 1,632 $ 1,341
GAAP diluted net income per share $ 1.60 $ 1.27 $ 3.76 $ 3.73
Non-GAAP diluted net income per share $ 2.67 $ 2.17 $ 7.59 $ 6.18
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.
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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 October 31, Nine Months Ended October 31,
2025 2024 2025 2024
(Unaudited)
Gross profit $ 1,688 $ 1,423 $ 4,765 $ 4,068
Stock-based compensation expense 14 12 44 36
Amortization of developed technologies 23 22 67 59
Non-GAAP gross profit $ 1,725 $ 1,457 $ 4,876 $ 4,163
Income from operations $ 470 $ 346 $ 1,147 $ 988
Stock-based compensation expense 186 181 607 500
Amortization of purchased intangibles and developed technologies 36 35 105 96
Acquisition-related costs 1 11 12 39
Restructuring, other exit costs, and facility reductions 5 — 116 —
Non-GAAP income from operations $ 698 $ 573 $ 1,987 $ 1,623
Operating margin 25 % 22 % 22 % 22 %
Stock-based compensation expense 10 % 12 % 12 % 11 %
Amortization of purchased intangibles and developed technologies 2 % 2 % 2 % 2 %
Acquisition-related costs — % 1 % — % 1 %
Restructuring, other exit costs, and facility reductions — % — % 2 % — %
Non-GAAP operating margin (1) 38 % 36 % 38 % 36 %
Net income $ 343 $ 275 $ 808 $ 809
Stock-based compensation expense 186 181 607 500
Amortization of purchased intangibles and developed technologies 36 35 105 96
Acquisition-related costs 1 11 12 39
Restructuring, other exit costs, and facility reductions 5 — 116 —
Loss on strategic investments and dispositions, net 15 3 17 9
Income tax adjustments (11) (35) (33) (112)
Non-GAAP net income $ 575 $ 470 $ 1,632 $ 1,341
Diluted net income per share $ 1.60 $ 1.27 $ 3.76 $ 3.73
Stock-based compensation expense 0.87 0.83 2.82 2.30
Amortization of purchased intangibles and developed technologies 0.17 0.16 0.49 0.44
Acquisition-related costs — 0.05 0.06 0.18
Restructuring, other exit costs, and facility reductions 0.02 — 0.54 —
Loss on strategic investments and dispositions, net 0.07 0.01 0.07 0.04
Income tax adjustments (0.06) (0.15) (0.15) (0.51)
Non-GAAP diluted net income per share $ 2.67 $ 2.17 $ 7.59 $ 6.18
________________
(1) Totals may not sum due to rounding.
Our non-GAAP financial measures may exclude the following, as applicable:
Stock-based compensation expenses. We exclude stock-based compensation expenses from non-GAAP measures primarily because they are non-cash expenses and management finds it useful to exclude certain non-cash charges to assess the appropriate level of various operating expenses to assist in budgeting, planning, and forecasting future periods. Moreover, because of varying available valuation methodologies, subjective assumptions, and the variety of award types that companies can use under FASB Accounting Standards Codification ("ASC") Topic 718, we believe excluding stock-based compensation
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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.
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 our historical operating results and to other companies in our industry.
Restructuring, other exit costs, and facility reductions. 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 reduction 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.
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.
Income tax adjustments. 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, other exit costs, and facility reductions for GAAP and non-GAAP measures. We remove GAAP discrete tax items, including changes in valuation allowance, from the non-GAAP measure of net income (loss). The non-GAAP tax provision is based on a projected long-term annual non-GAAP effective tax rate. Management believes the income tax adjustments assist investors in understanding the tax provision and the effective tax rate related to ongoing operations. We believe the exclusion of the discrete tax items provides investors with useful supplemental information about our operational performance.
Liquidity and Capital Resources
Our primary source of cash is from the sale of our software and related services. Our primary use of cash is payment of our operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as general operating expenses for marketing, facilities, and overhead costs. Long-term cash requirements for items other than normal operating expenses are anticipated for the following: the acquisition of businesses, software products, or technologies complementary to our business; repayment of debt; common stock repurchases; and capital expenditures, including the purchase and implementation of internal-use software applications.
At October 31, 2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $2.59 billion, net accounts receivable of $806 million, and our revolving loan facility.
In May 2025, the Company terminated its previous credit agreement and entered into a new Credit Agreement (the “2025 Credit Agreement”) by and among the Company, the lenders party thereto and Citibank, N.A. (“Citibank”), as administrative agent, which provides for an unsecured revolving loan facility in the aggregate principal amount of $1.5 billion, with an option to increase the principal amount to $2 billion subject to receipt of additional commitments and other customary conditions. The proceeds from the 2025 Credit Agreement are available for working capital and general corporate purposes. At October 31,
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2025, Autodesk had no outstanding borrowings under the 2025 Credit Agreement. See Part I, Item 1, “Financial Statements,” Note 13, “Borrowing Arrangements,” in the Notes to Condensed Consolidated Financial Statements for further discussion on our covenant requirements and additional information with respect to the 2025 Credit Agreement. If we are unable to remain in compliance with the covenants under the 2025 Credit Agreement, we will not be able to draw on our revolving credit facility. Additionally, as of November 26, 2025, we have no amounts outstanding under the 2025 Credit Agreement.
As of October 31, 2025, we have $2.50 billion aggregate principal amount of notes outstanding. See Part I, Item 1, “Financial Statements,” Note 13, “Borrowing Arrangements,” in the Notes to Condensed Consolidated Financial Statements for further discussion.
Our cash and cash equivalents are held by diversified financial institutions globally. Our primary commercial banking relationship is with Citigroup and its global affiliates. In addition, Citibank N.A., an affiliate of Citigroup, is one of the lead lenders and agent in the syndicate of our $1.5 billion revolving credit facility.
Our cash and cash equivalents and marketable securities balances are concentrated in a few locations around the world, with substantial amounts held outside of the United States. As of October 31, 2025, approximately 56% of our total cash and cash equivalents and marketable securities are located in foreign jurisdictions and that percentage will fluctuate subject to business needs. There are several factors that can impact our ability to utilize foreign cash balances, such as foreign exchange restrictions, foreign regulatory restrictions, or adverse tax costs. 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.
Nine Months Ended October 31,
(in millions) 2025 2024
Net cash provided by operating activities $ 1,463 $ 915
Net cash used in investing activities (101) (836)
Net cash used in financing activities (979) (530)