Autodesk(ADSK) - 2026 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The company presents its unaudited condensed consolidated financial statements for the periods ended July 31, 2025 Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Three Months Ended July 31) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Revenue | 1,763 | 1,505 | 17.1% | | Gross Profit | 1,604 | 1,365 | 17.5% | | Income from Operations | 444 | 343 | 29.4% | | Net Income | 313 | 282 | 11.0% | | Diluted Net Income Per Share | 1.46 | 1.30 | 12.3% | Condensed Consolidated Statements of Operations (Six Months Ended July 31) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Revenue | 3,396 | 2,922 | 16.2% | | Gross Profit | 3,077 | 2,645 | 16.3% | | Income from Operations | 677 | 642 | 5.5% | | Net Income | 465 | 534 | -12.9% | | Diluted Net Income Per Share | 2.15 | 2.46 | -12.6% | Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Three Months Ended July 31) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | Net Income | 313 | 282 | | Total Other Comprehensive Income (Loss) | (6) | 14 | | Total Comprehensive Income | 307 | 296 | Condensed Consolidated Statements of Comprehensive Income (Six Months Ended July 31) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | Net Income | 465 | 534 | | Total Other Comprehensive Income (Loss) | 31 | (15) | | Total Comprehensive Income | 496 | 519 | Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Millions USD) | Metric | July 31, 2025 | January 31, 2025 | Change (%) | | :--- | :--- | :--- | :--- | | Total Current Assets | 3,489 | 3,482 | 0.2% | | Total Assets | 10,856 | 10,833 | 0.2% | | Total Current Liabilities | 4,566 | 5,151 | -11.4% | | Total Liabilities and Stockholders' Equity | 10,856 | 10,833 | 0.2% | | Total Stockholders' Equity | 2,715 | 2,621 | 3.6% | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Six Months Ended July 31, Millions USD) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 1,024 | 706 | 45.0% | | Net Cash Provided by (Used in) Investing Activities | 8 | (864) | 100.9% | | Net Cash Used in Financing Activities | (634) | (221) | 186.9% | | Net Increase (Decrease) in Cash and Cash Equivalents | 404 | (379) | 206.6% | | Cash and Cash Equivalents at End of Period | 2,003 | 1,513 | 32.4% | Notes to Condensed Consolidated Financial Statements Note 1. Basis of Presentation - Financial statements are unaudited and prepared under U.S. GAAP for interim reporting, consistent with the previous annual report, with no material changes to accounting policies[18] Note 2. Recently Issued Accounting Standards - FASB issued ASU 2024-03 (Expense Disaggregation Disclosures), effective for fiscal year beginning February 1, 2027, requiring disaggregated expense disclosures[20] - FASB issued ASU 2023-09 (Income Tax Disclosures), requiring enhanced income tax disclosures, effective for annual financial statements ending January 31, 2026[20] - FASB issued ASU 2023-07 (Segment Reporting), expanding segment disclosures, adopted for annual disclosures in fiscal year ended January 31, 2025, and for interim periods beginning February 1, 2025[21] Note 3. Revenue Recognition - Autodesk recognizes revenue from product subscriptions, cloud service offerings, EBAs, maintenance fees, and consulting/other services[22] - Remaining performance obligations (RPO) totaled $7.30 billion as of July 31, 2025, with 64% expected to be recognized as revenue in the next 12 months[24] Total Net Revenue by Product Family (Three Months Ended July 31, Millions USD) | Product Family | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Architecture, Engineering, Construction and Operations | 878 | 713 | 23.1% | | AutoCAD and AutoCAD LT | 440 | 389 | 13.1% | | Manufacturing | 334 | 296 | 12.8% | | Media and Entertainment | 80 | 77 | 3.9% | | Other | 31 | 30 | 3.3% | | Total Net Revenue | 1,763 | 1,505 | 17.1% | Total Net Revenue by Sales Channel (Three Months Ended July 31, Millions USD) | Sales Channel | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Indirect | 676 | 908 | -25.6% | | Direct | 1,087 | 597 | 82.1% | | Total Net Revenue | 1,763 | 1,505 | 17.1% | Note 4. Concentration of Credit Risk - Autodesk diversifies cash, cash equivalents, and marketable securities across multiple financial institutions to limit credit risk[28] - TD Synnex accounted for 9% of trade accounts receivable at July 31, 2025, down from 5% at January 31, 2025[29] Revenue from TD Synnex Corporation | Period | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | Three Months Ended July 31 | 16% | 36% | | Six Months Ended July 31 | 18% | 37% | Note 5. Financial Instruments - Strategic investments in privately held companies totaled $167 million as of July 31, 2025, with net unrealized negative adjustments of $1 million for the six months ended July 31, 2025[42][43] Financial Instruments Summary (July 31, 2025, Millions USD) | Category | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | | :--- | :--- | :--- | :--- | :--- | | Cash equivalents | 1,275 | — | — | 1,275 | | Marketable securities (Short-term) | 180 | — | — | 180 | | Marketable securities (Long-term) | 281 | 1 | — | 282 | | Mutual funds | 112 | 18 | — | 130 | | Total | 1,901 | 19 | — | 1,920 | Fair Value Hierarchy (July 31, 2025, Millions USD) | Category | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Cash equivalents | 1,095 | 180 | — | 1,275 | | Marketable securities | — | 430 | — | 430 | | Mutual funds | 130 | — | — | 130 | | Derivative assets | — | 33 | — | 33 | | Derivative liabilities | — | (30) | — | (30) | | Total | 1,225 | 698 | — | 1,923 | Note 6. Equity Compensation - Performance stock units granted during the six months ended July 31, 2025, totaled 332 thousand, with vesting based on revenue, non-GAAP operating income, and Relative TSR goals over a three-year period[55][57] Restricted Stock Unit Activity (Six Months Ended July 31, 2025) | Metric | Unvested Restricted Stock Units (in thousands) | Weighted Average Grant Date Fair Value per Share ($) | | :--- | :--- | :--- | | Unvested at January 31, 2025 | 5,188 | 229.09 | | Granted | 2,629 | 263.02 | | Vested | (2,107) | 224.94 | | Canceled/Forfeited | (343) | 230.42 | | Performance Adjustment | 6 | 275.23 | | Unvested at July 31, 2025 | 5,373 | 248.15 | Stock-based Compensation Expense (Millions USD) | Period | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Related to stock awards and ESPP purchases | 191 | 170 | 421 | 319 | Note 7. Income Tax - The effective tax rate for the three months ended July 31, 2025, differed from the U.S. federal statutory rate of 21% primarily due to tax on NCTI and withholding tax, offset by varying tax rates on foreign earnings, tax deductible stock-based compensation, and tax credits[70] - The enactment of the OBBBA permanently eliminated the requirement to capitalize and amortize U.S. research and development expenses, reducing the capitalization requirement to foreign R&D expenses only, and is expected to result in future cash tax savings[191][192] Income Tax Expense and Pre-Tax Income (Millions USD) | Period | Income Tax Expense (2025) | Pre-Tax Income (2025) | Income Tax Expense (2024) | Pre-Tax Income (2024) | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended July 31 | 143 | 456 | 70 | 352 | | Six Months Ended July 31 | 225 | 690 | 127 | 661 | Note 8. Intangible Assets, Net Intangible Assets, Net (Millions USD) | Category | July 31, 2025 (Net) | January 31, 2025 (Net) | Change (%) | | :--- | :--- | :--- | :--- | | Customer relationships | 235 | 255 | -7.8% | | Developed technologies | 274 | 305 | -10.1% | | Trade names and patents | 5 | 7 | -28.6% | | Other | 7 | 7 | 0.0% | | Total intangible assets, net | 521 | 574 | -9.2% | Note 9. Cloud Computing Arrangements - Costs for application development activities in cloud-based software hosting arrangements are capitalized and amortized straight-line over the hosting arrangement term[74] Cloud Computing Arrangement Costs (Millions USD) | Metric | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Capitalized costs | 356 | 327 | | Accumulated amortization | 152 | 136 | Amortization Expense for Cloud Computing Arrangements (Millions USD) | Period | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Amortization expense | 10 | 17 | 20 | 30 | Note 10. Goodwill Goodwill Carrying Amount (Millions USD) | Metric | Amount | | :--- | :--- | | Balance as of January 31, 2025 | 4,242 | | Effect of foreign currency translation | 33 | | Balance as of July 31, 2025 | 4,275 | Note 11. Deferred Compensation Deferred Compensation and Contract Costs (Millions USD) | Metric | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Investments in rabbi trust | 130 | 118 | | Assets from costs to obtain a contract with a customer | 692 | 467 | Amortization Expense for Contract Costs (Millions USD) | Period | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Amortization expense | 123 | 44 | 219 | 85 | Note 12. Computer Equipment, Software, Furniture, and Leasehold Improvements, Net Computer Equipment, Software, Furniture, and Leasehold Improvements, Net (Millions USD) | Category | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Computer hardware, at cost | 106 | 103 | | Computer software, at cost | 50 | 42 | | Furniture and equipment, at cost | 102 | 100 | | Leasehold improvements, land and buildings, at cost | 334 | 333 | | Less: Accumulated depreciation | (483) | (461) | | Net value | 109 | 117 | Note 13. Borrowing Arrangements - In May 2025, Autodesk entered into a new $1.5 billion unsecured revolving loan facility (2025 Credit Agreement), with no outstanding borrowings as of July 31, 2025[80] - In June 2025, Autodesk issued $500 million aggregate principal amount of 5.3% notes due June 15, 2035, with net proceeds of $494 million used for debt repayment and general corporate purposes[81] Expected Future Principal Payments for Borrowings (July 31, 2025, Millions USD) | Fiscal Year Ending | Amount | | :--- | :--- | | 2026 (remainder) | — | | 2027 | — | | 2028 | 500 | | 2029 | — | | 2030 | 500 | | Thereafter | 1,500 | | Total principal outstanding | 2,500 | Note 14. Leases - Autodesk has operating leases with terms ranging from less than 1 year to 65 years, including extension and termination options[88] Operating Lease Right-of-Use Assets Impairment Charges (Millions USD) | Period | Three Months Ended July 31, 2025 | Six Months Ended July 31, 2025 | | :--- | :--- | :--- | | Total operating lease right-of-use assets impairment charges | 2 | 11 | Maturities of Operating Lease Liabilities (Millions USD) | Fiscal Year Ending | Amount | | :--- | :--- | | 2026 (remainder) | 27 | | 2027 | 64 | | 2028 | 55 | | 2029 | 47 | | 2030 | 30 | | Thereafter | 53 | | Less imputed interest | 23 | | Present value of operating lease liabilities | 253 | Note 15. Derivative Instruments - Autodesk uses foreign currency contracts as cash flow hedges to reduce exchange rate impact on net revenue or operating expenses, with notional amounts of $1.97 billion at July 31, 2025[96] - Derivatives not designated as hedging instruments are used to reduce exchange rate risk for foreign currency denominated receivables, payables, and cash, with notional amounts of $277 million at July 31, 2025[97] Impact of Derivatives Designated as Hedging Instruments on Statements of Operations (Six Months Ended July 31, Millions USD) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss recognized in accumulated other comprehensive income, net of tax | (29) | (3) | | Gain reclassified from accumulated other comprehensive loss into income | 17 | 6 | Note 16. Restructuring, Other Exit Costs, and Facility Reductions - Autodesk initiated a restructuring plan (2026 Plan) in Q1 fiscal 2026 to optimize go-to-market and reallocate resources to cloud, platform, and AI investments[98] - The 2026 Plan resulted in $11 million in lease right-of-use assets impairments and $6 million in impairment charges to computer equipment, software, furniture, and leasehold improvements for the six months ended July 31, 2025[100] Restructuring and Other Exit Costs Liability (July 31, 2025, Millions USD) | Category | Balances, January 31, 2025 | Additions | Payments | Balances, July 31, 2025 | | :--- | :--- | :--- | :--- | :--- | | Employee terminations costs | 15 | 91 | (98) | 8 | | Other exit costs | — | 3 | (3) | — | | Total | 15 | 94 | (101) | 8 | Note 17. Commitments and Contingencies - Autodesk provides indemnifications for product warranties and intellectual property infringement claims, with historically insignificant costs[102] - The SEC and USAO closed their investigations into Autodesk's free cash flow and non-GAAP operating margin practices on August 19, 2025, and August 21, 2025, respectively[106][252] - A federal securities class action and stockholder derivative complaints were filed against Autodesk and certain officers/directors, alleging false and misleading statements; the company cannot reasonably estimate potential financial loss[107][108][253][254] Note 18. Stockholders' Equity - Autodesk repurchased 2.5 million shares for $709 million during the six months ended July 31, 2025, at an average price of $282.39 per share[109] - As of July 31, 2025, $3.17 billion and $5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs, respectively[109][224] Changes in Stockholders' Equity (Six Months Ended July 31, 2025, Millions USD) | Metric | Common Stock and Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | | :--- | :--- | :--- | :--- | :--- | | Balances, January 31, 2025 | 4,239 | (285) | (1,333) | 2,621 | | Common shares issued under stock plans | (120) | — | — | (120) | | Stock-based compensation expense | 427 | — | — | 427 | | Net income | — | — | 465 | 465 | | Other comprehensive income (loss) | — | 31 | — | 31 | | Repurchase and retirement of common shares | (90) | — | (619) | (709) | | Balances, July 31, 2025 | 4,456 | (254) | (1,487) | 2,715 | Note 19. Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss (July 31, 2025, Millions USD) | Component | Balances, January 31, 2025 | Net Current Period Other Comprehensive (Loss) Income | Balances, July 31, 2025 | | :--- | :--- | :--- | :--- | | Net Unrealized Gains (Losses) on Derivative Instruments | 24 | (29) | (5) | | Net Unrealized Gains (Losses) on Available-for-Sale Debt Securities | 20 | 1 | 21 | | Defined Benefit Pension Components | (25) | 1 | (24) | | Foreign Currency Translation Adjustments | (304) | 58 | (246) | | Total | (285) | 31 | (254) | Note 20. Net Income Per Share Net Income Per Share (Three Months Ended July 31, Millions USD, except per share data) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net income | 313 | 282 | | Basic net income per share | 1.47 | 1.31 | | Diluted net income per share | 1.46 | 1.30 | Net Income Per Share (Six Months Ended July 31, Millions USD, except per share data) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net income | 465 | 534 | | Basic net income per share | 2.17 | 2.48 | | Diluted net income per share | 2.15 | 2.46 | Note 21. Segments - Autodesk operates as a single operating and reportable segment, focusing on 3D design, engineering, and entertainment technology solutions[114] - The CEO, as CODM, reviews consolidated financial information, including net revenue and net income, for resource allocation and performance evaluation[115] Segment Total Net Revenue and Consolidated Net Income (Millions USD) | Period | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total net revenue | 1,763 | 1,505 | 3,396 | 2,922 | | Consolidated net income | 313 | 282 | 465 | 534 | ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial conditions, operational results, strategic priorities, and liquidity Strategy - Autodesk's core strategy is to deliver a trusted design and make platform that connects people through automation, data, and insights[124] - Strategic priorities include building the platform of choice, accelerating adoption of Fusion, Forma, and Flow, and transforming customer experience[124] - Autodesk is investing in AI capabilities for augmentation, automation, and analysis in customer workloads, and expanding product functionality through internal development and acquisitions[132][137] - The company is strengthening AECO solutions with organic and inorganic investments, including the acquisition of Payapps Limited in fiscal 2025 to deepen Autodesk Construction Cloud's footprint[130] Overview of the Three and Six Months Ended July 31, 2025 Key Financial Highlights (Three Months Ended July 31, 2025) | Metric | Value (Millions USD) | Change YoY (%) | | :--- | :--- | :--- | | Total Net Revenue | 1,763 | 17% | | Recurring Revenue | 1,719 | 17% | | Recurring Revenue as % of Net Revenue | 98% | +1 pp | | Net Revenue Retention Rate (constant currency) | Above 110% | N/A | Key Financial Highlights (Six Months Ended July 31, 2025) | Metric | Value (Millions USD) | Change YoY (%) | | :--- | :--- | :--- | | Total Net Revenue | 3,396 | 16% | | Recurring Revenue | 3,311 | 16% | | Recurring Revenue as % of Net Revenue | 97% | 0 pp | | Net Revenue Retention Rate (constant currency) | Above 110% | N/A | Remaining Performance Obligations (RPO) (Millions USD) | Metric | July 31, 2025 | January 31, 2025 | Change (%) | | :--- | :--- | :--- | :--- | | Deferred Revenue | 3,844 | 4,128 | -6.9% | | Unbilled Deferred Revenue | 3,453 | 2,810 | 22.9% | | Total RPO | 7,297 | 6,938 | 5.2% | | Current RPO | 4,677 | 4,457 | 4.9% | Results of Operations - Net revenue increased 17% and 16% for the three and six months ended July 31, 2025, respectively, primarily driven by subscription revenue growth[149][166] - Direct sales channel revenue increased significantly by 82% and 74% for the three and six months ended July 31, 2025, respectively, due to the new transaction model, while indirect channel revenue decreased[173] - Marketing and sales expenses increased primarily due to the recognition of sales commissions to Solution Providers as operating expenses under the new transaction model[182][183] - Income tax expense increased for both periods in 2025 due to the election regarding timing of revenue taxation and increased tax associated with NCTI due to the OBBBA[190] Net Revenue by Income Statement Presentation (Millions USD) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Subscription Revenue | 1,658 | 1,408 | 3,190 | 2,738 | | Maintenance Revenue | 9 | 11 | 17 | 22 | | Other Revenue | 96 | 86 | 189 | 162 | | Total Net Revenue | 1,763 | 1,505 | 3,396 | 2,922 | Non-GAAP Financial Measures (Six Months Ended July 31, Millions USD, except per share data) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Non-GAAP Gross Profit | 3,151 | 2,706 | 16.4% | | Non-GAAP Income from Operations | 1,289 | 1,050 | 22.8% | | Non-GAAP Operating Margin | 38% | 36% | +2 pp | | Non-GAAP Net Income | 1,057 | 871 | 21.4% | | Non-GAAP Diluted Net Income Per Share | 4.89 | 4.01 | 21.9% | Liquidity and Capital Resources - Net cash provided by operating activities increased to $1.02 billion for the six months ended July 31, 2025, from $706 million in the prior year[161][217] - The company has a $1.5 billion revolving credit facility (2025 Credit Agreement) with no outstanding borrowings as of July 31, 2025[210][211] - Approximately 49% of total cash, cash equivalents, and marketable securities are held in foreign jurisdictions[214] Cash, Cash Equivalents, and Marketable Securities (Millions USD) | Date | Amount | | :--- | :--- | | July 31, 2025 | 2,520 | | January 31, 2025 | 1,866 | Issuer Purchases of Equity Securities - As of July 31, 2025, $3.17 billion and $5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs, respectively[224] Common Stock Repurchases (Three Months Ended July 31, 2025) | Period | Total Number of Shares Purchased (thousands) | Average Price Paid per Share ($) | | :--- | :--- | :--- | | May 1 - May 31 | 342 | 291.46 | | June 1 - June 30 | 388 | 299.31 | | July 1 - July 31 | 456 | 300.74 | | Total | 1,186 | 297.59 | Glossary of Terms - "Recurring Revenue" consists of revenue from traditional maintenance plans, subscription plan offerings, and certain other revenue, excluding third-party products[238] - "Net Revenue Retention Rate (NR3)" measures the year-over-year change in Recurring Revenue for base customers, calculated by dividing current quarter Recurring Revenue by the corresponding prior year quarter's Recurring Revenue[234] - "Remaining Performance Obligations (RPO)" is the sum of total short-term, long-term, and unbilled deferred revenue, with current RPO being the amount expected to be recognized in the next twelve months[239] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company details its exposure to foreign currency and interest rate risks and outlines its derivative-based management strategies - Autodesk uses foreign currency contracts (cash flow and balance sheet hedges) to manage exposure to foreign currency exchange rate fluctuations, primarily in Euros, Japanese yen, and British pounds[243] - A hypothetical 10% appreciation of the U.S. dollar would increase the fair value of foreign currency contracts by $117 million at July 31, 2025, while a 10% depreciation would decrease it by $130 million[244] - Interest rate movements on cash equivalents and marketable securities are monitored, but a hypothetical 50 or 100 basis point change in interest rates is not expected to have a material impact on results of operations[245] - Direct investments in privately held companies are considered inherently risky due to early-stage technologies and potential for loss[246] ITEM 4. CONTROLS AND PROCEDURES Management concluded that disclosure controls and procedures were effective and reported no material changes in internal controls - The CEO and CFO concluded that disclosure controls and procedures were effective as of July 31, 2025, operating at a reasonable assurance level[247] - No material changes in internal control over financial reporting occurred during the three months ended July 31, 2025[249] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The company details the closure of regulatory investigations and ongoing securities litigation matters - The SEC and USAO closed their investigations into Autodesk's free cash flow and non-GAAP operating margin practices on August 19, 2025, and August 21, 2025, respectively[252] - A federal securities class action and stockholder derivative complaints were filed alleging false and misleading statements, with a motion to dismiss granted with leave to amend in the class action[253][254] - Resolution of pending legal matters is not expected to have a material adverse impact on consolidated results of operations, cash flows, or financial position, though future unfavorable outcomes are possible[251] ITEM 1A. RISK FACTORS The company details numerous risks that could adversely impact its business, financial condition, and operational results - Risks include limited customer acceptance of new products, global economic and political conditions, challenges with acquisitions, and dependency on international revenue[256][257] - Operational risks involve security breaches, reliance on third-party services and software, complex software errors, and inability to attract/retain key personnel[296][304][309][317] - Regulatory risks include increasing focus on privacy/data protection laws (e.g., GDPR, PIPL, CCPA), governmental export/import controls, and intellectual property infringement claims[321][331][336] - Financial risks encompass currency exchange rate fluctuations, debt service obligations, investment portfolio volatility, and changes in tax rules and accounting standards[342][345][348][351][358] - The Audit Committee's internal investigation has been costly and time-consuming, leading to lawsuits, and may result in additional expenses or litigation, despite the closure of SEC and USAO matters[290][292][293][294] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The company confirms no unregistered sales of equity securities occurred during the quarter - No unregistered sales of equity securities occurred during the three months ended July 31, 2025[363] - Information on issuer purchases of equity securities is incorporated by reference from the "Issuer Purchases of Equity Securities" section in MD&A[363] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section states there are no defaults upon senior securities to report for the period - This item is not applicable[364] ITEM 4. MINE SAFETY DISCLOSURES This section states there are no mine safety disclosures to report for the period - This item is not applicable[365] ITEM 5. OTHER INFORMATION The company discloses the adoption of a new Rule 10b5-1 trading arrangement by its Chief Operating Officer - Steve Blum, COO, adopted a new Rule 10b5-1 trading arrangement on June 5, 2025, to sell up to 22,420 shares of common stock by December 12, 2025[367] ITEM 6. EXHIBITS This section lists all exhibits filed or incorporated by reference in the Quarterly Report - The report includes exhibits such as the Sixth Supplemental Indenture, Form of Note for 5.300% Notes due 2035, and the 2022 Equity Incentive Plan[369] - Certifications of the CEO and CFO pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350 are filed as Exhibits 31.1, 31.2, and 32.1[369] Signatures This section contains the official signatures confirming the report's submission by Autodesk, Inc - The report is signed by Janesh Moorjani, Executive Vice President and Chief Financial Officer, on September 2, 2025[373]