Subsequent Events

12 Months Ended

Jan. 31, 2024

On February 20, 2024, Autodesk acquired 100% of the outstanding stock of Payapps Limited (“Payapps”), a leading cloud-based software platform for managing construction-related payments, for total consideration of $387 million in cash. Of the total consideration transferred, $381 million is considered purchase consideration. The remaining amount of $6 million will be recorded in “Prepaid expenses and other current assets” and “Long-term other assets” on our Consolidated Balance Sheets and will be amortized to stock-based compensation expense using the straight-line method over the vesting period. Autodesk expects to 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.

On March 15, 2024, Autodesk acquired 100% of the PIX business of X2X, LLC (“PIX”), a production management solution for secure review and content collaboration in the media and entertainment industry for total consideration of $266 million in cash. The acquisition will help foster broader collaboration and communication, as well as help drive greater efficiencies in the production process.

The acquisitions were accounted for as business combinations, and Autodesk will record the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. Autodesk will record the excess of consideration transferred over the aggregate fair values as goodwill. The goodwill to be recorded is primarily attributable to synergies expected to arise after the respective acquisition. Goodwill in an approximate range of $180 million to $190 million is expected to be deductible for U.S. income tax purposes for PIX. Goodwill expected to be deductible for U.S. income tax purposes for Payapps is pending and not yet finalized. The transaction costs related to the acquisitions were not material.

The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for the business combinations:


	Payapps		PIX		Total
Developed technologies	$	53	$	37	$	90
Customer relationships	34		33		67
Trade name	5		—		5



Goodwill	300		191		491
Deferred revenue and long-term deferred revenue	(4)		(2)		(6)
Long-term deferred income taxes	(12)		—		(12)
Net tangible assets	5		7		12
Total	$	381	$	266	$	647

For the business combinations, the allocation of purchase price consideration to certain assets and liabilities as well as the final amount of purchase consideration is not yet finalized. For the items not yet finalized, Autodesk's estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized include, but are not limited to, amounts for intangible assets, tax assets and liabilities, deferred revenue, and residual goodwill.

On May 20, 2024, Autodesk acquired Aether Media, Inc., a provider of a cloud-based artificial intelligence pipeline for creating computer-generated 3D characters into live-action scenes, for preliminary purchase consideration of $131 million, net of cash acquired. This acquisition will enhance artificial intelligence capabilities for Autodesk’s VFX creation tools and democratize high end VFX work on Autodesk’s Flow platform. We are currently in the process of determining the initial purchase accounting for this transaction. Based on the timing of the acquisition and lack of available information, we determined it to be impracticable to disclose a preliminary purchase price allocation at this time.