Borrowing Arrangements

6 Months Ended

Jul. 31, 2026

Debt Disclosure [Abstract]

Borrowing Arrangements

Borrowing Arrangements

Credit Agreement

In May 2025, and as amended on June 15, 2026, Autodesk entered into a 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 $2 billion. 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 subsidiary indebtedness, in each case, subject to various exceptions. The 2025 Credit Agreement requires Autodesk 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 July 31, 2026, 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. Autodesk is also obligated to pay to each lender a facility fee on a 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 July 31, 2026, Autodesk had no outstanding borrowings under the 2025 Credit Agreement.

Short-term Debt

In June 2026, Autodesk entered into a Term Loan Credit Agreement (“Term Loan Credit Agreement”) with Citibank, as administrative agent, and the lenders from time to time party thereto, which provides for an unsecured 364-day delayed draw term loan facility in the aggregate principal amount of $1 billion. Borrowings under the Term Loan Credit Agreement are limited to loans funded on the MaintainX, Inc.(“MaintainX”) acquisition closing date (“Term Loan”) for purposes of funding the MaintainX transaction and will mature 364 days after the acquisition closing date. On August 3, 2026, Autodesk borrowed $1 billion under the Term Loan at a weighted-average interest rate of 4.58% to consummate the MaintainX acquisition. See Note 19, "Subsequent Events". The Term Loan will bear interest, at Autodesk’s option, at a rate per annum equal to either (i) the Base Rate (as defined in the Term Loan Credit Agreement) plus a margin ranging from 0.0% to 0.125%, depending on Autodesk’s public debt rating or (ii) a SOFR rate plus a margin ranging from 0.625% to 1.125%, depending on Autodesk’s public debt rating. The Term Loan Credit Agreement requires Autodesk to maintain a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined in the Term Loan Credit Agreement) no greater than 3.50:1.00 during the term, subject to adjustment following the consummation of certain material acquisitions up to 4.00:1.00 for up to four consecutive fiscal quarters. The Term Loan 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 subsidiary indebtedness, in each case, subject to various exceptions.

In July 2026, Autodesk established a commercial paper program under which Autodesk may issue short-term, unsecured commercial paper notes in amounts up to a maximum aggregate face amount of $2 billion outstanding at any time, with maturities up to 365 days from the date of issuance. Autodesk intends to use the net proceeds of the commercial paper notes for general corporate purposes and to fund the acquisition of businesses. For example, we partially funded the acquisition of MaintainX with borrowings under the commercial paper program. As of July 31, 2026, Autodesk had $1 billion of short-term outstanding borrowings under the commercial paper program with a weighted-average interest rate of 4.17%. The carrying value of the outstanding commercial paper notes approximated fair value at July 31, 2026 due to the relatively short period of time between the origination of the instruments and their expected repayment term. The commercial paper program is backed by our unsecured revolving loan facility and reduces what we can borrow under the unsecured revolving credit facility by the amount of commercial paper outstanding.

Senior Notes

The outstanding borrowings under our Senior Notes as of July 31, 2026, were as follows:

Instrument	Date of Issuance	Principal Outstanding		Fair value
5.30% senior notes due June 15, 2035	June 2025	$	500	$	490
2.40% senior notes due December 15, 2031	October 2021	1,000		869
2.85% senior notes due January 15, 2030	January 2020	500		467
3.50% senior notes due June 15, 2027	June 2017	500		496
Total principal outstanding		2,500
Less unamortized debt discount and issuance costs (1)		16
Total senior notes payable, net		$	2,484

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(1)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 as of July 31, 2026, were as follows (in millions):

Fiscal year ending
2027 (remainder)	$	—
2028	500
2029	—
2030	500
2031	—
Thereafter	1,500
Total principal outstanding	$	2,500