The discussion in our MD&A 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, anticipated future operating results, including net revenue, operating margins, product backlog, upgrade, crossgrade and maintenance revenue, the effect of fluctuations in exchange rates on net revenue and expenses, costs and expenses, including cost of revenue and operating expenses, future income, our business and investment strategies, the impact of acquisitions, our anticipated tax rate, planned product retirement and annual release cycle. In addition, forward-looking statements also consist of statements involving expectations regarding product acceptance, continuation of our stock repurchase program, short-term and long-term cash requirements, our ability to timely access our assets, 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 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 the factors set forth below in 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.

Strategy

Our goal is to be the world's leading 2D and 3D design software and services company for the architecture, engineering, construction, manufacturing, geospatial mapping and digital media markets. Our focus is to offer our customers the ability to visualize, simulate and analyze real-world performance early in the design process to foster innovation, enhance quality, and save time and money. Worldwide business trends such as globalization, sustainability, investment in infrastructure and the increasing desire to keep data digital are creating pressure on our customers to improve innovation while enhancing productivity. Our customers are seeking differentiation through design, and we believe our products and services provide a competitive advantage to succeed in this environment.

We believe that our ability to make technology available to mainstream markets is one of our competitive advantages. By innovating in existing technology categories, we bring powerful design products to volume markets. Our products are designed to be easy to learn and use, and to provide customers low cost of deployment, low total cost of ownership and a rapid return on investment. In addition, our software architecture allows for extensibility and integration.

We have created a large global community of distributors and resellers, third-party developers and customers. These relationships provide us with a broad reach into volume markets. Our distributor and reseller network is extensive and provides our customers with global resources for the purchase and support of our products as well as resources for effective and cost efficient training services. We have a significant number of registered third-party developers, creating products that operate with our software products, further extending our reach into volume markets. Users trained on our products are broadly available both from universities and the existing work force, reducing the cost of training for our customers. To train the next generation of users, we offer education programs, including classroom support, standardized curricula, instructor development, and specially priced software-purchasing options.

Our growth strategy derives from these core strengths. We continue to increase the business value of our design tools in a number of ways. We improve the performance and functionality of our existing products with each new release. Our most recent release began in March 2008. Beyond our 2D horizontal design products, we develop products addressing industry-specific needs including 2D vertical and 3D model-based products. We

continually strive to improve our product functionality and specialization by industry while increasing product interoperability and usability. As a result, we strive for technology democratization and increased customer loyalty.

In addition, we believe that migration of our customers from our 2D horizontal products to our 2D vertical products and 3D model-based design products presents a significant growth opportunity. During the three months ended October 31, 2008, revenue from 3D model-based design products increased 26% as compared to the same period of the prior fiscal year. We shipped approximately 41,000 commercial seats (which includes new seats and crossgrade seats) of 3D model-based design products, including approximately 9,000 seats of Autodesk Inventor and Autodesk Moldflow, and approximately 32,000 seats of our Architecture, Engineering and Construction products (Revit, AutoCAD Civil 3D, Autodesk NavisWorks and Autodesk Robot Structural Analysis (Robobat)). We expect that the adoption of 2D vertical products and 3D model-based design products will increase the productivity of our customers in all industries and result in richer design data. This migration also poses various risks to us. In particular, if we do not successfully convert our 2D horizontal customer base to our 2D vertical products and 3D model-based design products as expected, sales of our 2D horizontal products may decrease without a corresponding increase in revenue from our 2D vertical products and 3D model-based design products. Consequently, we would not realize the growth we expect and our business would be adversely affected.

Expanding our geographic coverage is a key element of our growth strategy. We believe that emerging economies present growth opportunities for us. Revenue in emerging economies increased 25% and 34% during the three and nine months ended October 31, 2008, respectively, as compared to the same period of the prior fiscal year. Revenue from emerging economies represented 19% and 18% of net revenue during the three and nine months ended October 31, 2008, respectively, as compared to 17% and 16% during the respective periods from the prior fiscal year. While the opportunity in emerging markets remains large, conducting business in these emerging economies presents significant challenges, including intellectual property protection and software piracy, which remain substantial problems.

We strive to improve our product functionality and expand 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 integration challenges and may, in certain instances, negatively impact our operating margins. We continually review these trade-offs in making our decisions of whether to make acquisitions. The size and frequency of transactions to acquire products, technology and businesses increased during the second half of fiscal 2008 and the first three quarters of fiscal 2009 as compared to earlier periods. We currently anticipate that we will continue to acquire products, technology and businesses but cannot predict whether we will continue to do so at the same frequency as in the past.

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles. In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments and estimates that can have a significant effect on amounts reported in our Condensed Consolidated Financial Statements. 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. We regularly reevaluate our assumptions, judgments and estimates. We have described our significant accounting policies in Note 1, "Business and Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended January 31, 2008 (the "2008 Form 10-K"). In addition, we highlighted those policies that involve a higher degree of judgment and complexity with further discussion of these judgmental areas in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2008 Form 10-K. We believe these policies are the most critical to aid in fully understanding and evaluating our

financial condition and results of operations. Please refer to Note 1, "Business and Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2008 Form 10-K filed on March 28, 2008.

Updates on the relevant periodic financial disclosures related to these policies are provided below:

Marketable Securities. At October 31, 2008 we had $145.1 million of short- and long-term marketable securities. We review our investments in marketable securities quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this determination, we employ a systematic methodology that considers available quantitative and qualitative evidence. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. We also consider specific adverse conditions related to the financial health of, and business outlook for, the sponsor, including industry and sector performance, operational and financing cash flow factors, and rating agency actions. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to our Condensed Consolidated Statements of Income. This impairment results in a new cost basis in the investment recorded in our Condensed Consolidated Balance Sheets. If market, industry, and/or sponsor conditions deteriorate, we may incur future impairments.

Product Returns Reserves. Our product returns reserves were $13.0 million at October 31, 2008 and $14.4 million at January 31, 2008. Actual product returns as a percentage of applicable revenue were 3.8% and 3.0% for the three months ended October 31, 2008 and 2007, respectively, and 3.4% and 3.8% for the nine months ended October 31, 2008 and 2007, respectively. During the three months ended October 31, 2008 and 2007, we recorded additions to our product returns reserve of $11.3 million and $8.7 million, respectively, which reduced our revenue. During the nine months ended October 31, 2008 and 2007, the additions to our product returns reserve were $37.4 million and $32.7 million, respectively, which reduced our revenue.

Income Taxes. At October 31, 2008, we had $91.3 million of net deferred tax assets, mostly arising from tax credits, net operating losses, and timing differences for reserves, accrued liabilities, stock options, purchased technologies and capitalized software, partially offset by the establishment of U.S. deferred tax liabilities on unremitted earnings from certain foreign subsidiaries. We perform a quarterly assessment of the recoverability of these net deferred tax assets, which is principally dependent upon our achievement of projected future taxable income across a specific mix of geographies. Our judgments regarding future profitability may change due to future market conditions and other factors. These changes, if any, may require possible material adjustments to these net deferred tax assets, resulting in a reduction in net income in the period when such determinations are made.

Overview of the Three and Nine Months Ended October 31, 2008



                                  Three months                                   Three months
                                     ended              As a % of Net               ended              As a % of Net
(in millions)                   October 31, 2008           Revenue             October 31, 2007           Revenue
Net Revenue                    $            607.1                 100 %       $            538.4                 100 %
Cost of revenue                              52.7                   9 %                     51.6                  10 %

Gross Profit                                554.4                  91 %                    486.8                  90 %
Operating expenses                          414.8                  68 %                    381.2                  70 %

Income from Operations         $            139.6                  23 %       $            105.6                  20 %

                                  Nine months                                 Nine months
                                     ended            As a % of Net              ended            As a % of Net
(in millions)                  October 31, 2008          Revenue           October 31, 2007          Revenue
Net Revenue                    $         1,825.4                100 %      $         1,572.8                100 %
Cost of revenue                            170.0                  9 %                  156.1                 10 %

Gross Profit                             1,655.4                 91 %                1,416.7                 90 %
Operating expenses                       1,277.1                 70 %                1,095.2                 70 %

Income from Operations         $           378.3                 21 %      $           321.5                 20 %

Our results for the quarter ended October 31, 2008 were substantially impacted by the sharp downturn in the global economy. We believe that the unstable financial markets and the downturn in the economy have reduced our customers' ability to secure credit financing for projects, which has decreased demand for our products. Consequently, our revenue growth slowed. The quarter ended October 31, 2008, also included a reduction in our employee bonus accrual and a significant decrease in our shippable backlog. In addition, since we conduct our investment and banking activities through major financial institutions, the unstable financial markets have impacted our liquidity and put at risk some of our capital resources.

Our primary goals for the remainder of fiscal 2009 are to continue delivering our market-leading products and solutions to our customers, to drive revenue growth, and to invest in product functionality and new product lines while minimizing the impact of these investments on gross profit, operating margins and operating cash flow. We are taking actions in an attempt to stimulate demand and align our cost structure with the reality of this difficult operating environment. In taking these actions, we intend to balance the cost against the longer term benefit of such initiatives; consequently, we anticipate that we will incur additional costs in the short term that may have the effect of reducing our operating margins.

During the three months ended October 31, 2008, as compared to the same period of the prior fiscal year, net revenue increased 13%, gross profit increased 14% and income from operations increased 32%. During the nine months ended October 31, 2008, as compared to the same period of the prior fiscal year, net revenue increased 16%, gross profit increased 17% and income from operations increased 18%.

We generate a significant amount of our revenue in the U.S., Japan, Germany, France, the United Kingdom, the Russian Federation, Italy, Canada, South Korea, and China. The weaker value of the U.S. dollar relative to other currencies had a positive effect of $15.3 million and $73.4 million on operating income in the three and nine months ended October 31, 2008, respectively, as compared to the same period of the prior fiscal year. Had exchange rates from the three months ended October 31, 2007 been in effect during the three months ended October 31, 2008 ("on a constant currency basis"), translated international revenue billed in local currencies would have been $18.3 million lower and operating expenses would have been $3.0 million lower. This represents a 9% increase in net revenue and an 18% increase in income from operations on a constant currency basis during the three months ended October 31, 2008, as compared to the same period in the prior fiscal year. Had exchange rates from the nine month period ended October 31, 2007 been in effect during the nine month period ended October 31, 2008, translated international revenue billed in local currencies would have been $101.4 million lower and operating expenses would have been $28.0 million lower. This represents a 10% increase in net revenue and a 5% decrease in income from operations on a constant currency basis during the nine months ended October 31, 2008, as compared to the same period in the prior fiscal year. During the three months ended October 31, 2008, we saw the U.S. dollar strengthen relative to many other currencies, and our international billings were impacted by this trend. We expect the strengthening of the U.S. dollar relative to other currencies will continue to have a significant effect on net revenue and income from operations in future periods as it did during our quarter ended October 31, 2008. We use foreign currency forward and option collar contracts to reduce the current exchange rate effect on the net revenue of certain anticipated transactions.

Net revenue for the three months ended October 31, 2008 increased 13% as compared to the same period in the prior fiscal year due to a 31% increase in maintenance revenue and a 6% increase in license and other revenue. Our maintenance revenue relates to a program known by our user community as the Subscription Program. Net revenue for our 3D model-based design products and 2D products increased 26% and 6%, respectively, during the three months ended October 31, 2008 as compared to the same period in the prior fiscal year. A critical component of our growth strategy is to continue to add new 2D horizontal users, while migrating our customers to our higher value 2D vertical and 3D model-based design products. We experienced growth in net revenue in Europe, Middle East, Africa ("EMEA") and Asia Pacific ("APAC") during the quarter ended October 31, 2008. This growth was partially offset by a decrease in net revenue in the Americas during the quarter ended October 31, 2008.

Net revenue for the nine months ended October 31, 2008 increased 16% as compared to the same period in the prior fiscal year due to a 33% increase in maintenance revenue and a 10% increase in license and other revenue. Net revenue for our 3D model-based design products and 2D products increased 33% and 10%, respectively, during the nine months ended October 31, 2008 as compared to the same period in the prior fiscal year. We experienced growth in net revenue in EMEA, APAC, and to a lesser extent the Americas, during the nine months ended October 31, 2008.

Our total operating margin increased from 20% during the three months ended October 31, 2007, to 23% during the three months ended October 31, 2008, due primarily to a decrease in our backlog which increased revenue, a reduction in our fiscal 2009 employee bonus accrual, a reduction in stock-based compensation expense and an improvement in our gross margin on license and other revenue. Our operating margin increased from 20% during the nine months ended October 31, 2007 to 21% during the nine months ended October 31, 2007. The reduction in the employee bonus accrual was a one-time event, which had the effect of increasing our third quarter operating margin.

We will continue to invest in opportunities that we believe will drive long-term growth and productivity. However, due to the current economic environment we anticipate a year over year decrease in revenue and lower operating margins in the fourth quarter of fiscal 2009 as compared to the same period of the prior fiscal year. Our operating margins are very sensitive to changes in revenue, given the relatively fixed nature of most of our expenses, which consist primarily of employee-related expenditures, facilities costs, and depreciation and amortization expense. For the remainder of fiscal 2009, we expect total costs and expenses to increase in absolute dollars compared to comparable periods in the prior fiscal year, and increase as a percentage of net revenue. We will be looking closely at our cost structure to find ways that we can reduce our operating expenses to improve our operating margin while allowing continued investment in growth and productivity initiatives. In addition, we may take necessary actions in the fourth fiscal quarter of 2009, or in subsequent quarters, to reduce our cost structure that would result in material restructuring charges or other non-recurring charges that would have the effect of reducing our operating margins and net income for the period. We will continue to balance investments in revenue growth and cost reduction opportunities with our focus on maintaining and increasing profitability.

We rely significantly upon major distributors and resellers in both the U.S. and international regions, including Tech Data Corporation and its global affiliates (collectively, "Tech Data"). Tech Data accounted for 14% of our consolidated net revenue for the three months ended October 31, 2008 and 2007, and 15% and 14% of our consolidated net revenue for the nine months ended October 31, 2008 and 2007, respectively.

We finished the quarter ended October 31, 2008 with $941.5 million in cash and marketable securities of which $8.3 million was classified as long-term. The decrease from the $957.7 million balance in cash and marketable securities at January 31, 2008 is principally the result of cash used for business acquisitions and the repurchase of our common stock during the nine months ended October 31, 2008. These decreases to cash and marketable securities were partially offset by cash generated from operations and cash assumed in acquisitions, primarily Moldflow. We repurchased 8.0 million shares of our common stock at an average repurchase price of $32.06 per share in the nine months ended October 31, 2008, but none in the three months ended October 31,

2008. Comparatively, during the nine months ended October 31, 2007, we repurchased 10.1 million shares of our common stock at an average repurchase price of $46.06 per share. We completed the quarter ended October 31, 2008 with a lower deferred revenue balance and a lower accounts receivable balance as compared to the quarter ended January 31, 2008. Our deferred revenue balance at October 31, 2008 included $432.7 million of customer maintenance contracts, which will be recognized as revenue ratably over the life of the contracts, which is predominantly one year.

Results of Operations

Net Revenue



                                                          Increase
                                                         (decrease)                                                        Increase
                                    Three months          compared             Three months          Nine months         compared to            Nine months
                                       ended              to prior                ended                 ended            prior period              ended
                                  October 31, 2008       $          %        October 31, 2007     October 31, 2008         $         %       October 31, 2007
                                                         (in millions)                                                   (in millions)
Net Revenue:
License and other                $            417.7    $ 21.9        6 %    $            395.8    $         1,290.1    $   117.5     10 %    $         1,172.6
Maintenance                                   189.4      46.8       33 %                 142.6                535.3        135.1     34 %                400.2

                                 $            607.1    $ 68.7       13 %    $            538.4    $         1,825.4    $   252.6     16 %    $         1,572.8

Net Revenue by Geographic
Area:
Americas                         $            216.5    $ (1.1 )     -1 %    $            217.6    $           610.5    $    13.3      2 %    $           597.2
Europe, Middle East and
Africa                                        258.0      55.1       27 %                 202.9                784.2        170.4     28 %                613.8
Asia Pacific                                  132.6      14.7       12 %                 117.9                430.7         68.9     19 %                361.8

                                 $            607.1    $ 68.7       13 %    $            538.4    $         1,825.4    $   252.6     16 %    $         1,572.8

Net Revenue by Operating
Segment:
Platform Solutions and
Emerging Business and Other      $            269.2    $ 27.7       11 %    $            241.5    $           816.9    $    82.8     11 %    $           734.1
Architecture, Engineering and
Construction                                  134.2      10.3        8 %                 123.9                407.0         64.1     19 %                342.9
Manufacturing Solutions                       123.8      22.1       22 %                 101.7                373.6         78.4     27 %                295.2
Media and Entertainment                        73.0       6.2        9 %                  66.8                209.5         21.8     12 %                187.7
Other                                           6.9       2.4       53 %                   4.5                 18.4          5.5     43 %                 12.9

                                 $            607.1    $ 68.7       13 %    $            538.4    $         1,825.4    $   252.6     16 %    $         1,572.8

License and Other Revenue

License and other revenue is comprised of two components: all forms of product license revenue and other revenue. Product license revenue includes revenue from the sales of new seats, revenue from the Autodesk Upgrade Program and revenue from the Autodesk Crossgrade Program. Other revenue consists of revenue from consulting and training services, revenue from the Autodesk Developers Network, Autodesk Collaborative Solution hosting revenue, Autodesk's Location Services business revenue and revenue from Advanced Systems product support.

Total license and other revenue increased 6% during the three months ended October 31, 2008, as compared to the same period of the prior fiscal year. This growth was primarily due to the 7% increase in commercial new seat revenue from our 3D model-based design products and 2D products during the three months ended . . .