On May 18, 2017, Autodesk, Inc. (Autodesk or the Company) issued
a press release and prepared remarks reporting financial results
for the first>quarter ended April 30, 2017. The press release
and prepared remarks are furnished herewith as Exhibit 99.1 and
Exhibit 99.2, respectively, and are incorporated herein by
reference.

These exhibits shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in
such a filing.

Non-GAAP Financial Measures

To supplement Autodesks consolidated financial statements
presented on a GAAP basis, the press release and prepared remarks
furnished herewith as Exhibit 99.1 and Exhibit 99.2,
respectively, provide investors with certain non-GAAP measures,
including but not limited to historical non-GAAP net earnings and
historical and future non-GAAP net earnings per diluted share.
For our internal budgeting and resource allocation process and as
a means to evaluate period-to-period comparisons, Autodesk uses
non-GAAP measures to supplement our 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. Autodesk uses non-GAAP measures
in making operating decisions because Autodesk believes those
measures provide meaningful supplemental information regarding
our earning potential and performance for management by excluding
certain expenses and charges that may not be indicative of our
core business operating results. For the reasons set forth below,
Autodesk believes 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. Autodesk also uses some of these measures for
purposes of determining company-wide incentive compensation.

As described above, Autodesk may exclude the following items from
its non-GAAP measures:

A. Stock-based compensation expenses.>Autodesk excludes
stock-based compensation expenses from its 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 ASC Topic 718, Autodesk believes excluding stock-based
compensation expenses allows investors to make meaningful
comparisons between our recurring core business operating results
and those of other companies.

B. >Amortization of developed technologies and purchased
intangibles. Autodesk incurs amortization of acquisition-related
developed technology 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.

C. CEO transition costs.>We exclude amounts paid to the
Company’s former CEO, upon his departure under the terms of his
transition agreement, including his severance payment and the
acceleration of eligible restricted stock units , legal fees
incurred with the transition, and recruiting costs related to the
search for a new CEO from our non-GAAP measures because they
represent non-recurring expenses and are not indicative of our
ongoing operating expenses. We further believe that excluding the
CEO transition costs from our non-GAAP results is useful to
investors in that it allows for period-over-period comparability.

D.Goodwill impairment. This is a non-cash charge to write-down
goodwill to fair value when there was an indication that the asset
was impaired. As explained above, 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.

E. Restructuring charges and other facility exit costs (benefits),
net. These expenses are associated with realigning our business
strategies based on current economic conditions. In connection with
these restructuring actions or other exit actions,

Autodesk recognizes costs related to termination benefits for
former employees whose positions were eliminated, the closure of
facilities and cancellation of certain contracts. Autodesk
excludes these charges because these expenses are not reflective
of ongoing business and operating results. Autodesk believes it
is useful for investors to understand the effects of these items
on our total operating expenses.

F. Loss (gain) on strategic investments and
dispositions.>Autodesk excludes gains and losses related to our
strategic investments and dispositions 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
and realized gains and losses on the sale or losses on the
impairment of these investments and dispositions. Autodesk believes
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.

>

G. Establishment of a valuation allowance on certain net deferred
tax assets. This is a non-cash charge to record a valuation
allowance on certain deferred tax assets. As explained above,
management finds it useful to exclude certain non-cash charges to
assess the appropriate level of various cash expenses to assist in
budgeting, planning and forecasting future periods.

H. Discrete tax items. Autodesk excludes the GAAP tax provision,
including discrete items, from the non-GAAP measure of income, and
includes a non-GAAP tax provision based upon the projected annual
non-GAAP effective tax rate. Discrete tax items include income tax
expenses or benefits that do not relate to ordinary income from
continuing operations in the current fiscal year, unusual or
infrequently occurring items, or the tax impact of certain
stock-based compensation. Examples of discrete tax items include,
but are not limited to, certain changes in judgment and changes in
estimates of tax matters related to prior fiscal years, certain
costs related to business combinations, certain changes in the
realizability of deferred tax assets or changes in tax law.
Management believes this approach assists investors in
understanding the tax provision and the effective tax rate related
to ongoing operations. Autodesk believes the exclusion of these
discrete tax items provides investors with useful supplemental
information about the Company’s operational performance.

I. Income tax effects on the difference between GAAP and non-GAAP
costs and expenses. 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 costs and expenses, primarily due to
stock-based compensation, purchased intangibles and restructuring
for GAAP and non-GAAP measures.

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 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. Autodesk compensates 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. Autodesk urges
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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.