Obligation Adobe Inc 2.3% ( US00724PAD15 ) en USD

Adobe Inc

100 % ▲

Etats-unis

US00724PAD15 ( en USD )

2.3% par an ( paiement semestriel )

31/01/2030

Prospectus brochure de l'obligation Adobe Inc US00724PAD15 en USD 2.3%, échéance 31/01/2030

2 000 USD

1 300 000 000 USD

00724PAD1

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

01/02/2025 ( Dans 94 jours )

L'Obligation émise par Adobe Inc ( Etats-unis ) , en USD, avec le code ISIN US00724PAD15, paye un coupon de 2.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2030

L'Obligation émise par Adobe Inc ( Etats-unis ) , en USD, avec le code ISIN US00724PAD15, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Adobe Inc ( Etats-unis ) , en USD, avec le code ISIN US00724PAD15, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 a2240584z424b2.htm 424B2
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TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE CHART

Amount
Maximum
Maximum
Title of each class of securities
to be
Offering Price
Aggregate
Amount of
to be registered

registered

Per Unit

Offering Price

registration fee(1)

1.700% Notes due 2023

$500,000,000

99.863%

$499,315,000

$64,812

1.900% Notes due 2025

$500,000,000

99.787%

$498,935,000

$64,762

2.150% Notes due 2027

$850,000,000

99.935%

$849,447,500

$110,259

2.300% Notes due 2030

$1,300,000,000
99.699%

$1,296,087,000
$168,233

(1)
The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-229364
Prospectus Supplement
(To Prospectus dated January 25, 2019)
$3,150,000,000
Adobe Inc.
$500,000,000 1.700% Notes due 2023
$500,000,000 1.900% Notes due 2025
$850,000,000 2.150% Notes due 2027
$1,300,000,000 2.300% Notes due 2030
Adobe Inc. ("Adobe") is offering $500,000,000 aggregate principal amount of 1.700% Notes due 2023 (the "2023 Notes"), $500,000,000 aggregate principal amount of 1.900% Notes
due 2025 (the "2025 Notes"), $850,000,000 aggregate principal amount of 2.150% Notes due 2027 (the "2027 Notes") and $1,300,000,000 aggregate principal amount of 2.300% Notes due
2030 (the "2030 Notes" and, together with the 2023 Notes, the 2025 Notes and the 2027 Notes, the "notes").
The 2023 Notes will bear interest at the rate of 1.700% per year. The 2025 Notes will bear interest at the rate of 1.900% per year. The 2027 Notes will bear interest at the rate of
2.150% per year. The 2030 Notes will bear interest at the rate of 2.300% per year. We will pay interest on the notes semi-annually in arrears on February 1 and August 1 of each year,
beginning on August 1, 2020.
The 2023 Notes will mature on February 1, 2023, the 2025 Notes will mature on February 1, 2025, the 2027 Notes will mature on February 1, 2027 and the 2030 Notes will mature on
February 1, 2030.
We may redeem some or all of the notes, at any time or from time to time, at the applicable redemption prices described under the heading "Description of the Notes--Optional
Redemption" in this prospectus supplement.
We will be required to make an offer to purchase the notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase,
upon the occurrence of a Change of Control Triggering Event (as defined herein). See the section entitled "Description of the Notes--Purchase Upon Change of Control Triggering Event" for
more information.
The notes will rank equally with all of our other existing and future unsecured and unsubordinated indebtedness from time to time outstanding.
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Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 for a discussion of certain risks that should be considered
in connection with an investment in the notes. You should also consider the risk factors described in the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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Public offering price(1)

Underwriting discounts and

Proceeds to us, before

commissions

expenses(1)
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Per Note

Total

Per Note

Total

Per Note

Total
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2023 Notes

99.863%

$499,315,000
0.375%

$1,875,000

99.488%

$497,440,000
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2025 Notes

99.787%

$498,935,000
0.500%

$2,500,000

99.287%

$496,435,000
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2027 Notes

99.935%

$849,447,500
0.550%

$4,675,000

99.385%

$844,772,500
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2030 Notes

99.699%
$1,296,087,000
0.600%

$7,800,000

99.099%
$1,288,287,000
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(1)
Plus accrued interest, if any, from February 3, 2020.
Interest on the notes will accrue from February 3, 2020. The notes will be issued in book-entry form only, in denominations of $2,000 and multiples of $1,000 thereafter. The notes will
not be listed on any securities exchange. Currently there is no public market for the notes.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company and its participants, including Euroclear
Bank SA/NV and Clearstream Banking, S.A., on or about February 3, 2020, which will be the eighth business day after the date of this prospectus supplement.
Joint Book-Running Managers
BofA Securities
J.P. Morgan
US Bancorp
Wells Fargo Securities
Co-Manager
SOCIETE GENERALE
January 22, 2020
Table of Contents
This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepare or authorize, contain and
incorporate by reference information that you should consider when making your investment decision. We have not, and the underwriters and
their affiliates and agents have not, authorized anyone to provide you with any information or represent anything about us other than what is
contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free writing prospectus
prepared by or on behalf of us or to which we have referred you. We are not, and the underwriters and their affiliates and agents are not,
making any offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus
prepared by us or on our behalf is accurate as of any date other than their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement
Cautionary Note on Forward-Looking Statements

S-i
About This Prospectus Supplement
S-ii
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-12
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Capitalization
S-13
Description of the Notes
S-14
Material U.S. Federal Income Tax Consequences
S-28
Underwriting (Conflicts of Interest)
S-32
Validity of Securities
S-39
Experts
S-39
Where You Can Find More Information
S-40
Prospectus
Adobe Inc.

1
Where You Can Find More Information

2
Special Note on Forward-Looking Statements

3
Risk Factors

3
Use of Proceeds

3
Dividend Policy

3
Description of Capital Stock

4
Description of Debt Securities

6
Description of Warrants
17
Description of Purchase Contracts
17
Description of Units
18
Forms of Securities
18
Plan of Distribution
20
Validity of Securities
21
Experts
21
Table of Contents
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and documents that are incorporated by reference in this prospectus supplement include
forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be preceded by, followed by or include the words "will," "expects," "could," "would," "may," "anticipates," "intends," "plans,"
"believes," "seeks," "targets," "estimates," "looks for," "looks to," "continues" and or similar expressions, as well as statements regarding our focus for
the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this prospectus
supplement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might
cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" of this prospectus supplement
and in Item 1A of our Annual Report on Form 10-K incorporated by reference herein, and as may be updated in filings we make from time to time with
the U.S. Securities and Exchange Commission (the "SEC"). You should understand that the following important factors, in addition to those discussed
in the incorporated documents, could affect our future results, and could cause those results or other outcomes to differ materially from those expressed
or implied in the forward-looking statements:
·
failure to compete effectively,
·
failure to develop, acquire, market and offer new products and services or enhancements to existing products and services that meet
customer requirements,
·
introduction of new technology,
·
security breaches in data centers we manage or that third parties manage on our behalf,
·
interruptions or delays in services from, security or privacy breaches, or failures in data collection from Adobe or third-party service
providers that host or deliver services, as well as access, collect, process, use, transmit and store data,
·
increasing regulatory focus on privacy and security issues and expanding laws,
·
security vulnerabilities in our products and systems or in our supply chain,
·
extended and complex sales cycles for some of our enterprise offerings,
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·
risks related to the timing of revenue recognition created by our subscription offerings,
·
inability to predict subscription renewal rates and the impact these rates may have on future revenue and operating results,
·
risks associated with operating as a multinational corporation,
·
failure to effectively manage critical strategic third-party business relationships,
·
failure to realize the anticipated benefits of past or future investments or acquisitions and difficulty in integrating such acquisitions,
·
uncertainty about current and future economic conditions and other adverse changes in general political conditions in any of the major
countries in which Adobe does business,
·
inability to continue to attract and retain customers of and contributors to our online marketplaces for creative content,
·
risks that our products or platforms are used to create or disseminate objectionable content, particularly misleading content intended to
manipulate public opinions,
·
changes in accounting principles, tax rules and regulations, or interpretations thereof,
S-i
Table of Contents
·
inability to protect Adobe's intellectual property rights, including source code, from infringement, or unauthorized copying, use or
disclosure,
·
costs incurred defending against third parties alleging that we infringe their proprietary rights,
·
fluctuations in foreign currency exchange rates,
·
failure of our third-party customer service and technical support providers to adequately address customers' requests,
·
revenue, margin, earnings shortfalls and the volatility of the market, which may cause the market price of our stock to decline,
·
risks inherent in the government procurement process in connection with contracting with government entities,
·
our inability to recruit and retain key personnel,
·
failure to manage our sales and distribution channels effectively,
·
impairment of Adobe's goodwill or amortizable intangible assets,
·
incurrence of additional debt,
·
catastrophic events,
·
climate change's long-term impact on our business, and
·
impairment of Adobe's investment portfolio due to deterioration of the financial markets.
You should not place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus supplement. We
undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this
document, except as required by law.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. This prospectus
supplement also incorporates by reference the information described under "Where You Can Find More Information." The second part is the
accompanying prospectus dated January 25, 2019. The accompanying prospectus contains a description of our debt securities and gives more general
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information, some of which may not apply to this offering.
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement.
Neither this prospectus supplement, any related free writing prospectus that we provide to you nor the accompanying prospectus constitutes an
offer, or a solicitation on our behalf or on behalf of the underwriters, to subscribe for and purchase any notes and may not be used in connection with,
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to
make such offer or solicitation. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted.
Unless we have indicated otherwise or the context otherwise requires, references in this prospectus supplement to "Adobe," "we," "us"
and "our" or similar terms are to Adobe Inc. and its consolidated subsidiaries.
S-ii
Table of Contents
SUMMARY
The following summary highlights information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus. It may not contain all of the information that you should consider before investing in the notes. You should carefully read this entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference herein that are described under "Where
You Can Find More Information."
Adobe Inc.
Founded in 1982, Adobe Inc. is one of the largest and most diversified software companies in the world. We offer a line of products and services
used by creative professionals, marketers, knowledge workers, students, application developers, enterprises and consumers for creating, managing,
delivering, measuring, optimizing, engaging and transacting with compelling content and experiences across personal computers, devices and media.
We market our products and services directly to enterprise customers through our sales force and local field offices. We license our products to end
users through app stores and our own website at www.adobe.com. We offer many of our products via a Software-as-a-Service model or a managed
services model (both of which are referred to as hosted or cloud-based) as well as through term subscription and pay-per-use models. We also distribute
certain products and services through a network of distributors, value-added resellers, systems integrators, independent software vendors, retailers,
software developers and original equipment manufacturers. In addition, we license our technology to hardware manufacturers, software developers and
service providers for use in their products and solutions. Our products run on personal and server-based computers, as well as on smartphones, tablets
and other devices, depending on the product. We have operations in the Americas, Europe, Middle East and Africa, and Asia-Pacific.
Adobe was originally incorporated in California in October 1983 and was reincorporated in Delaware in May 1997.
Our executive offices and principal facilities are located at 345 Park Avenue, San Jose, California 95110-2704. Our telephone number is 408-536-
6000 and our website is www.adobe.com. The information posted to our website is not incorporated into this prospectus supplement.
S-1
Table of Contents

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The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The "Description of the Notes" section of this prospectus supplement contains a more detailed description of the terms and
conditions of the notes.
Issuer

Adobe Inc.

Securities Offered
$500,000,000 aggregate principal amount of the 2023
Notes

$500,000,000 aggregate principal amount of the 2025
Notes

$850,000,000 aggregate principal amount of the 2027
Notes

$1,300,000,000 aggregate principal amount of the 2030
Notes

Maturity Dates
February 1, 2023 for the 2023 Notes

February 1, 2025 for the 2025 Notes

February 1, 2027 for the 2027 Notes

February 1, 2030 for the 2030 Notes

Original Issue Date
February 3, 2020

Interest Rates
Fixed rate of 1.700% per annum for the 2023 Notes

Fixed rate of 1.900% per annum for the 2025 Notes

Fixed rate of 2.150% per annum for the 2027 Notes

Fixed rate of 2.300% per annum for the 2030 Notes

Interest Payment Dates
Interest on the notes will be paid semi-annually in arrears
on each February 1 and August 1, beginning on August 1,
2020.

Ranking
The notes will be the senior unsecured obligations of
Adobe and will rank equally with all of its existing and
future unsecured and unsubordinated indebtedness from
time to time outstanding. As of November 29, 2019, we
had approximately $10.2 billion of total liabilities on a
consolidated basis, including $4.1 billion of senior
indebtedness outstanding. All existing and future
liabilities (including trade payables and preferred stock
obligations) of subsidiaries of Adobe will be structurally
senior to the notes. As of November 29, 2019, Adobe's
subsidiaries had approximately $2.4 billion of liabilities
(including trade payables and excluding intercompany
debt).
S-2
Table of Contents
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Form and Denomination

The notes will be issued in the form of one or more fully
registered global securities, without coupons, in
denominations of $2,000 in principal amount and integral
multiples of $1,000 in excess thereof. These global notes
will be deposited with the trustee as custodian for, and
registered in the name of, a nominee of The Depository
Trust Company ("DTC"). Except in the limited
circumstances described under "Description of the Notes
--Book-Entry; Delivery and Form; Global Note," notes
in certificated form will not be issued or exchanged for
interests in global securities.

Governing Law
New York

Use of Proceeds
We estimate that the net proceeds from this offering after
deducting the underwriters' discount and estimated
offering expenses payable by us, will be approximately
$3.1 billion. The net proceeds of this offering will be used
for general corporate purposes, which, among other
things, will include repaying the $900.0 million in
outstanding aggregate principal amount of Adobe's
4.750% senior notes due 2020 (the "2020 Senior Notes"),
plus accrued and unpaid interest thereon, and its
$2.25 billion unsecured term loan (the "term loan"). See
"Use of Proceeds" for more information.

Further Issuances
Adobe may create and issue further notes ranking equally
and ratably with the notes offered by this prospectus
supplement in all respects (except for the issue date, the
issue price, the payment of interest accrued prior to the
issue date of such additional notes and the first payment of
interest following the issue date of such additional notes),
so that such further notes may be consolidated and form a
single series with, and increase the aggregate principal
amount of, the notes of such applicable series offered by
this prospectus supplement.

Sinking Fund
None

Optional Redemption
Prior to (i) with respect to the 2023 Notes, the maturity
date of such notes, (ii) with respect to the 2025 Notes,
January 1, 2025 (one month prior to the maturity date of
such notes), (iii) with respect to the 2027 Notes,
December 1, 2026 (two months prior to the maturity date
of such notes), and (iv) with respect to the 2030 Notes,
November 1, 2029 (three months prior to the maturity
date of such notes), such series of notes may be redeemed
at our option, at any time in whole or from time to time
in part, at a redemption price equal to the greater of the
following amounts, plus, in each case, accrued and unpaid
interest thereon to, but excluding, the date of redemption:

· 100% of the principal amount of the notes to be
redeemed; and
S-3
Table of Contents

· the sum of the present values of the remaining
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scheduled payments of principal and interest on the
notes to be redeemed (assuming, in the case of the 2025
Notes, the 2027 Notes and the 2030 Notes, that such
notes matured on their applicable Par Call Date, as
defined in and set forth in "Description of the Notes--
Optional Redemption"), exclusive of interest accrued
to, but excluding, the date of redemption, discounted to
the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day
months) at a rate equal to the applicable Treasury Rate
(as defined in this prospectus supplement) plus 5 basis
points in the case of the 2023 Notes, plus 7.5 basis
points in the case of the 2025 Notes, plus 10 basis
points in the case of the 2027 Notes and plus 10 basis
points in the case of the 2030 Notes.

In addition, on or after (i) with respect to the 2025 Notes,
January 1, 2025 (one month prior to the maturity date of
such notes), (ii) with respect to the 2027 Notes,
December 1, 2026 (two months prior to the maturity date
of such notes), and (iii) with respect to the 2030 Notes,
November 1, 2029 (three months prior to the maturity
date of such notes), such series of notes may be redeemed
at our option, at any time in whole or from time to time
in part, at a redemption price equal to 100% of the
principal amount of the notes being redeemed plus
accrued and unpaid interest on the principal amount being
redeemed to, but excluding, the date of redemption. See
"Description of the Notes--Optional Redemption" for
more information.

Mandatory Offer to Purchase Upon a Change of Control
Upon the occurrence of a Change of Control Triggering
Triggering Event
Event (as defined below in "Description of the Notes--
Purchase Upon Change of Control Triggering Event"), we
will be required to make an offer to purchase the notes at
a price equal to 101% of their principal amount plus
accrued and unpaid interest to, but excluding, the date of
purchase. See "Description of the Notes--Purchase Upon
Change of Control Triggering Event" for more
information.

Trading
Each series of the notes is a new issue of securities with
no established trading market. We do not intend to apply
for listing of any series of the notes on any securities
exchange. The underwriters have advised us that they
intend to make a market in each series of the notes, but
they are not obligated to do so and may discontinue
market-making at any time without notice. See
"Underwriting" in this prospectus supplement for more
information about possible market-making by the
underwriters.

Trustee, Registrar and Paying Agent
Wells Fargo Bank, National Association
S-4
Table of Contents
Risk Factors

You should carefully consider all of the information in
this prospectus supplement and the accompanying
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prospectus and the documents incorporated herein by
reference. In particular, you should evaluate the
information set forth under "Cautionary Note on
Forward-Looking Statements" and "Risk Factors" before
deciding whether to invest in the notes.

Conflicts of Interest
Certain affiliates of the underwriters will receive at least
5% of the net proceeds of this offering in connection with
the repayment of our 2020 Senior Notes and the term loan.
See "Use of Proceeds." Accordingly, this offering is being
made in compliance with the requirements of Rule 5121
of the Financial Industry Regulation Authority
("FINRA"). Because the notes to be offered will be rated
investment grade, pursuant to Rule 5121, the appointment
of a qualified independent underwriter is not necessary.
See "Underwriting (Conflicts of Interest)."
S-5
Table of Contents
Summary Consolidated Financial Data
Our summary consolidated financial information presented below as of and for the three fiscal years ended November 29, 2019 has been derived
from our audited consolidated financial statements. Our summary consolidated financial information set forth below should be read in conjunction with
our consolidated financial statements, including the notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Selected Financial Data," each of which can be found in our Annual Report on Form 10-K for the fiscal year ended November 29,
2019, which is incorporated by reference herein.

Fiscal Years Ended

November 29,
November 30,
December 1,
(In thousands, except per share data)

2019

2018

2017

Statements of Operations Data:

Revenue:

Subscription
$
9,994,463 $
7,922,152 $ 6,133,869
Product

647,788
622,153
706,767
Services and support

529,046
485,703
460,869
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Total revenue

11,171,297
9,030,008
7,301,505
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Cost of revenue:

Subscription

1,222,520
807,221
623,048
Product

39,625
46,009
57,082
Services and support

410,575
341,769
330,361
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Total cost of revenue

1,672,720
1,194,999
1,010,491
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?
?
?
?
?
?
?
Gross profit

9,498,577
7,835,009
6,291,014
Operating expenses:

Research and development

1,930,228
1,537,812
1,224,059
Sales and marketing

3,244,347
2,620,829
2,197,592
General and administrative

880,637
744,898
624,706
Amortization of intangibles

175,244
91,101
76,562
?
?
?
?
?
?
?
?
?
?
?
Total operating expenses

6,230,456
4,994,640
4,122,919
?
?
?
?
?
?
?
?
?
?
?
Operating income

3,268,121
2,840,369
2,168,095
Non-operating income (expense):

Interest and other income (expense), net

42,255
39,536
36,395
Interest expense

(157,214)
(89,242)
(74,402)
Investment gains (losses), net

51,579
3,213
7,553
?
?
?
?
?
?
?
?
?
?
?
Total non-operating income (expense), net

(63,380)
(46,493)
(30,454)
?
?
?
?
?
?
?
?
?
?
?
Income before income taxes

3,204,741
2,793,876
2,137,641
https://www.sec.gov/Archives/edgar/data/796343/000104746920000476/a2240584z424b2.htm[1/24/2020 4:39:45 PM]

Provision for income taxes

253,283
203,102
443,687
?
?
?
?
?
?
?
?
?
?
?
Net income
$
2,951,458 $
2,590,774 $ 1,693,954
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
Basic net income per share
$
6.07 $
5.28 $
3.43
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
Shares used to compute basic income per share

486,291
490,564
493,632
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
Diluted net income per share
$
6.00 $
5.20 $
3.38
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
Shares used to compute diluted income per share

491,572
497,843
501,123
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
S-6
Table of Contents

As of

November 29,
November 30,
December 1,
(In thousands)

2019

2018

2017

Balance Sheet Data:

Cash, cash equivalents and short-term investments
$
4,176,976 $
3,228,962 $
5,819,774
Total assets
$ 20,762,400 $ 18,768,682 $ 14,535,556
Long-term debt
$
988,924 $
4,124,800 $
1,881,421
Total stockholders' equity
$ 10,530,155 $
9,362,114 $
8,459,869
S-7
Table of Contents
RISK FACTORS
In considering whether to purchase the notes, you should carefully consider all the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus. In particular, you should carefully consider the risk factors described below, which are not
exhaustive. In this section, references to "Adobe," "us," "we," or "our" refer only to Adobe Inc. and not to any of its subsidiaries.
Risks Related to the Offering
The notes are the unsecured obligations of Adobe and not obligations of its subsidiaries and will be structurally subordinated to the claims of its
subsidiaries' creditors. Structural subordination increases the risk that Adobe will be unable to meet its obligations on the notes when they mature.
The notes are exclusively the obligations of Adobe and are not obligations of its subsidiaries. A substantial portion of Adobe's operations are
conducted through its subsidiaries. As a result, Adobe's cash flow and ability to service its debt, including the notes, depend upon the earnings of its
subsidiaries and the distribution to it of earnings, loans or other payments by its subsidiaries.
Adobe's subsidiaries are separate and distinct legal entities. Its subsidiaries will not guarantee the notes and are under no obligation to pay any
amounts due on the notes or to provide Adobe with funds for its payment obligations, whether by dividends, distributions, loans or other payments.
Payments to Adobe by its subsidiaries will also be contingent upon such subsidiaries' earnings and business considerations and may be subject to legal
and contractual restrictions. As of November 29, 2019, Adobe had approximately $10.2 billion of total liabilities on a consolidated basis. Of this
amount, subsidiaries of Adobe had approximately $2.4 billion of liabilities (including trade payables and excluding intercompany debt) to which the
notes will be structurally subordinated.
Adobe's right to receive any assets of any of its subsidiaries upon their liquidation or reorganization, and therefore the right of the holders of the
notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including senior and subordinated debt
holders and bank and trade creditors. In addition, even if Adobe were a creditor of any of its subsidiaries, its rights as a creditor would be subordinate to
any security interest in the assets of its subsidiaries and any indebtedness of its subsidiaries senior to that held by Adobe.
The notes will be subject to the prior claims of any future secured creditors.
https://www.sec.gov/Archives/edgar/data/796343/000104746920000476/a2240584z424b2.htm[1/24/2020 4:39:45 PM]

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