What changed in this filing

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Item 9A. Controls and Procedures

2021-01-15 compared with 2020-01-21 · 102 added, 81 removed, 101 unchanged (64% of the section changed)

14 unchanged sentences

Changes in Internal Controls over Financial Reporting

On December 1, 2018, we implemented new and modified existing internal controls based on the adoption of the new revenue standard.

This resulted in changes to our processes related to revenue recognition and underlying control activities, including our information systems.

On November 30, 2019, we implemented new and modified existing internal controls based on the adoption of the new leases standard.

This resulted in changes to our processes related to lease accounting and underlying control activities, including our information systems.

Beginning in March 2020, our employees across all geographic regions have shifted to working from home due to the pandemic.

We have performed an evaluation of our control environment, operating procedures, data and internal controls and determined that the design of our processes and controls have continued to operate effectively throughout this shift to a work-from-home environment.

There were no changes in our internal controls over financial reporting during the quarter ended November 27, 2020 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

16 unchanged sentences

Incorporated by Reference

Exhibit Description

Exhibit Number

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

2.1 Share Purchase Agreement by and among:

11 unchanged sentences

and Vista Equity Partners Management, LLC, a Delaware limited liability company, as the Sellers’ Representative

8-K 9/21/18 2.1 000-15175

3.1 Restated Certificate of Incorporation of Adobe

8-K 4/26/11 3.3 000-15175

3.2 Certificate of Amendment to Restated Certificate of Adobe

8-K 10/9/18 3.1 000-15175

3.3 Amended and Restated Bylaws

8-K 10/9/18 3.2 000-15175

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

4.1 Specimen Common Stock Certificate

10-K 1/25/19 4.1 000-15175

4.2 Form of Indenture dated as of January 25, 2010 by and between Adobe and Wells Fargo Bank, National Association, as trustee

Form of Global Note for Adobe Systems Incorporated’s 4.750% Notes due 2020, together with Form of Officer’s Certificate setting forth the terms of the Note

Incorporated by Reference

Exhibit Description

Exhibit Number

S-3 2/26/16 4.1 333-209764

4.3 Forms of Global Note for Adobe Inc.’s 1.700% Notes due 2023, 1.900% Notes due 2025, 2.150% Notes due 2027, and 2.300% Notes due 2030, together with an Officer’s Certificate setting forth the terms of the Notes

8-K 2/3/20 4.1 000-15175

4.4 Form of Global Note for Adobe’s 3.250% Notes due 2025, together with Form of Officer’s Certificate setting forth the terms of the Note

8-K 1/26/15 4.1 000-15175

4.5 Description of Adobe’s Common Stock

10-K 1/21/20 4.5 000-15175

10.1 2020 Employee Stock Purchase Plan, as amended*

2003 Equity Incentive Plan, as amended*

Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan*

Form of RSU Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan*

2017 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

Form of 2017 Performance Share Award Grant Notice and Award Agreement pursuant to 2017 Performance Share Program and 2003 Equity Incentive Plan*

2018 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

Form of 2018 Performance Share Award Grant Notice and Award Agreement pursuant to 2018 Performance Share Program and 2003 Equity Incentive Plan*

2019 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

Form of 2019 Performance Share Award Grant Notice and Award Agreement pursuant to 2019 Performance Share Program and 2003 Equity Incentive Plan*

2019 Equity Incentive Plan*

Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

10.2A 2003 Equity Incentive Plan, as amended*

8-K 4/13/18 10.2 000-15175

10.2B Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan*

8-K 12/20/10 99.4 000-15175

10.2C Form of RSU Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

8-K 1/26/18 10.6 000-15175

10.2D Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

8-K 1/28/19 10.5 000-15175

10.2E Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan*

10-Q 10/7/04 10.11 000-15175

10.2F 2018 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K 1/26/18 10.2 000-15175

10.2G Form of 2018 Performance Share Award Grant Notice and Award Agreement pursuant to 2018 Performance Share Program and 2003 Equity Incentive Plan*

8-K 1/26/18 10.3 000-15175

10.2H 2019 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K 1/28/19 10.2 000-15175

10.2I Form of 2019 Performance Share Award Grant Notice and Award Agreement pursuant to 2019 Performance Share Program and 2003 Equity Incentive Plan*

8-K 1/28/19 10.3 000-15175

10.3A 2019 Equity Incentive Plan*

8-K 4/12/19 10.1 000-15175

10.3B 2020 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

8-K 1/30/20 10.2 000-15175

Incorporated by Reference

Exhibit Description

Exhibit Number

Form of Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

Anil Chakravarthy Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

10.3C Form of 2020 Performance Share Award Grant Notice and Award Agreement pursuant to 2020 Performance Share Program and 2019 Equity Incentive Plan*

8-K 1/30/20 10.3 000-15175

10.3D Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted prior to January 1 5 , 2021) *

10-Q 6/26/19 10.35B 000-15175

10.3E Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted on or after January 15, 2021)*

10.3F Form of Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

10-Q 6/26/19 10.35C 000-15175

10.4 Retention Agreement between Adobe and Shantanu Narayen, effective December 5, 2014 *

8-K 12/11/14 10.2 000-15175

10.5 Form of Indemnity Agreement*

Adobe Deferred Compensation Plan, as Amended and Restated*

Amendment No.

10-Q 6/26/09 10.12 000-15175

10.6A Adobe Deferred Compensation Plan, as Amended and Restated*

10-K 1/20/15 10.19 000-15175

10.6B Amendment No.

One to Adobe Deferred Compensation Plan*

10-K 1/21/20 10.6B 000-15175

10.7 Credit Agreement, dated as of October 17, 2018, among Adobe Inc.

and certain subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., Wells Fargo Bank National Association, U.S Bank National Association, Societe Generale S.A.

and certain subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., Wells Fargo Bank National Association, U.S Bank National Association, Société Générale S.A.

as Co-Syndication Agents, Bank of America, N.A.

as Administrative Agent and Swing Line Lender, and the Other Lenders Party Thereto

Credit Agreement, dated as of October 17, 2018, among Adobe Inc.

as Borrower, JPMorgan Chase Bank, N.A.

as Syndication Agent, Wells Fargo Bank National Association as Documentation Agent, Bank of America, N.A.

as Administrative Agent, and the Other Lenders Party Thereto

Adobe Systems Incorporated 2017 Executive Severance Plan in the Event of a Change of Control*

2019 Executive Annual Incentive Plan*

8-K 10/19/18 10.1 000-15175

10.8 Adobe Inc.

2020 Executive Severance Plan in the Event of a Change of Control*

8-K 12/10/20 10.1 000-15175

10.10 2020 Executive Annual Incentive Plan, as amended and restated*

8-K 6/11/20 10.1 000-15175

10.11 Description of 2019 and 2020 Director Compensation*

8-K 1/24/19 10.1 000-15175

10.12 Description of 2021 and 2022 Director Compensation*

21 Subsidiaries of the Registrant

1 unchanged sentence

24.1 Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)

Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

Incorporated by Reference

Exhibit Description

Exhibit Number

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

31.1 Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

1 unchanged sentence

32.2 Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†

Inline XBRL Instance

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation

Inline XBRL Taxonomy Extension Labels

Inline XBRL Taxonomy Extension Presentation

Inline XBRL Taxonomy Extension Definition

101.INS Inline XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema X

101.CAL Inline XBRL Taxonomy Extension Calculation X

101.LAB Inline XBRL Taxonomy Extension Labels X

101.PRE Inline XBRL Taxonomy Extension Presentation X

101.DEF Inline XBRL Taxonomy Extension Definition X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

13 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ SHANTANU NARAYEN

January 21, 2020

Shantanu Narayen

Chairman of the Board of Directors,

Signature Title Date

/s/ SHANTANU NARAYEN January 15, 2021

Shantanu Narayen Chairman of the Board of Directors,

President and Chief Executive Officer

(Principal Executive Officer)

/s/ JOHN MURPHY

January 21, 2020

Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ MARK GARFIELD

January 21, 2020

Mark Garfield

Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

/s/ JAMES DALEY

January 21, 2020

/s/ AMY BANSE

January 21, 2020

/s/ FRANK CALDERONI

January 21, 2020

Frank Calderoni

/s/ LAURA DESMOND

January 21, 2020

Laura Desmond

/s/ CHARLES GESCHKE

January 21, 2020

Charles Geschke

/s/ KATHLEEN OBERG

January 21, 2020

Kathleen Oberg

/s/ DHEERAJ PANDEY

January 21, 2020

Dheeraj Pandey

/s/ DAVID RICKS

January 21, 2020

/s/ DAN ROSENSWEIG

January 21, 2020

Dan Rosensweig

/s/ JOHN WARNOCK

January 21, 2020

/s/ JOHN MURPHY January 15, 2021

John Murphy Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ MARK GARFIELD January 15, 2021

Mark Garfield Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

/s/ FRANK CALDERONI January 15, 2021

Frank Calderoni Director

/s/ AMY BANSE January 15, 2021

Amy Banse Director

/s/ MELANIE BOULDEN January 15, 2021

Melanie Boulden Director

Signature Title Date

/s/ JAMES DALEY January 15, 2021

James Daley Director

/s/ LAURA DESMOND January 15, 2021

Laura Desmond Director

/s/ KATHLEEN OBERG January 15, 2021

Kathleen Oberg Director

/s/ DHEERAJ PANDEY January 15, 2021

Dheeraj Pandey Director

/s/ DAVID RICKS January 15, 2021

David Ricks Director

/s/ DAN ROSENSWEIG January 15, 2021

Dan Rosensweig Director

/s/ JOHN WARNOCK January 15, 2021

John Warnock Director

SUMMARY OF TRADEMARKS

3 unchanged sentences

Adobe Audition

Adobe CreativeSync

Adobe Dimension

7 unchanged sentences

Premiere Rush

Substance Alchemist

Substance Designer

Substance Painter

Substance Source

All other trademarks are the property of their respective owners.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures