ADOBE INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 3, 2021. Based on their evaluation as of December 3, 2021, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Adobe have been detected. Management’s Annual Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal controls over financial reporting as of December 3, 2021. In making this assessment, our management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that, as of December 3, 2021, our internal controls over financial reporting are effective based on these criteria. KPMG LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal controls over financial reporting, which is included herein. Changes in Internal Controls over Financial Reporting There were no changes in our internal controls over financial reporting during the quarter ended December 3, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. ITEM 9B. OTHER INFORMATION None. 95 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item 10 of Form 10-K that is found in our 2022 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2022 Annual Meeting of Stockholders (“2022 Proxy Statement”) is incorporated herein by reference to our 2022 Proxy Statement. The 2022 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates. For information with respect to our executive officers, see the section titled “Executive Officers” in Part I, Item 1 of this report. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 of Form 10-K is incorporated herein by reference to our 2022 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item 12 of Form 10-K is incorporated herein by reference to our 2022 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 13 of Form 10-K is incorporated herein by reference to our 2022 Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item 14 of Form 10-K is incorporated herein by reference to our 2022 Proxy Statement. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 1. Financial Statements. See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Filed Herewith 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 1/18/22 3.1 000-15175 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 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 X 96 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Filed Herewith 10.1 2020 Employee Stock Purchase Plan, as amended* 10-K 1/15/21 10.1 000-15175 10.2A 2003 Equity Incentive Plan, as amended* 8-K 4/13/18 10.2 000-15175 10.2B Form of RSU Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan* 8-K 1/26/18 10.6 000-15175 10.2C 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 10.2D 2019 Performance Share Program pursuant to the 2003 Equity Incentive Plan* 8-K 1/28/19 10.2 000-15175 10.2E 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, as amended* 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 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 2021 Performance Share Program pursuant to the 2019 Equity Incentive Plan* 8-K 1/27/21 10.2 000-15175 10.3E Form of 2021 Performance Share Award Grant Notice and Award Agreement pursuant to 2021 Performance Share Program and 2019 Equity Incentive Plan* 8-K 1/27/21 10.3 000-15175 10.3F Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted prior to January 15, 2021)* 10-Q 6/26/19 10.35B 000-15175 10.3G 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-K 1/15/21 10.3E 000-15175 10.3H 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* 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 97 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Filed Herewith 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, 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 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 2021 Executive Annual Incentive Plan, as amended and restated* 8-K 1/27/21 10.4 000-15175 10.11 Description of 2021 and 2022 Director Compensation* 10-K 1/15/21 10.12 000-15175 21 Subsidiaries of the Registrant X 23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP X 24.1 Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K) X 31.1 Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 X 31.2 Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 X 32.1 Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934† X 32.2 Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934† X 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. X 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 98 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Filed Herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ___________________________ * Compensatory plan or arrangement. † The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Adobe Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. ITEM 16. FORM 10-K SUMMARY None. 99 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ADOBE INC. By: /s/ DANIEL DURN Daniel Durn Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: January 21, 2022 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shantanu Narayen and Daniel Durn, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof. 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. Signature Title Date /s/ SHANTANU NARAYEN January 21, 2022 Shantanu Narayen Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) /s/ DANIEL DURN January 21, 2022 Daniel Durn Executive Vice President, Chief Financial Officer (Principal Financial Officer) /s/ MARK GARFIELD January 21, 2022 Mark Garfield Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) /s/ FRANK CALDERONI January 21, 2022 Frank Calderoni Director /s/ AMY BANSE January 21, 2022 Amy Banse Director /s/ BRETT BIGGS January 21, 2022 Brett Biggs Director 100 Table of Contents Signature Title Date /s/ MELANIE BOULDEN January 21, 2022 Melanie Boulden Director /s/ LAURA DESMOND January 21, 2022 Laura Desmond Director /s/ SPENCER NEUMANN January 21, 2022 Spencer Neumann Director /s/ KATHLEEN OBERG January 21, 2022 Kathleen Oberg Director /s/ DHEERAJ PANDEY January 21, 2022 Dheeraj Pandey Director /s/ DAVID RICKS January 21, 2022 David Ricks Director /s/ DAN ROSENSWEIG January 21, 2022 Dan Rosensweig Director /s/ JOHN WARNOCK January 21, 2022 John Warnock Director 101 Table of Contents SUMMARY OF TRADEMARKS The following trademarks of Adobe Inc. or its subsidiaries, which may be registered in the United States and/or other countries, are referenced in this Form 10-K: Acrobat Acrobat Reader Adobe Adobe Aero Adobe Audition Adobe Experience Cloud Adobe Fresco Adobe Premiere Adobe Premiere Rush Adobe Sensei After Effects Behance Creative Cloud Creative Cloud Express Document Cloud Frame.io Illustrator InCopy InDesign Journey Optimizer Lightroom Marketo Photoshop PostScript Premiere Pro Premiere Rush Reader Sensei Substance 3D Designer Substance 3D Modeler Substance 3D Painter Substance 3D Sampler Substance 3D Stager Workfront All other trademarks are the property of their respective owners. 102