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Item 9A. Controls and Procedures

2023-01-17 compared with 2022-01-21 · 38 added, 29 removed, 156 unchanged (30% of the section changed)

3 unchanged sentences

Based on their evaluation as of December 2, 2022, 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.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control 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.

1 unchanged sentence

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.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control 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 control over financial reporting as of December 2, 2022.

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.

Our management has concluded that, as of December 2, 2022, our internal control 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 control over financial reporting, which is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 2, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

15 unchanged sentences

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

2.1 Agreement and Plan of Merger, dated as of September 15, 2022, by and among Adobe Inc., Figma, Inc., Saratoga Merger Sub I, Inc., Saratoga Merger Sub II, LLC and Fortis Advisors LLC

8-K 9/15/22 2.1 000-15175

3.1 Restated Certificate of Incorporation of Adobe

13 unchanged sentences

4.5 Description of Adobe’s Common Stock

Incorporated by Reference

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

10.1 2020 Employee Stock Purchase Plan, as amended*

6 unchanged sentences

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*

6 unchanged sentences

8-K 1/27/21 10.2 000-15175

Incorporated by Reference

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

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)*

10.3F 2022 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

8-K 1/27/22 10.2 000-15175

10.3G Form of 2022 Performance Share Award Grant Notice and Award Agreement pursuant to 2022 Performance Share Program and 2019 Equity Incentive Plan*

8-K 1/27/22 10.3 000-15175

10.3H 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)*

10.3I 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*

10.3J 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

5 unchanged sentences

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

Incorporated by Reference

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

10.6B Amendment No.

1 unchanged sentence

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

10.7 Credit Agreement, dated as of June 30, 2022, among the Company, certain subsidiaries of the Company party thereto, Bank of America, N.A.

as Administrative Agent and the other lenders party thereto

8-K 7/1/22 10.1 000-15175

2 unchanged sentences

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

10.10 2021 Executive Annual Incentive Plan, as amended and restated*

10.9 2022 Executive Annual Incentive Plan*

8-K 1/27/22 10.4 000-15175

1 unchanged sentence

10-K 1/15/21 10.12 000-15175

10.11 Description of 2023 and 2024 Director Compensation*

10.12 Voting and Support Agreement, dated as of September 15, 2022, by and among Adobe Inc.

and the Key Stockholders party thereto

8-K 9/15/22 10.1 000-15175

21 Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP

Incorporated by Reference

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

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

9 unchanged sentences

101.DEF Inline XBRL Taxonomy Extension Definition X

Incorporated by Reference

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

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

19 unchanged sentences

/s/ DANIEL DURN January 17, 2023

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

Daniel Durn Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

/s/ MARK GARFIELD January 17, 2023

Mark Garfield Senior Vice President, Corporate Controller and Chief Accounting Officer

Mark Garfield Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer)

27 unchanged sentences

Adobe Audition

Adobe Campaign

Adobe Commerce

Adobe Experience Cloud

Adobe Express

Adobe Premiere

1 unchanged sentence

After Effects

Camera to Cloud

Creative Cloud

Creative Cloud Express

Document Cloud

8 unchanged sentences

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