ADOBE INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Consolidated Balance Sheets 52 Consolidated Statements of Income 53 Consolidated Statements of Comprehensive Income 54 Consolidated Statements of Stockholders' Equity 55 Consolidated Statements of Cash Flows 56 Notes to Consolidated Financial Statements 57 Report of Independent Registered Public Accounting Firm ( KPMG LLP , Santa Clara, California , PCAOB ID 185 ) 90 All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and Notes thereto. 51 Table of Contents ADOBE INC. CONSOLIDATED BALANCE SHEETS (In millions, except par value) December 1, 2023 December 2, 2022 ASSETS Current assets: Cash and cash equivalents $ 7,141 $ 4,236 Short-term investments 701 1,860 Trade receivables, net of allowances for doubtful accounts of $ 16 and of $ 23 , respectively 2,224 2,065 Prepaid expenses and other current assets 1,018 835 Total current assets 11,084 8,996 Property and equipment, net 2,030 1,908 Operating lease right-of-use assets, net 358 407 Goodwill 12,805 12,787 Other intangibles, net 1,088 1,449 Deferred income taxes 1,191 777 Other assets 1,223 841 Total assets $ 29,779 $ 27,165 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade payables $ 314 $ 379 Accrued expenses 1,942 1,790 Debt — 500 Deferred revenue 5,837 5,297 Income taxes payable 85 75 Operating lease liabilities 73 87 Total current liabilities 8,251 8,128 Long-term liabilities: Debt 3,634 3,629 Deferred revenue 113 117 Income taxes payable 514 530 Operating lease liabilities 373 417 Other liabilities 376 293 Total liabilities 13,261 13,114 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.0001 par value; 2 shares authorized; none issued — — Common stock, $ 0.0001 par value; 900 shares authorized; 601 shares issued; 455 and 462 shares outstanding, respectively — — Additional paid-in-capital 11,586 9,868 Retained earnings 33,346 28,319 Accumulated other comprehensive income (loss) ( 285 ) ( 293 ) Treasury stock, at cost ( 146 and 139 shares, respectively) ( 28,129 ) ( 23,843 ) Total stockholders’ equity 16,518 14,051 Total liabilities and stockholders’ equity $ 29,779 $ 27,165 See accompanying Notes to Consolidated Financial Statements. 52 Table of Contents ADOBE INC. CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data) Years Ended December 1, 2023 December 2, 2022 December 3, 2021 Revenue: Subscription $ 18,284 $ 16,388 $ 14,573 Product 460 532 555 Services and other 665 686 657 Total revenue 19,409 17,606 15,785 Cost of revenue: Subscription 1,822 1,646 1,374 Product 29 35 41 Services and other 503 484 450 Total cost of revenue 2,354 2,165 1,865 Gross profit 17,055 15,441 13,920 Operating expenses: Research and development 3,473 2,987 2,540 Sales and marketing 5,351 4,968 4,321 General and administrative 1,413 1,219 1,085 Amortization of intangibles 168 169 172 Total operating expenses 10,405 9,343 8,118 Operating income 6,650 6,098 5,802 Non-operating income (expense): Interest expense ( 113 ) ( 112 ) ( 113 ) Investment gains (losses), net 16 ( 19 ) 16 Other income (expense), net 246 41 — Total non-operating income (expense), net 149 ( 90 ) ( 97 ) Income before income taxes 6,799 6,008 5,705 Provision for income taxes 1,371 1,252 883 Net income $ 5,428 $ 4,756 $ 4,822 Basic net income per share $ 11.87 $ 10.13 $ 10.10 Shares used to compute basic net income per share 457 470 477 Diluted net income per share $ 11.82 $ 10.10 $ 10.02 Shares used to compute diluted net income per share 459 471 481 See accompanying Notes to Consolidated Financial Statements. 53 Table of Contents ADOBE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Years Ended December 1, 2023 December 2, 2022 December 3, 2021 Increase/(Decrease) Net income $ 5,428 $ 4,756 $ 4,822 Other comprehensive income (loss), net of taxes: Available-for-sale securities: Unrealized gains / losses on available-for-sale securities 24 ( 39 ) ( 8 ) Reclassification adjustment for recognized gains / losses on available-for-sale securities 5 — — Net increase (decrease) from available-for-sale securities 29 ( 39 ) ( 8 ) Derivatives designated as hedging instruments: Unrealized gains / losses on derivative instruments ( 12 ) 139 69 Reclassification adjustment for realized gains / losses on derivative instruments ( 31 ) ( 151 ) 20 Net increase (decrease) from derivatives designated as hedging instruments ( 43 ) ( 12 ) 89 Foreign currency translation adjustments 22 ( 105 ) ( 60 ) Other comprehensive income (loss), net of taxes 8 ( 156 ) 21 Total comprehensive income, net of taxes $ 5,436 $ 4,600 $ 4,843 See accompanying Notes to Consolidated Financial Statements. 54 Table of Contents ADOBE INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In millions) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Shares Amount Shares Amount Total Balances at November 27, 2020 601 $ — $ 7,357 $ 19,611 $ ( 158 ) ( 122 ) $ ( 13,546 ) $ 13,264 Net income — — — 4,822 — — — 4,822 Other comprehensive income (loss), net of taxes — — — — 21 — — 21 Re-issuance of treasury stock under stock compensation plans — — — ( 528 ) — 3 100 ( 428 ) Repurchases of common stock — — — — — ( 7 ) ( 3,950 ) ( 3,950 ) Equity awards assumed for acquisition — — 2 — — — — 2 Stock-based compensation — — 1,069 — — — — 1,069 Value of shares in deferred compensation plan — — — — — — ( 3 ) ( 3 ) Balances at December 3, 2021 601 $ — $ 8,428 $ 23,905 $ ( 137 ) ( 126 ) $ ( 17,399 ) $ 14,797 Net income — — — 4,756 — — — 4,756 Other comprehensive income (loss), net of taxes — — — — ( 156 ) — — ( 156 ) Re-issuance of treasury stock under stock compensation plans — — — ( 342 ) — 3 102 ( 240 ) Repurchases of common stock — — — — — ( 16 ) ( 6,550 ) ( 6,550 ) Stock-based compensation — — 1,440 — — — — 1,440 Value of shares in deferred compensation plan — — — — — — 4 4 Balances at December 2, 2022 601 $ — $ 9,868 $ 28,319 $ ( 293 ) ( 139 ) $ ( 23,843 ) $ 14,051 Net income — — — 5,428 — — — 5,428 Other comprehensive income (loss), net of taxes — — — — 8 — — 8 Re-issuance of treasury stock under stock compensation plans — — — ( 401 ) — 5 126 ( 275 ) Repurchases of common stock — — — — — ( 12 ) ( 4,414 ) ( 4,414 ) Stock-based compensation — — 1,718 — — — — 1,718 Value of shares in deferred compensation plan — — — — — — 2 2 Balances at December 1, 2023 601 $ — $ 11,586 $ 33,346 $ ( 285 ) ( 146 ) $ ( 28,129 ) $ 16,518 See accompanying Notes to Consolidated Financial Statements. 55 Table of Contents ADOBE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Years Ended December 1, 2023 December 2, 2022 December 3, 2021 Cash flows from operating activities: Net income $ 5,428 $ 4,756 $ 4,822 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion 872 856 788 Stock-based compensation 1,718 1,440 1,069 Reduction of operating lease right-of-use assets 72 83 73 Deferred income taxes ( 426 ) 328 183 Unrealized losses (gains) on investments, net ( 10 ) 29 ( 4 ) Other non-cash items 3 10 7 Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: Trade receivables, net ( 159 ) ( 198 ) ( 430 ) Prepaid expenses and other assets ( 818 ) ( 94 ) ( 475 ) Trade payables ( 49 ) 66 ( 20 ) Accrued expenses and other liabilities 146 7 162 Income taxes payable ( 11 ) 19 2 Deferred revenue 536 536 1,053 Net cash provided by operating activities 7,302 7,838 7,230 Cash flows from investing activities: Purchases of short-term investments — ( 909 ) ( 1,533 ) Maturities of short-term investments 965 683 877 Proceeds from sales of short-term investments 223 270 191 Acquisitions, net of cash acquired — ( 126 ) ( 2,682 ) Purchases of property and equipment ( 360 ) ( 442 ) ( 348 ) Purchases of long-term investments, intangibles and other assets ( 53 ) ( 46 ) ( 42 ) Proceeds from sales of long-term investments and other assets 1 — — Net cash provided by (used for) investing activities 776 ( 570 ) ( 3,537 ) Cash flows from financing activities: Repurchases of common stock ( 4,400 ) ( 6,550 ) ( 3,950 ) Proceeds from re-issuance of treasury stock 314 278 291 Taxes paid related to net share settlement of equity awards ( 589 ) ( 518 ) ( 719 ) Repayment of debt ( 500 ) — — Other financing activities, net ( 7 ) ( 35 ) 77 Net cash used for financing activities ( 5,182 ) ( 6,825 ) ( 4,301 ) Effect of foreign currency exchange rates on cash and cash equivalents 9 ( 51 ) ( 26 ) Net change in cash and cash equivalents 2,905 392 ( 634 ) Cash and cash equivalents at beginning of year 4,236 3,844 4,478 Cash and cash equivalents at end of year $ 7,141 $ 4,236 $ 3,844 Supplemental disclosures: Cash paid for income taxes, net of refunds $ 1,854 $ 778 $ 843 Cash paid for interest $ 106 $ 103 $ 100 See accompanying Notes to Consolidated Financial Statements. 56 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Operations Adobe is a global technology company with a mission to change the world through personalized digital experiences. For over four decades, Adobe’s innovations have transformed how individuals, teams, businesses, enterprises, institutions, and governments engage and interact across all types of media. Our products, services and solutions are used around the world to imagine, create, manage, deliver, measure, optimize and engage with content across surfaces and fuel digital experiences. We have a diverse user base that includes consumers, communicators, creative professionals, developers, students, small and medium businesses and enterprises. We are also empowering creators by putting the power of artificial intelligence (“AI”) in their hands, and doing so in ways we believe are responsible. Our products and services help unleash creativity, accelerate document productivity and power businesses in a digital world. We have operations in the Americas; Europe, Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). Basis of Presentation The accompanying Consolidated Financial Statements include those of Adobe and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Use of Estimates In preparing Consolidated Financial Statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, we must make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Estimates are used for, but not limited to, sales allowances and programs, bad debts, stock-based compensation, determining the fair value of acquired assets and assumed liabilities, litigation and income taxes. Actual results may differ materially from these estimates. Fiscal Year Our fiscal year is a 52- or 53-week year that ends on the Friday closest to November 30. Our financial results for fiscal 2021 benefited from an extra week in the first quarter of fiscal 2021 due to our 52/53 week financial calendar whereby fiscal 2021 was a 53 -week year compared with fiscal 2023 and 2022 which were 52 -week years. Significant Accounting Policies Revenue Recognition Our revenue is derived from the sale of cloud-enabled software subscriptions, cloud-hosted offerings, term-based, royalty, and perpetual software licenses, associated software maintenance and support plans, consulting services, training and technical support. Most of our enterprise customer arrangements involve multiple promises to our customers. Revenue is recognized when a contract exists between us and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as cloud-enabled Creative Cloud and Document Cloud, accounted for as a single performance obligation. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Subscription, Product and Services Offerings We enter into revenue arrangements in which a customer may purchase a combination of our products, services and/or solutions as described above. Certain revenue arrangements provide customers with unilateral cancellation rights, or options to either renew monthly on-premise term-based licenses or use committed funds to purchase other Adobe products or services. 57 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software. Cloud-hosted subscription services may be sold on a fee-per-subscription period basis or based on consumption or usage. We recognize revenue ratably over the contractual service term, which typically ranges from 1 to 36 months, for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Fees based on a number of transactions, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service. When cloud-enabled services are highly integrated and interrelated with on-premise software, such as in our cloud-enabled Creative Cloud and Document Cloud offerings, the individual components are not considered distinct and revenue is recognized ratably over the subscription period for which the cloud-enabled services are provided. The subscription support plans related to those customer arrangements whose revenues we classify as subscription revenues represent stand-ready performance obligations. Revenue from these subscription support plans is recognized ratably over their respective contractual terms and classified as subscription revenue. Licenses for on-premise software may be purchased on a perpetual basis, as a subscription for a fixed period of time or based on usage for certain of our original equipment manufacturer (“OEM”) and royalty agreements. Revenue from non-cloud enabled on-premise licenses without unilateral cancellation rights or monthly renewal options is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as product revenue on our Consolidated Statements of Income. Revenue from on-premise term license or term licensing arrangements with unilateral cancellation rights or monthly renewal options, and any associated maintenance and support, is classified as subscription revenue. Our services and other revenue is comprised primarily of fees related to consulting, training, maintenance and support for certain on-premise licenses that are recognized at a point in time and our advertising offerings. We typically sell our consulting contracts on a time-and-materials or fixed-fee basis. These revenues are recognized as the services are performed for time-and-materials contracts and on a relative performance basis for fixed-fee contracts. Training revenues are recognized as the services are performed. Our maintenance and support offerings, which entitle customers, partners and developers to receive desktop product upgrades and enhancements or technical support, depending on the offering, are generally recognized ratably over the term of the arrangement. Our transaction-based advertising offerings, where fees are based on a number of impressions per month and invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Judgments Our contracts with customers may include multiple goods and services. For example, some of our offerings include both on-premise and/or on-device software licenses and cloud services. Determining whether the software licenses and the cloud services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment. We have concluded that the on-premise/on-device software licenses and cloud services provided in our Creative Cloud and Document Cloud subscription offerings are not distinct from each other such that revenue from each offering should be recognized ratably over the subscription period for which the cloud services are provided. In reaching this conclusion, we considered the nature of our promise to Creative Cloud and Document Cloud customers, which is to provide a complete end-to-end creative design or document workflow solution that operates seamlessly across multiple devices and teams. We fulfill this promise by providing access to a solution that integrates cloud-based and on-premise/on-device features that, together through their integration, provide functionalities, utility and workflow efficiencies that could not be obtained from either the on-premise/on-device software or cloud services on their own. 58 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Cloud-based features that are integral to our Creative Cloud and Document Cloud offerings and that work together with the on-premise/on-device software include, but are not limited to: Creative Cloud Libraries, which enable customers to access their work, settings, preferences and other assets seamlessly across desktop and mobile devices and collaborate across teams in real time; shared reviews which enable simultaneous editing and commenting of digital assets across desktop, mobile and web; automatic cloud rendering of a design which enables it to be worked on in multiple mediums; and Sensei, Adobe’s cloud-hosted artificial intelligence and machine learning framework, which enables features such as automated photo-editing, photograph content-awareness, natural language processing, optical character recognition and automated document tagging. Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available, and includes consideration of factors such as go-to-market model and geography. Individual products may have multiple values for standalone selling price depending on factors such as where they are sold and what channel they are sold through. Where standalone selling price may not be directly observable (e.g., the performance obligation is not sold separately), we maximize the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers and selling models. Capitalized costs to obtain a contract are amortized over the expected period of benefit, which we have determined, based on analysis, to be 5 years. We evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, we expense the amount as incurred, utilizing the practical expedient. We regularly evaluate whether there have been changes in the underlying assumptions and data used to determine the amortization period. When revenue arrangements include components of third-party goods and services, for example in transactions which involve resale, fulfillment or providing advertising impressions to our end customer, we evaluate whether we are the principal, and report revenues on a gross basis, or an agent, and report revenues on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer by evaluating indicators such as which party is primarily responsible for fulfilling the promise to provide the goods or services, which party has discretion in establishing price and the underlying terms and conditions between the parties to the transaction. We offer limited rights of return, rebates and price protection of our products under various policies and programs with our distributors, resellers and/or end-user customers. We estimate and record reserves for these programs as variable consideration when estimating transaction price. Returns, rebates and other offsets to transaction price are estimated at contract inception on a portfolio basis and assessed for reasonableness each reporting period when additional information becomes available. General Contract Provisions We maintain revenue reserves for rebates, rights of return and other limited price adjustments. Distributors are allowed limited rights of return of products purchased during the previous quarter. In addition, distributors are allowed to return products that have reached the end of their lives, as defined by us, and for products that are being replaced by new versions. We offer rebates to our distributors, resellers and/or end-user customers. Transaction price is reduced for these amounts based on actual performance against objectives set forth by us for a particular reporting period, such as volume and timely reporting. On a quarterly basis, the amount of revenue that is reserved is calculated based on our historical trends and data specific to each reporting period. The primary method of establishing these reserves is to review historical data from prior periods as a percent of revenue to determine a historical reserve rate. We then apply the historical rate to the current period revenue as a basis for estimating future returns. When necessary, we also provide a specific reserve in excess of portfolio-level estimated requirements. This estimate can be affected by the amount of a particular product in the channel, the rate of sell-through, product plans and other factors. Although our subscription contracts are generally non-cancellable, a limited number of customers have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term and consumers have a period of time to terminate certain agreements without penalty. In the event a customer cancels their contract, they are generally not entitled to a refund for prior services we have provided to them. Contracts that include termination rights without substantive penalty are accounted for as contracts only for the committed period. Periods of time after the right of 59 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) termination are accounted for as optional purchases when they do not represent material rights. For certain of our usage-based license agreements, typically in our royalty and OEM businesses, reporting may be received after the end of a fiscal period. In such instances, we estimate and accrue license revenue. We base our estimates on multiple factors, including historical sales information, seasonality and other business information which may impact our estimates. We do not estimate variable consideration for our sales and usage-based license royalty agreements, consistent with the associated exception for sales and usage-based royalties for the license of intellectual property under the revenue recognition standard. Property and Equipment We record property and equipment at cost less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over their estimated useful lives, generally as follows: 3 to 20 years for computers and other equipment, which includes our corporate jet, 5 years for furniture and fixtures, 15 years for building improvements and 35 years for buildings. Leasehold improvements are amortized using the straight-line method over the lesser of the remaining respective lease term or estimated useful life of the asset. Leases We determine if an arrangement is or contains a lease at contract inception. In certain of our lease arrangements, primarily those related to our data center arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether we have the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. We do not have any finance leases. Operating leases are recorded in our Consolidated Balance Sheets. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. As of December 1, 2023, our leases had remaining lease terms of up to 8 years, some of which included options to extend the lease for up to 14 years and options to terminate the lease within approximately 1 year. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. We also have one land lease that expires in 2091. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component for our facilities and data center leases. In accordance with accounting requirements, leases with an initial term of 12 months or less are recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term. Goodwill, Intangibles and Other Long-Lived Assets Goodwill is assigned to one or more reporting units on the date of acquisition. We review our goodwill for impairment annually during our second quarter of each fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of any one of our reporting units below its respective carrying amount. In performing our goodwill impairment test, we first perform a qualitative assessment, which requires that we consider events or circumstances including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit’s net assets and changes in our stock price. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. If the qualitative assessment indicates that the quantitative analysis should be performed, we then evaluate goodwill for impairment by comparing the fair value of each of our reporting units to its carrying value, including the associated goodwill. To determine the fair values, we use the equal weighting of the market approach based on comparable publicly traded 60 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) companies in similar lines of businesses and the income approach based on estimated discounted future cash flows. Our cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. We completed our annual goodwill impairment test in the second quarter of fiscal 2023. We determined, after performing a qualitative review of each reporting unit, that it is more likely than not that the fair value of each of our reporting units substantially exceeds the respective carrying amounts. Accordingly, there was no indication of impairment and the quantitative goodwill impairment test was not performed. We did not identify any events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test during the fiscal year. We amortize intangible assets with finite lives over their estimated useful lives and review them for impairment whenever an impairment indicator exists. We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including our intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on any excess of the carrying amount over the fair value of the assets. We did not recognize any intangible asset impairment charges for all periods presented. Our intangible assets are amortized over their estimated useful lives ranging from 3 to 14 years. Amortization is based on the pattern in which the economic benefits of the intangible asset will be consumed or on a straight-line basis when the consumption pattern is not apparent. The weighted average useful lives of our intangible assets were as follows: Weighted Average Useful Life (years ) Customer contracts and relationships 10 Purchased technology 5 Trademarks 9 Other 7 Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Significant judgment is required in determining our current provision for income taxes and deferred tax assets or liabilities. We record a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. Our assumptions, judgments and estimates relative to the current provision for income taxes take into account our interpretation and application of current tax laws and possible outcomes of current and future examinations conducted by domestic and foreign tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and associated reserves. Our policy is to record interest and penalties related to unrecognized tax benefits in income tax expense. Taxes Collected from Customers We net taxes collected from customers against those remitted to government authorities in our financial statements. Accordingly, taxes collected from customers are not reported as revenue. 61 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Treasury Stock Prepayments made for repurchases of our common stock are classified as treasury stock on our Consolidated Balance Sheets and only shares physically delivered to us by each period end are excluded from the computation of net income per share. We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital in our Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of additional paid-in-capital to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in additional paid-in-capital, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Consolidated Balance Sheets. Advertising Expenses Advertising costs are expensed as incurred. Advertising expenses for fiscal 2023, 2022 and 2021 were $ 970 million, $ 1.04 billion and $ 865 million, respectively. Foreign Currency Translation We translate assets and liabilities of foreign subsidiaries, whose functional currency is their local currency, at exchange rates in effect at the balance sheet date. We translate revenue and expenses at the monthly average exchange rates. We include accumulated net translation adjustments in stockholders’ equity as a component of accumulated other comprehensive income (loss). Derivative Financial Instruments In countries outside the United States, we transact business in U.S. Dollars and in various other currencies. We may use foreign exchange option contracts and forward contracts to hedge a portion of our forecasted foreign currency denominated revenue and expenses primarily in Euros, British Pounds, Japanese Yen, Australian Dollars and Indian Rupees. Additionally, we hedge our net recognized foreign currency monetary assets and liabilities with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. We recognize all derivative instruments as either assets or liabilities in our Consolidated Balance Sheets and measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. Contracts that do not qualify for hedge accounting are adjusted to fair value through earnings. Gains and losses related to changes in the fair value of foreign exchange forward contracts which hedge certain balance sheet positions are recorded each period as a component of other income (expense), net in our Consolidated Statements of Income. Foreign exchange option contracts and forward contracts hedging forecasted foreign currency revenue and expenses and Treasury lock agreements are designated as cash flow hedges with gains and losses recorded net of tax as a component of accumulated other comprehensive income (loss) in our Consolidated Balance Sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue, foreign currency expense or Treasury lock cash flow hedge to revenue, operating expense or interest expense, as applicable. Concentration of Risk Financial instruments that potentially subject us to concentrations of credit risk are short-term fixed-income investments, structured repurchase transactions, foreign currency and interest rate hedge contracts and trade receivables. Our investment portfolio consists of investment-grade securities diversified among security types, industries and issuers. Our cash and investments are held and primarily managed by recognized financial institutions that follow our investment policy. Our policy limits the amount of credit exposure to any one security issue or issuer and we believe no significant concentration of credit risk exists with respect to these investments. We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We also enter into collateral security agreements with certain of our counterparties 62 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds. Credit risk in receivables is limited to OEMs, dealers and distributors of hardware and software products to the retail market, customers to whom we license software directly and our SaaS offerings. A credit review is completed for our new distributors, dealers and OEMs. We also perform ongoing credit evaluations of our customers’ financial condition and require letters of credit or other guarantees, whenever deemed necessary. The credit limit given to the customer is based on our risk assessment of their ability to pay, country risk and other factors and is not contingent on the resale of the product or on the collection of payments from their customers. Certain contracts with advertising agencies contain sequential liability provisions, under which the agency is not required to pay until payment is received from the agency’s customers. In these circumstances, we evaluate the credit-worthiness of the agency’s customers in addition to the agency itself. If we license our software or provide SaaS services to a customer where we have a reason to believe the customer’s ability and intention to pay is not probable, the arrangement is not considered to be a revenue contract. Accordingly, we will not recognize any consideration received as revenue until termination or substantive completion of the services. Adopted Accounting Guidance and Accounting Pronouncements Not Yet Effective In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during fiscal 2023 that are of significance or potential significance to us. NOTE 2. REVENUE Segment Information We report segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. Our Chief Executive Officer, the chief operating decision maker, reviews revenue and gross margin information for each of our reportable segments, but does not review operating expenses on a segment by segment basis. In addition, with the exception of goodwill, we do not identify or allocate our assets by the reportable segments. Our business is organized into the following reportable segments: • Digital Media —Our Digital Media segment provides products and services that enable individuals, teams, businesses, and enterprises to create, publish and promote their content anywhere and accelerate their productivity by transforming how they view, share, engage with and collaborate on documents and creative content. Our customers include creative professionals, including photographers, video editors, graphic and experience designers and game developers; communicators, including content creators, students, marketers and knowledge workers; and consumers. • Digital Experience —Our Digital Experience segment provides an integrated platform and set of products, services and solutions that enable businesses to create, manage, execute, measure, monetize and optimize customer experiences that span from analytics to commerce. Our customers include marketers, advertisers, agencies, publishers, merchandisers, merchants, web analysts, data scientists, developers and executives across the C-suite. • Publishing and Advertising —Our Publishing and Advertising segment contains legacy products and services that address diverse market opportunities, including eLearning solutions, technical document publishing, web conferencing, document and forms platform, web app development, high-end printing and our Adobe Advertising offerings. 63 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Our segment revenue and results for fiscal 2023, 2022 and 2021 were as follows: (dollars in millions) Digital Media Digital Experience Publishing and Advertising Total Fiscal 2023 Revenue $ 14,216 $ 4,893 $ 300 $ 19,409 Cost of revenue 665 1,603 86 2,354 Gross profit $ 13,551 $ 3,290 $ 214 $ 17,055 Gross profit as a percentage of revenue 95 % 67 % 71 % 88 % Fiscal 2022 Revenue $ 12,842 $ 4,422 $ 342 $ 17,606 Cost of revenue 561 1,502 102 2,165 Gross profit $ 12,281 $ 2,920 $ 240 $ 15,441 Gross profit as a percentage of revenue 96 % 66 % 70 % 88 % Fiscal 2021 Revenue $ 11,520 $ 3,867 $ 398 $ 15,785 Cost of revenue 429 1,321 115 1,865 Gross profit $ 11,091 $ 2,546 $ 283 $ 13,920 Gross profit as a percentage of revenue 96 % 66 % 71 % 88 % We generally categorize revenue by geographic area based on where the customer manages their utilization of our offerings. Revenue by geographic area for fiscal 2023, 2022 and 2021 were as follows: (in millions) 2023 2022 2021 Americas: United States $ 10,460 $ 9,217 $ 8,104 Other 1,194 1,034 892 Total Americas 11,654 10,251 8,996 EMEA 4,881 4,593 4,252 APAC 2,874 2,762 2,537 Revenue $ 19,409 $ 17,606 $ 15,785 Revenue by major offerings in our Digital Media reportable segment for fiscal 2023, 2022 and 2021 were as follows: (in millions) 2023 2022 2021 Creative Cloud $ 11,517 $ 10,459 $ 9,546 Document Cloud 2,699 2,383 1,974 Total Digital Media revenue $ 14,216 $ 12,842 $ 11,520 Subscription revenue by segment for fiscal 2023, 2022 and 2021 were as follows: (in millions) 2023 2022 2021 Digital Media $ 13,838 $ 12,385 $ 11,048 Digital Experience 4,331 3,880 3,379 Publishing and Advertising 115 123 146 Total subscription revenue $ 18,284 $ 16,388 $ 14,573 64 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Contract Balances Trade Receivables A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the license or service to the customer. Included in trade receivables on the Consolidated Balance Sheets are unbilled receivable balances which have not yet been invoiced, and are typically related to license revenue or services which are delivered prior to invoicing. As of December 1, 2023, the balance of trade receivables, net of allowances for doubtful accounts, was $ 2.22 billion, inclusive of unbilled receivables of $ 80 million. As of December 2, 2022, the balance of trade receivables, net of allowance for doubtful accounts, was $ 2.07 billion, inclusive of unbilled receivables of $ 93 million. Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts which reflects our best estimate of potentially uncollectible trade receivables and is based on both specific and general reserves. We maintain general reserves on a collective basis by considering factors such as historical experience, credit-worthiness, the age of the trade receivable balances, current economic conditions and a reasonable and supportable forecast of future economic conditions. The allowance for doubtful accounts was $ 16 million and $ 23 million as of December 1, 2023 and December 2, 2022, respectively. Contract Assets A contract asset is recognized when a conditional right to consideration exists and transfer of control has occurred. Contract assets are typically related to subscription and hosted service contracts where the transaction price allocated to the satisfied performance obligations exceeds the value of billings to date. Contract assets are included in prepaid expenses and other current assets for the current portion and other assets for the long-term portion on the Consolidated Balance Sheets. We regularly review contract asset balances for impairment, considering factors such as historical experience, credit-worthiness, age of the balance, current economic conditions and a reasonable and supportable forecast of future economic conditions. Contract asset impairments were not material in fiscal 2023 and 2022. Contract assets were $ 141 million and $ 97 million as of December 1, 2023 and December 2, 2022, respectively. Deferred Revenue and Remaining Performance Obligations Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and refundable customer deposits. Deferred revenue is recognized as revenue when transfer of control to customers has occurred. Customers are typically invoiced for these agreements in regular installments and revenue is recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity within the quarter. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from our customers. Any potential financing fees are considered insignificant in the context of our contracts. As of December 1, 2023, the balance of deferred revenue was $ 5.95 billion, which includes $ 115 million of refundable customer deposits. Refundable customer deposits represent arrangements in which the customer has a unilateral cancellation right for which we are obligated to refund amounts paid related to products or services not yet delivered or provided at the time of cancellation on a prorated basis. Arrangements with some of our enterprise customers with non-cancellable and non-refundable committed funds provide options to either renew monthly on-premise term-based licenses or use some or all funds to purchase other Adobe products or services. Non-cancellable and non-refundable committed funds related to these agreements comprised approximately 5 % of the total deferred revenue. 65 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 2, 2022, the balance of deferred revenue was $ 5.41 billion. Significant movements in the deferred revenue balance during the period consisted of increases due to payments received prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenue recognized in the period. During the year ended December 1, 2023, approximately $ 5.24 billion of revenue was recognized that was included in the balance of deferred revenue as of December 2, 2022. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including the timing of renewals and average contract term. We applied practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, sales and usage-based royalties not yet consumed and any estimated amounts of variable consideration that are subject to constraint. Remaining performance obligations were approximately $ 17.22 billion as of December 1, 2023. Non-cancellable and non-refundable committed funds related to some of our enterprise customer agreements referred to in the paragraph above comprised approximately 5 % of the total remaining performance obligations. Approximately 69 % of the remaining performance obligations, excluding the aforementioned enterprise customer agreements, are expected to be recognized over the next 12 months with the remainder recognized thereafter. Contract Acquisition Costs We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. The costs capitalized are primarily sales commissions paid to our sales force personnel. Capitalized costs may also include portions of fringe benefits and payroll taxes associated with compensation for incremental costs to acquire customer contracts and incentive payments to partners. Capitalized costs to obtain a contract are amortized over the expected period of benefit, which we have determined, based on analysis, to be 5 years. Amortization of capitalized costs are included in sales and marketing expense in our Consolidated Statements of Income. During fiscal 2023, 2022 and 2021, we amortized $ 254 million, $ 238 million and $ 212 million of capitalized contract acquisition costs into sales and marketing expense, respectively. We did not incur any impairment losses for all periods presented. Capitalized contract acquisition costs were $ 656 million and $ 629 million as of December 1, 2023 and December 2, 2022, of which $ 422 million and $ 406 million was long-term and included in other assets in the Consolidated Balance Sheets, respectively. The remaining balance of the capitalized costs to obtain contracts was current and included in prepaid expenses and other current assets. Refund Liabilities We record refund liabilities for amounts that may be subject to future refunds, which include sales returns reserves and customer rebates and credits. Refund liabilities are included in accrued expenses on the Consolidated Balance Sheets. Refund liabilities were $ 111 million and $ 106 million as of December 1, 2023 and December 2, 2022, respectively. Significant Customers For all periods presented, there were no customers that represented at least 10% of net revenue or that were responsible for over 10% of our trade receivables. 66 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 3. ACQUISITIONS Figma On September 15, 2022, we entered into a definitive merger agreement under which we intended to acquire Figma, Inc. (“Figma”) for approximately $ 20 billion, comprised of approximately half cash and half stock. On December 17, 2023, we entered into a mutual termination agreement with Figma to terminate the proposed merger. In accordance with the terms of the termination agreement, on December 20, 2023, we paid Figma a termination fee of $ 1 billion, which we recorded in operating expenses in the first quarter of fiscal year 2024. Frame.io On October 7, 2021, we completed the acquisition of Frame.io, a privately held company that provides a cloud-based video collaboration platform, for approximately $ 1.24 billion, primarily in cash consideration. The financial results of Frame.io have been included in our Consolidated Financial Statements since the date of the acquisition. Frame.io is reported as part of our Digital Media reportable segment. The table below represents the final purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their respective estimated fair values as of October 7, 2021. (dollars in millions) Amount Weighted Average Useful Life (years) Purchased technology $ 331 4 In-process research and development (1) 19 N/A Trademarks 4 3 Customer contracts and relationships 3 10 Total identifiable intangible assets 357 Net liabilities assumed ( 36 ) N/A Goodwill (2) 915 N/A Total purchase price $ 1,236 _________________________________________ (1) Capitalized as purchased technology and considered indefinite lived until the completion or abandonment of the associated research and development efforts. (2) Non-deductible for tax purposes. Workfront On December 7, 2020, we completed the acquisition of Workfront, a privately held company that provides a workflow platform, for approximately $ 1.52 billion in cash consideration. The financial results of Workfront have been included in our Consolidated Financial Statements since the date of the acquisition. Workfront is reported as part of our Digital Experience reportable segment. 67 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The table below represents the final purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their respective estimated fair values as of December 7, 2020. (dollars in millions) Amount Weighted Average Useful Life (years) Customer contracts and relationships $ 290 10 Purchased technology 100 3 Backlog 40 2 Trademarks 30 5 Total identifiable intangible assets 460 Net liabilities assumed ( 31 ) N/A Goodwill (1) 1,095 N/A Total purchase price $ 1,524 _________________________________________ (1) Non-deductible for tax purposes. NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Cash equivalents consist of highly liquid marketable securities with remaining maturities of three months or less at the date of purchase. We classify our investments in marketable debt securities as “available-for-sale.” We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and unrealized non-credit-related losses of marketable debt securities are included in accumulated other comprehensive income, net of taxes, in our Consolidated Balance Sheets. Unrealized credit-related losses are recorded to other income (expense), net in our Consolidated Statements of Income with a corresponding allowance for credit-related losses in our Consolidated Balance Sheets. Gains and losses are determined using the specific identification method and recognized when realized in our Consolidated Statements of Income. Cash, cash equivalents and short-term investments consisted of the following as of December 1, 2023: (in millions) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current assets: Cash $ 618 $ — $ — $ 618 Cash equivalents: Money market funds 6,498 — — 6,498 Time deposits 25 — — 25 Total cash equivalents 6,523 — — 6,523 Total cash and cash equivalents 7,141 — — 7,141 Short-term fixed income securities: Asset-backed securities 15 — — 15 Corporate debt securities 438 — ( 4 ) 434 U.S. agency securities 13 — ( 1 ) 12 U.S. Treasury securities 247 — ( 7 ) 240 Total short-term investments 713 — ( 12 ) 701 Total cash, cash equivalents and short-term investments $ 7,854 $ — $ ( 12 ) $ 7,842 68 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Cash, cash equivalents and short-term investments consisted of the following as of December 2, 2022: (in millions) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current assets: Cash $ 657 $ — $ — $ 657 Cash equivalents: Corporate debt securities 39 — — 39 Money market funds 3,479 — — 3,479 Time deposits 61 — — 61 Total cash equivalents 3,579 — — 3,579 Total cash and cash equivalents 4,236 — — 4,236 Short-term fixed income securities: Asset-backed securities 98 — ( 1 ) 97 Corporate debt securities 1,290 — ( 24 ) 1,266 Foreign government securities 5 — — 5 Municipal securities 24 — — 24 U.S. agency securities 34 — — 34 U.S. Treasury securities 450 — ( 16 ) 434 Total short-term investments 1,901 — ( 41 ) 1,860 Total cash, cash equivalents and short-term investments $ 6,137 $ — $ ( 41 ) $ 6,096 See Note 5 for further information regarding the fair value of our financial instruments. The following table summarizes the estimated fair value of short-term fixed income debt securities classified as short-term investments based on stated effective maturities as of December 1, 2023: (in millions) Estimated Fair Value Due within one year $ 472 Due between one and two years 220 Due between two and three years 9 Total $ 701 We review our debt securities classified as short-term investments on a regular basis for impairment. For debt securities in unrealized loss positions, we determine whether any portion of the decline in fair value below the amortized cost basis is due to credit-related factors if we neither intend to sell nor anticipate that it is more likely than not that we will be required to sell prior to recovery of the amortized cost basis. We consider factors such as the extent to which the market value has been less than the cost, any noted failure of the issuer to make scheduled payments, changes to the rating of the security and other relevant credit-related factors in determining whether or not a credit loss exists. During fiscal 2023 and 2022, we did not recognize an allowance for credit-related losses on any of our investments. 69 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 5. FAIR VALUE MEASUREMENTS Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis The fair value of our financial assets and liabilities at December 1, 2023 was determined using the following inputs: (in millions) Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Assets: Cash equivalents: Money market funds $ 6,498 $ 6,498 $ — $ — Time deposits 25 25 — — Short-term investments: Asset-backed securities 15 — 15 — Corporate debt securities 434 — 434 — U.S. agency securities 12 — 12 — U.S. Treasury securities 240 — 240 — Prepaid expenses and other current assets: Foreign currency derivatives 52 — 52 — Other assets: Deferred compensation plan assets 206 206 — — Total assets $ 7,482 $ 6,729 $ 753 $ — Liabilities: Accrued expenses: Foreign currency derivatives $ 4 $ — $ 4 $ — 70 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The fair value of our financial assets and liabilities at December 2, 2022 was determined using the following inputs: (in millions) Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Assets: Cash equivalents: Corporate debt securities $ 39 $ — $ 39 $ — Money market funds 3,479 3,479 — — Time deposits 61 61 — — Short-term investments: Asset-backed securities 97 — 97 — Corporate debt securities 1,266 — 1,266 — Foreign government securities 5 — 5 — Municipal securities 24 — 24 — U.S. agency securities 34 — 34 — U.S. Treasury securities 434 — 434 — Prepaid expenses and other current assets: Foreign currency derivatives 51 — 51 — Other assets: Deferred compensation plan assets 160 160 — — Total assets $ 5,650 $ 3,700 $ 1,950 $ — Liabilities: Accrued expenses: Foreign currency derivatives $ 15 $ — $ 15 $ — See Note 4 for further information regarding the fair value of our financial instruments. Our fixed income available-for-sale debt securities consist of high quality, investment grade securities from diverse issuers with a weighted average credit rating of AA-. We value these securities based on pricing from independent pricing vendors who use matrix pricing valuation techniques including market approach methodologies that model information generated by market transactions involving identical or comparable assets, as well as discounted cash flow methodologies. Inputs include quoted prices in active markets for identical assets or inputs other than quoted prices that are observable either directly or indirectly in determining fair value, including benchmark yields, issuer spreads off benchmark yields, interest rates and U.S. Treasury or swap curves. We therefore categorize all of our fixed income available-for-sale securities as Level 2. We perform routine procedures such as comparing prices obtained from multiple independent sources to ensure that appropriate fair values are recorded. The fair values of our money market funds, time deposits and deferred compensation plan assets, which consist of money market and other mutual funds, are based on quoted prices in active markets at the measurement date. Our over-the-counter foreign currency derivatives are valued using pricing models and discounted cash flow methodologies based on observable foreign exchange and interest rate data at the measurement date. Our other current financial assets and current financial liabilities have fair values that approximate their carrying values. 71 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The fair value of our senior notes was $ 3.39 billion as of December 1, 2023, based on observable market prices in less active markets and categorized as Level 2. See Note 17 for further details regarding our debt. NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS We may use derivatives to partially offset our business exposure to foreign currency and interest rate risk on expected future cash flows, and certain existing assets and liabilities. We do not use any of our derivative instruments for trading purposes. We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We do not offset fair value amounts recognized for derivative instruments under master netting arrangements. We also enter into collateral security agreements with certain of our counterparties to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds. Collateral posted is included in prepaid expenses and other current assets and collateral received is included in accrued expenses on our Consolidated Balance Sheets. Cash Flow Hedges In countries outside the United States, we transact business in U.S. Dollars and in various other currencies. We may use foreign exchange option contracts and forward contracts to hedge a portion of our forecasted foreign currency denominated revenue and expenses. These foreign exchange contracts, carried at fair value, have maturities of up to 12 months. As of December 1, 2023 and December 2, 2022, total notional amounts of outstanding cash flow hedges were $ 2.83 billion and $ 2.43 billion, respectively, hedging exposures denominated in Euros, Indian Rupees, British Pounds, Japanese Yen and Australian Dollars. In June 2019, we entered into Treasury lock agreements with large financial institutions which fixed benchmark U.S. Treasury rates for an aggregate notional amount of $ 1 billion of our future debt issuance. These derivative instruments hedged the impact of changes in the benchmark interest rate to future interest payments and were settled upon debt issuance in the first quarter of fiscal 2020. We incurred a loss related to the settlement of the instruments which is amortized to interest expense over the term of our debt due February 1, 2030. See Note 17 for further details regarding our debt. As of December 1, 2023, we had net derivative losses on our foreign exchange option contracts expected to be recognized within the next 18 months, of which $ 9 million of losses are expected to be recognized into revenue within the next 12 months. In addition, we had net derivative gains of $ 1 million on our foreign exchange forward contracts, which are expected to be recognized into operating expenses within the next 12 months.We also had net derivative losses on our Treasury lock agreements, of which $ 5 million is expected to be recognized into interest expense within the next 12 months. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. We record changes in fair value of these cash flow hedges in accumulated other comprehensive income (loss) in our Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue, foreign currency expense or Treasury lock cash flow hedge to revenue, operating expense or interest expense, as applicable. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to the same income statement line item as the hedged item. We evaluate hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. If we do not elect hedge accounting, or the contract does not qualify for hedge accounting treatment, the changes in fair value from period to period are recorded in the same income statement line item as the hedged item. For fiscal 2023, 2022 and 2021, there were no net gains or losses recognized in income relating to hedges of forecasted transactions that did not occur. 72 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Non-Designated Hedges Our derivatives not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets and liabilities denominated in non-functional currencies. The changes in fair value of these contracts are recorded to other income (expense), net in our Consolidated Statements of Income. Changes in the fair value of the underlying assets and liabilities associated with the hedged risk are generally offset by the changes in the fair value of the related contracts. As of December 1, 2023, total notional amounts of outstanding foreign currency forward contracts hedging monetary assets and liabilities were $ 998 million, primarily hedging exposures denominated in Euros, Indian Rupees, British Pounds and Australian Dollars. As of December 2, 2022, total notional amounts of outstanding contracts were $ 814 million, primarily hedging exposures denominated in Euros, British Pounds, Indian Rupees and Australian Dollars. At December 1, 2023 and December 2, 2022, the outstanding balance sheet hedging derivatives had maturities of 180 days or less. Fair value asset derivatives are included in prepaid expenses and other current assets and fair value liability derivatives are included in accrued expenses on our Consolidated Balance Sheets. The fair value of derivative instruments on our Consolidated Balance Sheets as of December 1, 2023 and December 2, 2022 were as follows: (in millions) 2023 2022 Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives Derivatives designated as hedging instruments: Foreign exchange option contracts $ 42 $ — $ 36 $ — Foreign exchange forward contracts 1 — — 7 Derivatives not designated as hedging instruments: Foreign exchange forward contracts 9 4 15 8 Total derivatives $ 52 $ 4 $ 51 $ 15 Gains (losses) on derivative instruments, net of tax, recognized in our Consolidated Statements of Comprehensive Income for fiscal 2023, 2022 and 2021 were as follows: (in millions) 2023 2022 2021 Derivatives in cash flow hedging relationships: Foreign exchange option contracts $ ( 17 ) $ 144 $ 69 Foreign exchange forward contracts $ 5 $ ( 5 ) $ — The effects of derivative instruments on our Consolidated Statements of Income for fiscal 2023, 2022 and 2021 were as follows: (in millions) Financial Statement Classification 2023 2022 2021 Derivatives in cash flow hedging relationships: Foreign exchange option contracts Net gain (loss) reclassified from accumulated OCI into income Revenue $ 41 $ 176 $ ( 16 ) Foreign exchange forward contracts Net gain (loss) reclassified from accumulated OCI into income Operating expenses $ ( 2 ) $ — $ — Treasury lock Net gain (loss) reclassified from accumulated OCI into income Interest expense $ ( 5 ) $ ( 4 ) $ ( 4 ) Derivatives not designated as hedging relationships: Foreign exchange forward contracts Other income (expense), net $ 12 $ ( 29 ) $ ( 3 ) 73 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 7. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following as of December 1, 2023 and December 2, 2022: (in millions) 2023 2022 Computers and other equipment $ 1,490 $ 1,352 Buildings 1,069 555 Building improvements 591 347 Leasehold improvements 275 259 Furniture and fixtures 171 145 Land 163 144 Capital projects in-progress 2 675 Total 3,761 3,477 Less: Accumulated depreciation and amortization ( 1,731 ) ( 1,569 ) Property and equipment, net $ 2,030 $ 1,908 Depreciation and amortization expense of property and equipment for fiscal 2023, 2022 and 2021 was $ 235 million, $ 189 million and $ 207 million, respectively. Property and equipment, net, by geographic area as of December 1, 2023 and December 2, 2022 was as follows: (in millions) 2023 2022 Americas: United States $ 1,740 $ 1,690 Other 1 1 Total Americas 1,741 1,691 EMEA 87 69 APAC 202 148 Property and equipment, net $ 2,030 $ 1,908 NOTE 8. GOODWILL AND OTHER INTANGIBLES Goodwill by reportable segment and activity was as follows: (in millions) Digital Media Digital Experience Publishing and Advertising Total Goodwill Balances at December 3, 2021 $ 3,731 $ 8,539 $ 398 $ 12,668 Acquisitions 161 — — 161 Foreign currency translation ( 3 ) ( 39 ) — ( 42 ) Balances at December 2, 2022 $ 3,889 $ 8,500 $ 398 $ 12,787 Foreign currency translation 1 17 — 18 Balances at December 1, 2023 $ 3,890 $ 8,517 $ 398 $ 12,805 74 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Other intangibles, net, as of December 1, 2023 and December 2, 2022 were as follows: (in millions) 2023 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer contracts and relationships $ 1,204 $ ( 619 ) $ 585 $ 1,204 $ ( 495 ) $ 709 Purchased technology 984 ( 647 ) 337 1,060 ( 530 ) 530 Trademarks 376 ( 217 ) 159 375 ( 172 ) 203 Other 22 ( 15 ) 7 61 ( 54 ) 7 Other intangibles, net $ 2,586 $ ( 1,498 ) $ 1,088 $ 2,700 $ ( 1,251 ) $ 1,449 Amortization expense related to other intangibles was $ 375 million, $ 405 million and $ 354 million for fiscal 2023, 2022 and 2021 respectively. Of these amounts, $ 207 million, $ 236 million and $ 181 million were included in cost of sales for fiscal 2023, 2022 and 2021 respectively. Other intangibles are amortized over their estimated useful lives of 3 to 14 years. As of December 1, 2023, the estimated aggregate amortization expense for each of the five succeeding fiscal years was as follows: (in millions) Fiscal Year Other Intangibles (1) 2024 $ 334 2025 299 2026 146 2027 105 2028 62 Thereafter 122 Total expected amortization expense $ 1,068 _________________________________________ (1) Excludes capitalized in-process research and development which is considered indefinite lived until the completion or abandonment of the associated research and development efforts. NOTE 9. ACCRUED EXPENSES Accrued expenses as of December 1, 2023 and December 2, 2022 consisted of the following: (in millions) 2023 2022 Accrued bonuses $ 547 $ 489 Accrued compensation and benefits 535 485 Accrued corporate marketing 132 154 Sales and use taxes 122 117 Refund liabilities 111 106 Other 495 439 Accrued expenses $ 1,942 $ 1,790 Other primarily includes general business accruals, royalties payable, accrued hosting fees and derivative collateral liabilities. 75 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 10. INCOME TAXES Income before income taxes for fiscal 2023, 2022 and 2021 consisted of the following: (in millions) 2023 2022 2021 Domestic $ 3,465 $ 1,958 $ 1,736 Foreign 3,334 4,050 3,969 Income before income taxes $ 6,799 $ 6,008 $ 5,705 The provision for income taxes for fiscal 2023, 2022 and 2021 consisted of the following: (in millions) 2023 2022 2021 Current: United States federal $ 1,198 $ 465 $ 391 Foreign 335 329 197 State and local 260 132 103 Total current 1,793 926 691 Deferred: United States federal ( 556 ) ( 45 ) ( 148 ) Foreign 227 360 359 State and local ( 93 ) 11 ( 19 ) Total deferred ( 422 ) 326 192 Provision for income taxes $ 1,371 $ 1,252 $ 883 Reconciliation of Provision for Income Taxes Total income tax expense differed from the income tax expense computed at the U.S. federal statutory rate of 21 % as a result of the following: (in millions) 2023 2022 2021 Tax expense computed at U.S. federal statutory rate $ 1,428 $ 1,262 $ 1,198 Tax credits ( 130 ) ( 116 ) ( 149 ) Effects of non-U.S. operations ( 116 ) ( 7 ) ( 23 ) Tax settlements ( 14 ) ( 14 ) ( 58 ) State tax expense, net of federal benefit 132 113 66 Stock-based compensation 29 — ( 157 ) Other 42 14 6 Provision for income taxes $ 1,371 $ 1,252 $ 883 76 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Deferred Tax Assets and Liabilities The tax effects of the temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 1, 2023 and December 2, 2022 were as follows: (in millions) 2023 2022 Deferred tax assets: Capitalized expenses $ 984 $ 298 Intangible assets 320 653 Credit carryforwards 366 333 Reserves and accruals 125 98 Operating lease liabilities 97 104 Stock-based compensation 65 108 Net operating loss carryforwards of acquired companies 44 88 Benefits relating to tax positions 68 56 Other 48 41 Total gross deferred tax assets 2,117 1,779 Valuation allowance ( 405 ) ( 402 ) Total deferred tax assets 1,712 1,377 Deferred tax liabilities: Acquired intangible assets 263 354 Prepaid expenses 107 110 Operating lease right-of-use assets 89 97 Depreciation and amortization 77 67 Total deferred tax liabilities 536 628 Net deferred tax assets $ 1,176 $ 749 Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. As of December 1, 2023, we had state net operating loss and tax credit carryforwards of approximately $ 446 million and $ 352 million, respectively. We also had federal tax credit carryforwards of approximately $ 80 million. The majority of the state tax credits can be carried forward indefinitely, and the remaining net operating loss and tax credit carryforwards will expire in various years from fiscal 2024 through 2040. Certain net operating loss and tax credit carryforwards are subject to an annual limitation and/or are reduced by a valuation allowance. The net carrying amount of such assets is expected to be fully realized. In assessing the realizability of deferred tax assets, management determined that it is more likely than not that we will not fully realize certain available tax assets in domestic and foreign jurisdictions. Deferred tax assets are offset by a valuation allowance to the extent it is more likely than not that they are not expected to be realized. As of December 1, 2023, we continue to maintain a valuation allowance of $ 405 million primarily related to certain state credits. For fiscal 2023, the increase in the valuation allowance was $ 3 million. As we repatriate foreign earnings for use in the United States, the distributions will generally be exempt from federal income taxes. As of December 1, 2023, the cumulative amount of foreign earnings considered permanently reinvested upon which taxes have not been provided, and the corresponding unrecognized deferred tax liability, was not material. 77 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounting for Uncertainty in Income Taxes During fiscal 2023 and 2022, the aggregate changes in our total gross amount of unrecognized tax benefits were as follows: (in millions) 2023 2022 Beginning balance $ 321 $ 289 Gross increases in unrecognized tax benefits – prior year tax positions 103 20 Gross decreases in unrecognized tax benefits – prior year tax positions ( 9 ) ( 18 ) Gross increases in unrecognized tax benefits – current year tax positions 108 53 Lapse of statute of limitations ( 14 ) ( 4 ) Tax settlements ( 13 ) ( 18 ) Foreign exchange gains and losses 5 ( 1 ) Ending balance $ 501 $ 321 Our policy is to record interest and penalties related to uncertain tax positions within the provision for income taxes. As of December 1, 2023 and December 2, 2022, the combined amounts of accrued interest and penalties included in long-term income taxes payable related to tax positions taken on our tax returns were not material. While we file federal, state and local income tax returns globally, our major tax jurisdictions are Ireland, California and the United States. We are subject to the examination of our income tax returns by various domestic and foreign tax authorities with 2019 being the earliest fiscal year open for examination in all of our major tax jurisdictions. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that may result from these examinations. While we believe our tax estimates are reasonable, we cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our financial position and results of operations. The timing of the resolution of income tax examinations is highly uncertain as are the amounts and timing of tax payments that are part of any audit settlement process. These events could cause large fluctuations in the balance sheet classification of our tax assets and liabilities. We believe that within the next 12 months, it is reasonably possible that either certain audits will conclude or statutes of limitations on certain income tax examination periods will expire, or both. Although the timing of resolution, settlement and closing of audits is not certain, it is reasonably possible that the underlying unrecognized tax benefits may decrease by up to $ 60 million over the next 12 months. NOTE 11. BENEFIT PLANS Retirement Savings Plan The Adobe Inc. 401(k) Retirement Savings Plan, qualified under Section 401(k) of the Internal Revenue Code, is a retirement savings plan covering substantially all of our U.S. employees. Under the plan, eligible employees may contribute up to 65 % of their pretax or after-tax salary, subject to the IRS annual contribution limits. In fiscal 2023, we matched 50 % of the first 6 % of the employee’s eligible compensation. We contributed $ 85 million, $ 76 million and $ 64 million in fiscal 2023, 2022 and 2021, respectively. We are under no obligation to continue matching future employee contributions and, at our discretion, may change our practices at any time. Deferred Compensation Plan The Adobe Inc. Deferred Compensation Plan is an unfunded, non-qualified, deferred compensation arrangement under which certain executives are able to defer a portion of their annual compensation. Participants may elect to contribute up to 75 % of their base salary and 100 % of other specified compensation, including commissions and bonuses. Members of the Board of Directors are also eligible to participate and are able to defer their directors’ fees and elect cash benefit distributions in the same manner as executives. Additionally, members of the Board are permitted to defer equity awards. Participants are able to elect the payment of benefits to begin on a specified date at least three years after the end of the plan year in which election is made or, with respect to equity awards, vests. For cash benefit elections, distributions are made in cash in the form of a lump sum, or 78 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) five, ten, or fifteen-year annual installments. For equity award elections, distributions are made in stock in the form of a lump sum payment only. Certain deferred compensation is invested in money market and other mutual funds and subsequently recorded as other assets on our Consolidated Balance Sheets, with corresponding unrealized holding gains and losses recorded as investment gains (losses) in our Consolidated Statements of Income. Undistributed deferred compensation is recorded as long-term liabilities on our Consolidated Balance Sheets. As of December 1, 2023 and December 2, 2022, the invested amounts under the plan totaled $ 206 million and $ 160 million, respectively. As of December 1, 2023 and December 2, 2022, undistributed deferred compensation due to participants totaled $ 222 million and $ 178 million, respectively. NOTE 12. STOCK-BASED COMPENSATION Our stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for employees, officers and directors, and to align stockholder and employee interests. We have the following stock-based compensation plans and programs: Restricted Stock Units and Performance Share Programs We grant restricted stock units and performance share awards to eligible employees under our 2019 Equity Incentive Plan (“2019 Plan”). Restricted stock units generally vest over four years . Certain grants have other vesting periods approved by the Executive Compensation Committee of our Board of Directors (the “ECC”). As of December 1, 2023, we had reserved 64.0 million shares of our common stock for issuance under our 2019 Plan and had 34.3 million shares available for grant. Our Performance Share Programs aim to help focus key employees on building stockholder value, provide significant award potential for achieving outstanding company performance and enhance our ability to attract and retain highly talented and competent individuals. The ECC approves the terms of each of our Performance Share Programs, including the award calculation methodology. In January 2023, the ECC approved the 2023 Performance Share Program. Shares outstanding under our 2023 and 2022 Performance Share Programs may be earned based on the achievement of (i) an objective relative total stockholder return measured over a three-year performance period, as well as (ii) revenue-based financial metrics measured over three one-year performance periods. Each type of performance goal is weighted 50 % and achievement of each performance goal is determined independently of the other. Shares associated with each performance goal are not awarded until the corresponding performance targets are defined. Shares outstanding under our 2021 Performance Share Program may be earned based on the achievement of an objective relative total stockholder return measured over a three-year performance period. Performance share awards in each of our 2023, 2022 and 2021 Performance Share Programs will cliff-vest upon the later of (i) the three -year anniversary of the earliest vesting commencement date in the respective Performance Share Program, or (ii) the ECC's certification of the level of achievement of the final performance period in the respective Performance Share Program, contingent upon the participant’s continued service. Participants can earn between 0 % and 200 % of the target number of performance shares. As of December 1, 2023, the shares awarded under our 2023, 2022 and 2021 Performance Share Programs remained outstanding and unvested. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“ESPP”) allows eligible employee participants to purchase shares of our common stock at a discount through payroll deductions. The ESPP consists of twenty-four -month offering periods with four six -month purchase periods in each offering period. Employees purchase shares in each purchase period at 85 % of the market value of our common stock at either the beginning of the offering period or the end of the purchase period, whichever price is lower. If the 79 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) market value of our common stock at the end of a purchase period is lower than the market value at the beginning of the offering period, participants are rolled over into the subsequent offering, resulting in a reset of the offering price and the twenty-four month offering period. The ESPP will continue until the earlier of termination by the Board of Directors or the date on which all of the shares available for issuance under the plan have been issued. As of December 1, 2023, we had reserved 103.0 million shares of our common stock for issuance under the ESPP and approximately 9.6 million shares remain available for future issuance. Issuance of Shares Upon vesting of restricted stock units and performance shares or purchase of shares under the ESPP, we will issue treasury stock. If treasury stock is not available, common stock will be issued. In order to minimize the impact of on-going dilution from issuance of shares, we instituted a stock repurchase program. See Note 14 for information regarding our stock repurchase programs. Valuation of Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award. Our restricted stock units are valued based on the fair market value of the award on the grant date. Our performance share awards which are contingent upon achievement of relative total stockholder return are valued using a Monte Carlo Simulation model. Our performance share awards which are contingent upon achievement of revenue-based financial metrics are valued based on the fair market value of the award on the grant date. We use the Black-Scholes option pricing model to determine the fair value of ESPP purchase rights. The determination of the grant date fair value of our ESPP purchase rights is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, a risk-free interest rate and any expected dividends. Summary of Restricted Stock Units Restricted stock unit activity for fiscal 2023 was as follows: Number of Shares (in millions) Weighted Average Grant Date Fair Value Aggregate Fair Value (1) (in millions) Weighted Average Remaining Contractual Life (years) Beginning outstanding balance 7.4 $ 449.94 Awarded 4.8 $ 376.83 Released ( 3.9 ) $ 424.00 Forfeited ( 0.5 ) $ 436.70 Ending outstanding balance 7.8 $ 418.63 $ 4,770 1.36 Expected to vest 7.0 $ 419.46 $ 4,276 1.29 _________________________________________ (1) The aggregate fair value is calculated using the closing stock price as of December 1, 2023 of $ 612.47 . The weighted average grant date fair values of restricted stock units granted during fiscal 2023, 2022 and 2021 were $ 376.83 , $ 457.96 and $ 504.69 , respectively. The total fair value of restricted stock units vested during fiscal 2023, 2022 and 2021 was $ 1.71 billion, $ 1.30 billion and $ 1.83 billion, respectively. 80 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Summary of Performance Shares Performance share activity for fiscal 2023 was as follows: Number of Shares (in millions) Weighted Average Grant Date Fair Value Aggregate Fair Value (1) (in millions) Weighted Average Remaining Contractual Life (years) Beginning outstanding balance 0.4 $ 495.23 Awarded 0.2 $ 437.58 Released ( 0.1 ) $ 498.74 Forfeited — $ 491.86 Ending outstanding balance 0.5 $ 465.71 $ 284 1.32 Expected to vest 0.4 $ 466.10 $ 255 1.26 _________________________________________ (1) The aggregate fair value is calculated using the closing stock price as of December 1, 2023 of $ 612.47 . Shares released during fiscal 2023 resulted from 63 % achievement of target for the 2020 Performance Share Program, as certified by the ECC in the first quarter of fiscal 2023. The weighted average grant date fair values of performance share awards granted during fiscal 2023, 2022 and 2021 were $ 437.58 , $ 402.24 and $ 325.24 , respectively. The total fair value of performance share awards vested during fiscal 2023, 2022 and 2021 was $ 39 million, $ 192 million and $ 212 million, respectively. Summary of Employee Stock Purchase Plan Shares Employees purchased 1.1 million shares at an average price of $ 286.31 , 0.8 million shares at an average price of $ 333.92 , and 1.0 million shares at an average price of $ 294.15 for fiscal 2023, 2022 and 2021, respectively. The intrinsic value of shares purchased during fiscal 2023, 2022 and 2021 was $ 185 million, $ 73 million and $ 256 million, respectively. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares. During fiscal 2023, the rollover provision of our ESPP was triggered and resulted in incremental expense to be recognized over the new twenty-four -month offering period, which did not have a material impact on our Consolidated Statements of Income. Compensation Costs We recognize the estimated compensation costs of restricted stock units, net of estimated forfeitures, on a straight-line basis over the requisite service period of the entire award, which is generally the vesting period. The estimated compensation cost is based on the fair value of our common stock on the date of grant. Compensation costs for our performance share awards which are contingent upon achievement of relative total stockholder return are recognized, net of estimated forfeitures, on a straight-line basis over the requisite performance period or service period of the entire award, whichever is longer. Compensation costs for our performance share awards which are contingent upon achievement of revenue-based financial metrics are recognized, net of estimated forfeitures, based upon the expected levels of achievement, which are assessed periodically until certification by the ECC. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate forfeitures and record stock-based compensation expense only for those awards that are expected to vest. As of December 1, 2023, there was $ 2.87 billion of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards and purchase rights which will be recognized over a weighted average period of 2.24 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 81 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Total stock-based compensation costs included in our Consolidated Statements of Income for fiscal 2023, 2022 and 2021 were as follows: (in millions) 2023 2022 2021 Cost of revenue $ 115 $ 97 $ 70 Research and development 874 726 549 Sales and marketing 495 417 307 General and administrative 234 200 164 Total (1) $ 1,718 $ 1,440 $ 1,090 _________________________________________ (1) During fiscal 2023, 2022 and 2021, we recorded tax benefits related to stock-based compensation costs of $ 299 million, $ 291 million and $ 395 million, respectively. NOTE 13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The components of accumulated other comprehensive income (loss) and activity, net of related taxes, for fiscal 2023 were as follows: (in millions) December 2, 2022 Increase / Decrease Reclassification Adjustments December 1, 2023 Net unrealized gains / losses on available-for-sale securities $ ( 41 ) $ 24 $ 5 (1) $ ( 12 ) Net unrealized gains / losses on derivative instruments designated as hedging instruments 17 ( 12 ) ( 31 ) (2) ( 26 ) Cumulative foreign currency translation adjustments ( 269 ) 22 — ( 247 ) Total accumulated other comprehensive income (loss), net of taxes $ ( 293 ) $ 34 $ ( 26 ) $ ( 285 ) _________________________________________ (1) Reclassification adjustments for gains / losses on available-for-sale securities are classified in other income (expense), net. (2) Reclassification adjustments for gains / losses on foreign currency hedges are classified in revenue or operating expenses, depending on the nature of the underlying transaction, and reclassification adjustments for gains / losses on Treasury lock hedges are classified in interest expense. Taxes related to each component of other comprehensive income (loss) were immaterial for the fiscal years presented. NOTE 14. STOCK REPURCHASE PROGRAM To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase our shares in the open market or enter into structured repurchase agreements with third parties. In December 2020, our Board of Directors granted authority to repurchase up to $ 15 billion in our common stock through the end of fiscal 2024. During fiscal 2023 and 2022, we entered into accelerated share repurchase agreements (“ASRs”) with large financial institutions whereupon we provided them with prepayments of $ 1.4 billion and $ 2.4 billion, respectively. Under the terms of our ASRs, the financial institutions agree to deliver a portion of shares to us at contract inception and the remaining shares at settlement. The total number of shares delivered and average purchase price paid per share are determined upon settlement based on the Volume Weighted Average Price (“VWAP”) over the term of the ASR, less an agreed upon discount. During fiscal 2023, 2022 and 2021, we also entered into structured stock repurchase agreements with large financial institutions whereupon we provided them with prepayments totaling $ 3 billion, $ 4.15 billion and $ 3.95 billion, respectively. Under the terms of these structured stock repurchase agreements, the financial institutions agree to deliver shares to us at monthly intervals during the respective contract terms, and the number of shares delivered each month are determined based on the total notional amount of the contracts, the number of trading days in the intervals and the VWAP during the intervals, less an agreed upon discount. 82 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) During fiscal 2023, we repurchased a total of 11.5 million shares, including approximately 7.5 million shares at an average price of $ 429.65 through structured repurchase agreements, as well as 4.0 million shares at an average price of $ 348.46 through the ASR entered into during fiscal 2023. During fiscal 2022, we repurchased approximately 15.7 million shares, including approximately 10.4 million shares at an average price of $ 375.03 through structured repurchase agreements, as well as 5.3 million shares at an average price of $ 451.55 through the ASR entered into during fiscal 2022. During fiscal 2021, we repurchased approximately 7.2 million shares at an average price of $ 536.17 through structured repurchase agreements. For fiscal 2023, 2022 and 2021, the prepayments were classified as treasury stock on our Consolidated Balance Sheets at the payment date, though only shares physically delivered to us by December 1, 2023, December 2, 2022 and December 3, 2021 were excluded from the computation of net income per share. As of December 1, 2023, $ 354 million of prepayment remained under our outstanding structured stock repurchase agreement. Subsequent to December 1, 2023, as part of the December 2020 stock repurchase authority, we entered into an accelerated share repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $ 2 billion and received an initial delivery of 2.5 million shares, which represents approximately 75 % of our prepayment. Upon completion of the $ 2 billion accelerated share repurchase agreement, $ 150 million remains under our December 2020 authority. NOTE 15. NET INCOME PER SHARE Basic net income per share is computed using the weighted average number of common shares outstanding for the period, excluding unvested restricted stock units and performance awards. Diluted net income per share is based upon the weighted average common shares outstanding for the period plus dilutive potential common shares, including unvested restricted stock units, stock purchase rights and performance share awards using the treasury stock method. Performance share awards are included based on the number of shares that would be issued as if the end of the reporting period was the end of the performance period and the result was dilutive. The following table sets forth the computation of basic and diluted net income per share for fiscal 2023, 2022 and 2021: (in millions, except per share data) 2023 2022 2021 Net income $ 5,428 $ 4,756 $ 4,822 Shares used to compute basic net income per share 457.1 469.5 477.3 Dilutive potential common shares from stock plans and programs 2.0 1.4 3.7 Shares used to compute diluted net income per share 459.1 470.9 481.0 Basic net income per share $ 11.87 $ 10.13 $ 10.10 Diluted net income per share $ 11.82 $ 10.10 $ 10.02 Anti-dilutive potential common shares 2.7 4.2 0.2 83 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 16. COMMITMENTS AND CONTINGENCIES Unconditional Purchase Obligations Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. The following table summarizes our non-cancellable unconditional purchase obligations for each of the next five years and thereafter as of December 1, 2023, primarily relating to contracts with vendors for third-party hosting and data center services: (in millions) Fiscal Year Purchase Obligations 2024 $ 1,202 2025 882 2026 884 2027 762 2028 789 Thereafter 411 Total $ 4,930 Subsequent to December 1, 2023, we executed agreements associated with certain of our long-term supplier commitments that increased our minimum purchase obligations by $ 2.3 billion through December 2028. Royalties We have royalty commitments associated with the licensing of certain offerings and products. Royalty expense is generally based on a dollar amount per unit or a percentage of the underlying revenue. Royalty expense, which was recorded in our cost of revenue on our Consolidated Statements of Income, was approximately $ 246 million, $ 228 million and $ 202 million in fiscal 2023, 2022 and 2021, respectively. Indemnifications In the ordinary course of business, we provide indemnifications of varying scope to customers and channel partners against claims of intellectual property infringement made by third parties arising from the use of our products and from time to time, we are subject to claims by our customers under these indemnification provisions. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations. To the extent permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Legal Proceedings We are subject to legal proceedings, claims, including claims relating to intellectual property, commercial, employment and other matters, and investigations, including government investigations, that arise in the ordinary course of our business. Some of these disputes, legal proceedings and investigations may include speculative claims for substantial or indeterminate amounts of damages. We consider all claims on a quarterly basis in accordance with GAAP and based on known facts assess whether potential losses are considered reasonably possible or probable and estimable. Based upon this assessment, we then evaluate disclosure requirements and whether to accrue for such claims in our financial statements. This determination is then reviewed and discussed with the Audit Committee of the Board of Directors. 84 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. As of December 1, 2023, we accrued provisions for legal liabilities that were probable and estimable, which were not material to our financial statements. Unless otherwise specifically disclosed in this note, we have determined that no disclosure is required related to any claim against us because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. All legal costs associated with litigation are expensed as incurred. Litigation is inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending against us. It is possible, nevertheless, that our consolidated financial position, results of operations or cash flows could be negatively affected by an unfavorable resolution of one or more of such proceedings, claims or investigations. Since June 2022, we have been cooperating with the Federal Trade Commission (the “FTC”) staff in response to a Civil Investigative Demand seeking information regarding our disclosure and subscription cancellation practices relative to the Restore Online Shoppers’ Confidence Act. In November 2023, the FTC staff asserted that they had the authority to enter into consent negotiations to determine if a settlement regarding their investigation of these issues could be reached. We are currently engaging in discussion with the FTC. The defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on our financial results and operations. There can be no assurance that we will be successful in negotiating a favorable settlement or in litigation. Any remedies or compliance requirements could adversely affect our ability to operate our business or have a materially adverse impact on our financial results. At this stage, we are unable to estimate a reasonably possible financial loss or range of any potential financial loss, if any, as a result of this investigation. On October 20, 2023, a securities class action captioned Pembroke Pines Firefighters & Police Officers Pension Fund et al v. Adobe, Inc. et al, Case No. 1:23-cv-09260, was filed in the U.S. District Court for the Southern District of New York (the “Securities Action”) naming Adobe and certain of our current and former officers as defendants. The Securities Action purports to be brought on behalf of purchasers of the Company’s stock between July 23, 2021 and September 15, 2022 (the “Class Period”), and alleges that certain public statements made by Adobe during the Class Period related to competition from Figma and the adequacy of Adobe’s existing offerings to counter harms Adobe may have faced due to Figma’s growing market position were materially false and misleading. The Securities Action seeks unspecified compensatory damages, attorneys’ fees and costs, and extraordinary equitable and/or injunctive relief. On November 16, 2023, a shareholder derivative action captioned Shah v. Narayen et al, Case No. 1:23-cv-01315, was filed in the U.S. District Court for the District of Delaware (the “Shah Action”), purportedly on behalf of Adobe. On January 3, 2024, a second shareholder derivative action captioned Gervat v. Narayen et al, Case No. 1:24-cv-00006, was filed in the U.S. District Court for the District of Delaware (the “Gervat Action,” and together with the Shah Action, the “Derivative Actions”), purportedly on behalf of Adobe. The Derivative Actions are based largely on the same alleged facts and circumstances as the Securities Action, and name certain of our current and former officers and members of our Board of Directors as defendants and Adobe as a nominal defendant. The Derivative Actions allege claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Section 10(b) of the Securities Exchange Act of 1934 and seek recovery of unspecified damages and attorney’s fees and costs, as well as disgorgement of profits and certain payments and benefits, in the case of the Gervat Action, and improvements to Adobe’s corporate governance and internal procedures, in the case of the Shah Action, on behalf of Adobe. We dispute the allegations of wrongdoing in the Securities Action and the Derivative Actions and intend to vigorously defend ourselves in these matters. In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss, if any, that we may incur to resolve or settle the Securities Action and the Derivative Actions. In connection with disputes relating to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we have been, are currently and may in the future be subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be very costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel. Although we have successfully 85 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) defended or resolved past litigation and disputes, we may not prevail in any ongoing or future litigation and disputes. Third-party intellectual property disputes could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from licensing certain of our products or offering certain of our services, subject us to injunctions restricting our sale of products or services, cause severe disruptions to our operations or the markets in which we compete, or require us to satisfy indemnification commitments with our customers including contractual provisions under various license arrangements and service agreements. NOTE 17. DEBT The carrying value of our borrowings as of December 1, 2023 and December 2, 2022 were as follows: (dollars in millions) Issuance Date Due Date Effective Interest Rate 2023 2022 1.70 % 2023 Notes February 2020 February 2023 1.92 % $ — $ 500 1.90 % 2025 Notes February 2020 February 2025 2.07 % 500 500 3.25 % 2025 Notes January 2015 February 2025 3.67 % 1,000 1,000 2.15 % 2027 Notes February 2020 February 2027 2.26 % 850 850 2.30 % 2030 Notes February 2020 February 2030 2.69 % 1,300 1,300 Total debt outstanding, at par $ 3,650 $ 4,150 Less: Current portion of debt, at par — ( 500 ) Unamortized discount and debt issuance costs ( 16 ) ( 21 ) Carrying value of long-term debt $ 3,634 $ 3,629 Carrying value of current debt, net of unamortized discount and debt issuance costs $ — $ 500 Senior Notes In January 2015, we issued $ 1 billion of senior notes due February 1, 2025. The related discount and issuance costs are amortized to interest expense over the term of the notes using the effective interest method. Interest is payable semi-annually, in arrears, on February 1 and August 1. In February 2020, we issued $ 500 million of senior notes due February 1, 2023, $ 500 million of senior notes due February 1, 2025, $ 850 million of senior notes due February 1, 2027 and $ 1.30 billion of senior notes due February 1, 2030. Our total proceeds of approximately $ 3.14 billion, net of issuance discount, were used for general corporate purposes including repayment of debt instruments due in fiscal 2020. The related discount and issuance costs are amortized to interest expense over the respective terms of the notes using the effective interest method. Interest is payable semi-annually, in arrears, on February 1 and August 1. During the first quarter of fiscal 2023, the $ 500 million of senior notes due February 1, 2023 became due and were repaid. Our senior notes rank equally with our other unsecured and unsubordinated indebtedness. We may redeem the notes at any time, subject to a make-whole premium. In addition, upon the occurrence of certain change of control triggering events, we may be required to repurchase the notes, at a price equal to 101 % of their principal amount, plus accrued and unpaid interest to the date of repurchase. The notes do not contain financial covenants but include covenants that limit our ability to grant liens on assets and to enter into sale and leaseback transactions, subject to significant allowances. Term Loan Credit Agreement In January 2023, we entered into a delayed draw term loan credit agreement (the “Term Loan Credit Agreement”), providing for a senior unsecured term loan (the “Term Loan”) of up to $ 3.5 billion for the purpose of partially funding the purchase price for our intended acquisition of Figma and the related fees and expenses incurred in connection with the acquisition. The Term Loan was available for funding in a single drawing upon the closing of the Figma acquisition at any time 86 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) prior to March 15, 2024. The Term Loan would mature two years following the initial funding date and required no scheduled principal amortization payments prior to maturity. The Term Loan could be prepaid and terminated at our election at any time without premium or penalty. At our election, the Term Loan would bear interest at either (i) term Secured Overnight Financing Rate (“SOFR”), plus a margin, (ii) adjusted daily SOFR, plus a margin, or (iii) base rate, plus a margin. Base rate is defined as the highest of (a) the federal funds rate plus 0.50 %, (b) the agent’s prime rate, or (c) term SOFR plus 1.00 %. The margin for term SOFR and adjusted daily SOFR loans was based on our debt ratings, and ranges from 0.750 % to 1.250 %. The margin for base rate loans was based on our debt ratings, and ranged from 0.000 % to 0.250 %. In addition, commitment fees determined according to our debt ratings were payable quarterly in an amount ranging from 0.040 % to 0.100 % per annum until the funding of the Term Loan. The Term Loan Credit Agreement contained customary representations, warranties, affirmative and negative covenants, events of default and indemnification provisions in favor of the lenders similar to those contained in the Revolving Credit Agreement. As of December 1, 2023, there were no outstanding borrowings under the Term Loan. Subsequent to December 1, 2023, we entered into a mutual termination agreement with Figma to terminate the previously announced merger agreement. Consequently, the Term Loan Credit Agreement was terminated. See Note 3 of our Notes to Consolidated Financial Statements for further information r e g a r d i n g the F i g m a transaction . Revolving Credit Agreement In June 2022, we entered into a credit agreement (“Revolving Credit Agreement”), providing for a five-year $ 1.5 billion senior unsecured revolving credit facility, which replaced our previous five-year $ 1 billion senior unsecured revolving credit agreement entered into in October 2018 (the “Prior Revolving Credit Agreement”). The Revolving Credit Agreement provides for loans to Adobe and certain of its subsidiaries that may be designated from time to time as additional borrowers. Pursuant to the terms of the Revolving Credit Agreement, we may, subject to the agreement of lenders to provide additional commitments, obtain up to an additional $ 500 million in commitments, for a maximum aggregate commitment of $ 2 billion. At our election, loans under the Revolving Credit Agreement will bear interest at either (i) term SOFR, plus a margin, (ii) adjusted daily SOFR, plus a margin, (iii) alternative currency rate, plus a margin, or (iv) base rate, which is defined as the highest of (a) the federal funds rate plus 0.50 %, (b) the agent’s prime rate, or (c) term SOFR plus 1.00 %. The margin for term SOFR, adjusted daily SOFR and alternative currency rate loans is based on our debt ratings, and ranges from 0.460 % to 0.900 %. In addition, facility fees determined according to our debt ratings are payable on the aggregate commitments, regardless of usage, quarterly in an amount ranging from 0.040 % to 0.100 % per annum. We are permitted to permanently reduce the aggregate commitment under the Revolving Credit Agreement at any time. Subject to certain conditions stated in the Revolving Credit Agreement, Adobe and any of its subsidiaries designated as additional borrowers may borrow, prepay and re-borrow amounts at any time during the term of the Revolving Credit Agreement. The Revolving Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including events of default and indemnification provisions in favor of the lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, certain merger transactions, dispositions and other matters, all subject to certain exceptions. The facility will terminate and all amounts owing thereunder will be due and payable on the maturity date unless (a) the commitments are terminated earlier upon the occurrence of certain events, including an event of default, or (b) the maturity date is further extended upon our request, subject to the agreement of the lenders. As of December 1, 2023, there were no outstanding borrowings under this Revolving Credit Agreement. Commercial Paper Program In September 2023, we established a commercial paper program under which we may issue unsecured commercial paper up to a total of $ 3 billion outstanding at any time, with maturities of up to 397 days from the date of issue. The net proceeds from the issuance of commercial paper are expected to be used for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases, refinancing indebtedness or any other general corporate purposes. As of December 1, 2023, there were no outstanding borrowings under the commercial paper program. 87 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 18. LEASES We lease certain facilities and data centers under non-cancellable operating lease arrangements that expire at various dates through 2032. We also have one land lease that expires in 2091. Our lease agreements do not contain any material residual value guarantees, material variable payment provisions or material restrictive covenants. Operating lease expense was $ 117 million, $ 121 million and $ 119 million for fiscal 2023, 2022 and 2021, respectively. We recognized operating lease expense in cost of revenue and operating expenses in our Consolidated Statements of Income. Our operating lease expense includes variable lease costs and is net of sublease income, both of which are not material. Supplemental cash flow information for fiscal 2023, 2022 and 2021 related to operating leases was as follows: (in millions) 2023 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 97 $ 107 $ 116 Right-of-use assets obtained in exchange for operating lease liabilities $ 32 $ 59 $ 60 The weighted-average remaining lease term and weighted-average discount rate for our operating lease liabilities as of December 1, 2023 were 6 years and 2.50 %, respectively. As of December 1, 2023, the maturities of lease liabilities under operating leases were as follows: (in millions) Fiscal Year Operating Leases (1) 2024 $ 83 2025 80 2026 74 2027 74 2028 62 Thereafter 111 Total lease liabilities $ 484 Less: Imputed interest 38 Present value of lease liabilities $ 446 _________________________________________ (1) Legally binding minimum lease payments for leases signed but not yet commenced as of December 1, 2023 were not material. 88 Table of Contents ADOBE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 19. NON-OPERATING INCOME (EXPENSE) Non-operating income (expense) for fiscal 2023, 2022 and 2021 included the following: (in millions) 2023 2022 2021 Interest expense $ ( 113 ) $ ( 112 ) $ ( 113 ) Investment gains (losses), net: Realized investment gains $ 6 $ 11 $ 9 Realized investment losses — ( 1 ) — Unrealized investment gains (losses), net 10 ( 29 ) 7 Investment gains (losses), net $ 16 $ ( 19 ) $ 16 Other income (expense), net: Interest income $ 269 $ 61 $ 17 Foreign exchange gains (losses) ( 17 ) ( 21 ) ( 17 ) Realized losses on fixed income investments ( 7 ) — — Other 1 1 — Other income (expense), net $ 246 $ 41 $ — Non-operating income (expense), net $ 149 $ ( 90 ) $ ( 97 ) 89 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Adobe Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Adobe Inc. and subsidiaries (the Company) as of December 1, 2023 and December 2, 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three fiscal year period ended December 1, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 1, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 1, 2023 and December 2, 2022, and the results of its operations and its cash flows for each of the fiscal years in the three fiscal year period ended December 1, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 1, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 90 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Performance obligations in cloud-enabled software subscriptions As discussed in Note 1 to the consolidated financial statements, cloud-enabled services are highly integrated and interrelated with on-premise or on-device software licenses in the Company’s Creative Cloud and Document Cloud subscription offerings. Because of this, the cloud-based services and the on-premise/on-device software licenses are not considered distinct from each other and the applicable subscription is accounted for as a single performance obligation. We identified the assessment of performance obligations in these cloud-enabled software subscription offerings as a critical audit matter. A high degree of subjective auditor judgment was required to assess the nature of the Company’s Creative Cloud and Document Cloud offerings, their intended benefit to customers as an integrated offering, and the level of integration that exists between the cloud-enabled services and the on-premise/on-device licenses. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the assessment of distinct performance obligations. We read the Creative Cloud and Document Cloud subscription offering agreements to understand the contractual terms and conditions. We participated in product demonstrations and performed interviews with the Company’s product and engineering department to both understand and observe specific functionalities of the integrated offering and evaluate the nature of the promise made to the Company’s Creative Cloud and Document Cloud customers. We evaluated the features and functionalities of the Creative Cloud and Document Cloud subscription that can be accessed only when using the on-premise/on-device software while connected to the Adobe cloud to assess that customers receive the intended benefit from each solution only as an integrated offering. /s/ KPMG LLP We have served as the Company’s auditor since 1983. Santa Clara, California January 16, 2024 91 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.