UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-K
|
| |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended November 27, 201530, 2018
|
| |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-15175
ADOBE SYSTEMS INCORPORATEDAdobe Inc.
(Exact name of registrant as specified in its charter)
_____________________________
|
| |
Delaware (State or other jurisdiction of incorporation or organization) | 77-0019522 (I.R.S. Employer Identification No.) |
345 Park Avenue, San Jose, California 95110-2704
(Address of principal executive offices)
(408) 536-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
| |
| Title of Each Class | Name of Each Exchange on Which Registered |
| Common Stock, $0.0001 par value per share | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
Securities registered pursuant to Section 12(g) of the Act: None
_____________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,filer”, “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
|
| | | | |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o(Do not check if a smaller reporting company)
| Smaller reporting company o | Emerging growth company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the registrant’s common stock, $0.0001 par value per share, held by non-affiliates of the registrant on May 29, 2015June 1, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was $31,964,797,377$96,776,869,889 (based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each person who owns 5% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of January 15, 2016, 498,330,40718, 2019, 487,725,915 shares of the registrant’s common stock, $0.0001 par value per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s 20162019 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended November 27, 201530, 2018, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.
ADOBE SYSTEMS INCORPORATEDINC.
FORM 10-K
TABLE OF CONTENTS
|
| | |
| | | Page No. |
| PART I | |
| Item 1. | | |
| Item 1A. | | |
| Item 1B. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| | | |
| PART II | |
| Item 5. | | |
| Item 6 | | |
| Item 7. | | |
| Item 7A. | | |
| Item 8. | | |
| Item 9. | | |
| Item 9A. | | |
| Item 9B. | | |
| | |
| PART III | |
| Item 10. | | |
| Item 11. | | |
| Item 12. | | |
| Item 13. | | |
| Item 14. | | |
| | | |
| PART IV | | |
| Item 15. | | |
| | | |
| |
| |
| |
Forward-Looking Statements
In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements, including statements regarding product plans, future growth, market opportunities, strategic initiatives, industry positioning, customer acquisition and retention, the amount of recurring revenue and revenue growth. In addition, when used in this report, the words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this report involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” in Part I, Item 1A of this report. You should carefully review the risks described herein and in other documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including our Quarterly Reports on Form 10-Q to be filed in 2016.2019. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document, except as required by law.
PART I
ITEM 1. BUSINESS
Founded in 1982, Adobe Inc. (formerly Adobe Systems IncorporatedIncorporated) is one of the largest and most diversified software companies in the world. We offer a line of products and services used by creative professionals, marketers, knowledge workers, students, application developers, enterprises and consumers for creating, managing, delivering, measuring, optimizing, engaging and engagingtransacting with compelling content and experiences across multiple operating systems,personal computers, devices and media. We market and license our products and services directly to enterprise customers through our sales force and local field offices. We license our products to end users through app stores and our own website at www.adobe.com. We offer many of our products via a Software-as-a-Service (“SaaS”) model or a managed services model (both of which are referred to as a hosted or cloud-based model)cloud-based) as well as through term subscription and pay-per-use models. We also distribute certain products and services through a network of distributors, value-added resellers (“VARs”), systems integrators (“SIs”), independent software vendors (“ISVs”), retailers, software developers and original equipment manufacturers (“OEMs”). In addition, we license our technology to hardware manufacturers, software developers and service providers for use in their products and solutions. Our products run on personal and server-based computers, as well as on smartphones, tablets and other devices, depending on the product. We have operations in the Americas, Europe, Middle East and Africa (“EMEA”), and Asia-Pacific (“APAC”).See Note 18 of our Notes to Consolidated Financial Statements for further geographical information. Adobe was originally incorporated in California in October 1983 and was reincorporated in Delaware in May 1997. We maintainOur executive offices and principal facilities are located at 345 Park Avenue, San Jose, California 95110-2704. Our telephone number is 408-536-6000 and our website is www.adobe.com. Investors can obtain copies of our SEC filings from this site free of charge, as well as from the SEC website at www.sec.gov. The information posted to our website is not incorporated into this Annual Report on Form 10-K.
BUSINESS OVERVIEW
For over 3035 years, Adobe’s innovations have transformed how individuals, teams, businesses and governments interact. Across these markets, weWe help our customers create and deliver the most compelling experiences in a streamlined workflow and optimize those experiences for greater return on investment. Our solutions turn ordinary interactions into valuable digital experiences, across media and devices, anywhere, anytime.anytime, anywhere.
While we continue to offer a broad portfolio of products, services, and solutions, we focus our investments in two strategic growth areas:
Digital Media—Media—providing tools,products, services and solutions that enable individuals, small and medium businessesteams and enterprises to create, publish and promote their content anywhere. Our customers include content creators, web designers, app developers, enthusiasts, and digital media professionals, as well as management in marketing departments and agencies, companies and publishers. Our customers also include knowledge workers who create, collaborate on and distribute documents. This is the core of what we have delivered for over 25 years, and we have evolved our business model rapidly to provide theseour customers with a more completerange of flexible solutions that allow them to reach their full creative potential anytime, anywhere, on any device on projects of all types.
Digital Experience—providing enterprises and brands a comprehensive and integrated workflow across the varietysuite of new devices, formatsproducts, services and business models that continue to emerge.
Digital Marketing—providing solutions and services for creating, managing, executing, measuring and optimizing digitalcustomer experiences that span from advertising and marketing campaigns across multiple channels.to
commerce. Our customers include marketers, advertisers, agencies, publishers, merchandisers, merchants, web analysts, data scientists, developers, marketing executives, information management executives, product development executives, and
sales and support executives. We process over forty trillion data transactionsOur robust Adobe Experience Platform provides enterprises and brands a year viaprofile that enables deep customer insights and personalized digital experiences delivered with our SaaS products, providingAdobe Experience Cloud solutions. By combining the creativity of our customers with analytics, social, targeting, media optimization, digital experience management, cross-channel campaign management, audience management and video solutions. This complements our digital media franchise, bringing together the art of creating and managing contentDigital Media business with the science of measuring and optimizing it, enablingour Digital Experience offerings, we help our customers to achievemore efficiently and effectively make, manage, measure and monetize their optimal business outcomes.content across channels and devices with an end-to-end workflow and feedback loop.
We believe we are uniquely positioned to be a leader in both the Digital Media and Digital Marketing categories,Experience markets, where our mission is to change the world through digital experiences. By integrating products from each of these two areas, of Adobe’s business, our customers are able to utilize a comprehensive suite of solutions and services that no other entitycompany currently offers. In addition, our ability to deliver innovation and productivity improvements across customer workflows involving the creation, management, delivery, measurement and optimization of rich and engaging content favorably positions Adobe as our customers invest more to engagecontinue investing in engaging their constituents digitally.
SEGMENTS
Our business is organized into three reportable segments: Digital Media, Digital Marketing and PrintExperience, and Publishing. These segments provide Adobe’s senior management with a comprehensive financial view of our key businesses. Our segments are aligned around the company’sour two strategic growth opportunities described above, placing our Print and Publishing business in a third segment that contains manysome of our mature products and solutions.
MARKET OVERVIEW
PRODUCTS AND SERVICES OVERVIEW
Digital Media
Digital Media Opportunity
Recent technology trends in digital communications continue to provide a significant market opportunity for Adobe in digital media. DueIn today’s world where the velocity of creation and consumption of digital content is ever increasing, customers are looking for a way to the increase in mobile computing, rich media consumed in digital environments and the rise of online social communities, themeet demand for digital media solutions to createwith engaging online experiences is higher than ever.experiences. Adobe is in a uniquestrong position to capitalize on this opportunity by delivering rapiddriving modernization and innovation to increase our customer reach,that will accelerate the creative process across all platforms and devices, deepen engagement with communities, and accelerate long-term revenue growth by focusing on cloud-based offerings, which are licensed on a subscription basis.
The flagship of our Digital Media business is Adobe Creative Cloud—a subscription service that allows members to use Adobe’s creative products integrated with cloud-delivered services across desktop, web and mobile devices. Creative Cloud members can download and installaccess the latest versions of our creative products such as Adobe Photoshop, Adobe Illustrator, Adobe Premiere Pro, Lightroom CC, InDesign, Adobe Photoshop LightroomXD and Adobe InDesign.many more creative applications. To expand our reach and improve the way we serve the needs of our customers, we create different combinations of these services, including our launch of a mobile photography offering that has brought new customers into our franchise and grown the amount of our photography subscriptions. In addition, members can access built-in templates to jumpstart designs and step-by-step tutorials to sharpen skills and get up to speed quickly. Through Creative Cloud, members can also access a growing marketplace of digital content through Adobe Stock, a leading online marketplace for photos, graphics and videos. Creative Cloud also offers members access to online services to sync, store, and share files participate inacross users’ machines, access marketplace, social and community-based features within our Adobe Stock and Behance community of more than five million creative professionals, publishservices, and deliver digital content via app stores, develop mobilecreate apps and create and manage websites. websites, all at affordable subscription pricing for cost-sensitive customers.
Adobe is redefiningcontinues to redefine the creative process with Adobe Creative Cloud so that our customers can obtain everything they need to create, collaborate and deliver engagingbe inspired. A core part of our strategy is Adobe Sensei, a proprietary framework and set of intelligent services for dramatically improving the design and delivery of digital content.experiences. Adobe Sensei leverages Adobe’s massive content and data assets, as well as its deep domain expertise in the creative, marketing and document segments, within a unified artificial intelligence (“AI”) and machine learning framework to help customers discover hidden opportunities, reduce tedious processes, and offer relevant experiences to every customer.
Adobe Creative Cloud addresses the needs of creative professionals including graphicsuch as artists, designers, production artists, web designers and developers, user interface designers, videographers, motion graphic artists, prepress professionals, video game developers, mobile application developers, students and administrators. They rely on our solutionsproducts for publishing, web design and development, video and animation production, mobile
app and gaming development, and document creation and collaboration. End users of our creative toolsproducts work in businesses ranging from large publishers, media companies and global enterprises, to smaller design agencies, small and medium-sized businesses and individual freelancers. Moreover, our creative products are used to create much of the printed and online information people see, read and interact with every day, including video, animation, mobile and advertising content. Knowledge workers, educators, hobbyists and consumers also use our products to create and deliver creative content.
In addition to Creative Cloud, our Digital Media business offers many of the We have introduced new products, included in Creative Cloud on a standalone basis, including subscriptions to the Creative Cloud version of certain point products, and also offers a range of other creative toolsfeatures and services including our hobbyist productsto address emerging categories of content creation, such as Adobe Photoshop Elementsvoice-based prototyping, refined content creation tools, 3D, augmented reality, virtual reality and user experience design. New projects announced and solutions offered include Project Gemini, a mobile drawing and painting application, featuring live brushes that mimic natural media like oil paint and watercolors in amazingly lifelike ways; Adobe Premiere Elements, Adobe Digital Publishing Solution (formerly Adobe Digital Publishing Suite), Adobe TypekitRush, an easy-to-use video editing app that simplifies video creation and mobile apps such as Adobesharing on platforms including YouTube and Instagram, while delivering professional quality video results for social media marketers, video bloggers and video enthusiasts; and Photoshop Mix, Adobe Photoshop Sketch, Adobe Photoshop Fixon iPad to enable a seamless experience across devices, and Adobe Premiere Clip that run on tablets and mobile devices. Further descriptions of our Digital Media products are included below under “Principal Products and Services”.attract a new, mobile-centric audience.
Adobe’s Digital Media segment also includes our Adobe Document Cloud business, built around our Acrobat family of products, theincluding Adobe Acrobat and Adobe Acrobat Reader, and a set of integrated, cloud-based document services.services, including Adobe Sign and Adobe Scan. Tens of millions of knowledge workers worldwide interact with documents daily. For over twenty25 years, Adobe Acrobat has provided for the reliable creation and exchange of electronic documents, regardless of platform or application source type. Users can collaborate on documents with electronic comments and tailor the security of a file in order to distribute reliable Adobe PDF documents that can be viewed, printed or filled out utilizing our free Adobe Acrobat Reader.Reader on any device. Acrobat provides essential electronic document capabilities and services to help knowledge workers accomplish a wide rangevariety of tasks ranging from simple publications and forms to mission-critical engineering documentation and architectural plans. With our Acrobat product and its innovative cloud services, we have extended the capabilities of our solution.solutions. Users can take advantage of electronic documentturn slow, manual signing processes into automated experiences and collect signatures with Adobe eSign (formerly EchoSign)Scan and manage, track and control documents through Adobe Send & Track.Sign. In addition, we have mobile apps such as Adobe Scan that allows any user to create a PDF with the camera on their phone.
Digital Media Strategy
Our goal is to be the leading providerplatform for creativity where we offer a range of toolsproducts and services that allow individuals, small and medium businessesteams and enterprises, both professionals and enthusiasts, to design and deliver amazing digital content.
We believe there is significant opportunity for growth across all customer segments and expect Adobe Creative Cloud will drive sustained long-term revenue growth through a continued expansion of our customer base by acquiring new users in North America and international markets, especially in emerging markets where there is an opportunity to target new creative professionals and enthusiasts entering the market, and drive conversion of non-genuine Adobe users. Enabling students to create publish and monetizetell their content anywhere.stories is another opportunity where Adobe Spark uniquely positions us to deliver on the needs of educators and students in and outside of classrooms.
We will continue to deepen our relationship with existing users through meeting their needs holistically and delivering additional features and value, including data-driven customer engagement, AI and machine learning through Adobe Sensei, and new design categories. As appropriate, we plan to optimize our pricing strategy and move our customers to higher priced and better value offerings and continue to employ targeted promotions that attract past customers and potential users to try out and ultimately subscribe to Adobe Creative Cloud. To target new customers and better address the needs of our existing customers, we will continue to invest in driving innovation to maintain the leadership position that we have established. We offer a marketplace for Creative Cloud subscribers to enable the delivery and purchase of stock content in our Adobe Stock service. Overall, our strategy with Creative Cloud is designed to enable us to increase our revenue with users, attract more new customers, and grow a subscription service with competitive monthly pricing,recurring and predictable revenue stream that is attractive to users of older versionsrecognized ratably.
As part of our products who desire to useAdobe Creative Cloud strategy, we utilize a data-driven operating model and our latest releases and services, but who in the past have been unwilling to upgrade to newer versions due to price sensitivity. Similarly, as we gain new customers, we expect to continueAdobe Experience Cloud solutions to drive new user adoption of our creative business over the next several years outside of our core creative professional target market because of Creative Cloud’s attractive monthly subscription pricing combined with the strong brandcustomer awareness and licensing of our creative products and the broad value proposition provided by Creative Cloud. We anticipate that our sustained focus on a subscription model will continue to increase the amount of our recurring revenue that is ratably reported, driven by broader Creative Cloud adoption over the next several years.
To accelerate the adoption of Creative Cloud, we have focused on migrating existing users of our creative products from perpetual licenses to a subscription-based offering, as well as driving new customer adoption. Aspects of this strategy include: focusing future innovation by our engineering teams on delivering new cloud-based functionality, such as Creative Cloud Libraries and Adobe CreativeSync, to enable our customers to use our creative tools and services across a variety of devices in ways that are not possible with previous desktop versions; integrating Creative Cloud with our Adobe Stock online marketplace offerings; increasing the value of Creative Cloud by delivering frequent product updates and enhancements to subscribers to address their content creation challenges; using promotions to attract customers to the offering; expanding our go-to-market reach through channel partners to reach new customers; and utilizing Creative Cloud for teams and Creative Cloud for enterprise offerings to drive broad adoption with customers who license our products in volume.
As part of our Creative Cloud strategy, we utilize our digital marketing solutions to drive customer awareness of our creative products and increase sales of our products through our website and across other channels. Adobe.com is increasingly becoming the destination site where we engage individual and small business customers to sign up for and renew Creative Cloud subscriptions. We offer free apps and trials to attract new customers and through a data-driven model, we optimize conversion of these trialists to paid subscribers. We utilize channel partners to target mid-size creative customers with our Creative Cloud for teams offering. Our direct sales force is focused on building relationships with our largest customers and driving adoption of our Creative Cloud for enterprise offering.
We offer many of the products included in Adobe Creative Cloud on a standalone basis, including subscriptions to the Creative Cloud version of certain point products. We also offer a range of other creative tools and services, including our hobbyist products such as Photoshop Elements and Premiere Elements, Adobe Fonts (formerly Typekit) and mobile apps such as Photoshop Mix, Photoshop Sketch, Photoshop Fix, Adobe Capture, and Adobe Spark. Further descriptions of our Digital Media products are included below under “Principal Products and Services.”
In our Adobe Document Cloud business, althoughAdobe Acrobat has achieved strong market adoption and a leadership position in document-intensive industries such as government, financial services, pharmaceutical, legal, aerospace, insurance and technical publishing, wepublishing. We believe there areremain tens of millions of users - both individuals and enterprises - who still need the capabilities provided by Acrobat.Acrobat and the service capabilities found in Document Cloud. We plan to continuebuild out a data driven operating model to market the benefits of our Document Cloud solutions, combined with the low entry point of subscription-based pricing, to individuals as well as small and medium-sized businesses, large enterprises and government institutions around the worldworld. We intend to continue promoting the capabilities of our cloud-based document solutions and Adobe Sensei features to millions of Acrobat users and hundreds of millions of Acrobat Reader users. We aim to increase our seat penetration in theseour key markets through the utilization of our corporate and volume licensing programs. We also intend to increase our focus on marketing and licensing Acrobat in targeted vertical markets such as education, financial services, telecommunications and government, as well as on expanding into emerging markets, while simultaneously enhancing and building out the delivery of cloud-based document services to our Acrobat and Adobe Acrobat Reader users.markets. We intend towill continue to promoteengage in strategic partnerships to help drive the capabilities ofenterprise business, including our cloud-based document solution, such as its integrationpartnership with users’ Dropbox documents, to millions of Acrobat users and hundreds of millions of Adobe Acrobat Reader users.Microsoft. Our Adobe eSign services provideSign service provides a green alternative to costly paper-based solutions, and are an easieris a more modern and convenient way for customers to digitally manage their documents, processes, and contract workflows. The Adobe Scan app for mobile devices can be used to capture paper documents as images and transform them into full-featured PDFs via Document Cloud services that can be shared immediately, essentially putting scanning capabilities in the pocket of every person. We believe that by growing the awareness of eSign serviceselectronic signatures in the broader contract delivery and signing market, utilizing Adobe Sensei to enhance customer experiences through machine learning and AI, and continuing to add new capabilities to this offering,our Adobe Scan and Adobe Sign offerings, we can help our customers migrate away from paper-based express mailing and adopt our solution to modernize and digitize document experiences, growing our revenue with this business in the process.
Digital MarketingExperience
Digital MarketingExperience Opportunity
Consumers today increasingly demand personalized content andcompelling experiences in their onlinedigital interactions, that are seamless across multiple channels and devices. Enterprises and brands recognize that customers have more choices and lower switching costs than ever before. In this new hyper-connected digital environment, it is the customer experience that differentiates brands and ultimately determines customer loyalty. As a result, any business or entity with an online presencebusinesses must figure outdetermine how to best attract, engage, acquire and retain customers in a digital world where the reach and quality of experiences directly impactsimpact success. Delivering the best experience
to a consumer at a given moment requires the right combination of data, insights and content. Marketing executivesExecutives are increasingly demanding solutions that optimize their consumers’ experiences and deliver the greatest return on their marketing and IT spend so they can demonstrate the successbusiness impact of their programs using objective metrics.
We believe there is a significant opportunity to address these challenges and help customers transform their businesses. Chief Marketing Officers, digital marketers, advertisers and publishersThe world’s leading brands are increasingly steering their marketing, advertising, and development budgets toward digital media. Many industry analysts predict more advertising dollars will be spent in digital than in traditional media in the future.experiences. As marketersenterprises make this move to digital, our opportunity is accelerating as customers look forbrands seek vendors to help them navigate this transition. However, marketing inEnterprises have a digital world is not simply about executing campaigns in each digital channel. Marketers, and entire enterprises, also needmandate to ensure they deliver meaningful experiences to their consumers across both digital and traditional channels and in areas such as sales, support, and product interactions where consumers expect experiences to be consistent and personalized.
Our Digital MarketingAdobe Experience Cloud business targets this large and growing opportunity by providing comprehensive solutions that include analytics, social marketing, targeting, mediaadvertising optimization, digital experience management, marketing automation and engagement, cross-channel campaign management, content management, asset management, audience management, premium video delivery, digital commerce enablement, order management, predictive intelligence and monetization. We deliver these capabilities through our Adobe Marketing Cloud, an integrated offering enablingThese comprehensive solutions enable marketers to measure, personalize and optimize marketing campaigns and digital experiences across channels for optimal marketing performance. With its broad set of solutions, including Adobe Analytics, Adobe Target, Adobe Social, Adobe Media Optimizer,
We believe the market for Adobe Experience Manager, Adobe Campaign, Adobe Audience ManagerCloud is large and Adobe Primetime,rapidly growing as well as real-time dashboardsmore businesses and a collaborative interface,enterprises invest in solutions that aid their goals to transform how they engage with their customers of Adobe Marketing Cloud are able to combine data, insights and digital content to deliver a personalized brand experience to their consumers.
In addition to Chief Marketing Officers and digital marketers, users of our Adobe Marketing Cloud solutions include marketing professionals such as search engine marketers, media managers, media buyers and marketing research analysts. Customers also include web content editors, web analysts and web marketing managers. These customers often are involved in workflows that utilize other Adobe products, such as our Digital Media offerings and our video workflow and delivery technologies. By combining the creativity of our Digital Media business with the science of our Digital Marketing business, we help our customers to more efficiently and effectively make, manage, measure and monetize their content across every channel with an end-to-end workflow and feedback loop.
Our Digital Marketing segment also contains two legacy enterprise software offerings: our Adobe Connect web conferencing platform and Adobe LiveCycle, an enterprise document and forms platform. Since fiscal 2012, the focus of marketing and licensing of these products has been to financial services and government markets, driven by a subset of our enterprise sales force. We have also been focused on migrating some legacy LiveCycle customers to an updated offering with similar capabilities based on our Adobe Experience Manager solution.constituents digitally.
Digital MarketingExperience Strategy
Our goal is to be the leading provider of marketing solutions that enable our customers to provide exceptional digital experiences and a standardenable digital transformation. Our integrated cloud-based solutions enable enterprises to build personalized campaigns, offer shoppable experiences, manage advertising, and gain deep intelligence about their customers. Our content and data platform provides differentiation and competitive advantage.
Adobe Experience Cloud consists of the following cloud offerings:
Adobe Advertising Cloud—delivers an end-to-end platform for managing advertising across traditional TV and digital formats, and simplifies the delivery of video, display and search advertising across channels and screens; uses Adobe Sensei to enable machine learning and predictive intelligence, automates digital media buying to traditional TV advertising; automates ad creation and integrates with Adobe Creative Cloud products; and combines capabilities
from the Adobe Advertising Cloud Demand-Side Platform, Adobe Advertising Cloud Search, Adobe Advertising Cloud TV, and Adobe Advertising Cloud Creative offerings.
Adobe Analytics Cloud—enables businesses to move from insights to actions in real time by uniquely integrating audiences as the core system of intelligence for the wayenterprise; makes data available across all Adobe clouds through the capture, aggregation, rationalization and understanding of vast amounts of disparate data and then translating that data into singular customer profiles; includes Adobe Analytics and Adobe Audience Manager.
Adobe Marketing Cloud—provides an integrated set of solutions to help marketers differentiate their brands and engage their customers, helping businesses manage, personalize, and orchestrate campaigns and customer journeys across business-to-business (“B2B”) and business-to-consumer (“B2C”) use cases; includes Adobe Experience Manager (“AEM”), Adobe Campaign, Adobe Target, Marketo Engagement Platform, and Adobe Primetime.
Magento Commerce Cloud—offers digital advertisingcommerce enablement and marketingorder orchestration for both physical and digital goods across a range of industries, including consumer packaged goods, retail, wholesale, manufacturing and the public sector, and brings together digital commerce, order management and predictive intelligence to enable shopping experiences that scale from mid-market to enterprise businesses.
Adobe acquired Magento on June 18, 2018 and integrated it into the Adobe Experience Cloud as the Magento Commerce Cloud. Adobe acquired Marketo on October 31, 2018 and began integrating it into the Adobe Marketing Cloud as the Marketo Engagement Platform. Marketo Engagement Platform is created, measured, managed, executeda cloud platform for global business-to-business marketers driving new business growth by personalizing complex buyer journeys and optimized.
We believe that our success will be driven by focusing our efforts on makingempowering go-to-market teams to optimize the enterprise buyer experience. As part of the Adobe Marketing Cloud, the most comprehensiveMarketo Engagement Platform simplifies how companies plan, orchestrate and integratedmeasure engagement with prospects and customers at every stage of their experience through both lead and account-based marketing solution available.strategies, while uniquely aligning marketing and sales teams across every channel through a single, enterprise-grade platform.
We believe the AI and machine learning framework enabled by our strategy with Adobe Marketing Cloud consistsSensei enhances the delivery of eight key solutions—Adobe Analytics, Adobe Target, Adobe Social, Adobe Media Optimizer, Adobe Experience Manager, Adobe Campaign, Adobe Audience Manager and Adobe Primetime. Adobe Marketing Cloud provides marketers with key capabilities,digital experiences. By building on existing features such as Enhanced Anomaly Detection, Auto-Target, and other capabilities, we believe Adobe Sensei will increase the ability to:
Combine data across the Adobe Marketing Cloud solutionsvalue we provide our customers and third-party data sources, such as customer relationship management, point of sale, email, and survey, to create a single view ofcompetitive differentiation in the consumer;
Deliver personalized customer experiences across channels and on any device;
Use predictive analytics to enable marketers to utilize past marketing program data and success to predict and drive their future success with digital marketing programs;
Access all Adobe Marketing Cloud solutions from one centralized platform and visualize, socialize, and collaborate across teams with the interface;
Interact with creatives through integration with Creative Cloud, enabling content creators and marketers to collaborate and communicate in real time within a cloud-based platform;
Accurately forecast and continually optimize their mix of campaigns across digital media;
Provide robust cross-channel campaign management capabilities utilizing real-time insights, rich customer data and a sophisticated automation and execution platform;
Manage, publish, track, and monetize social programs;
Store, assemble, and distribute digital assets to deliver high-quality brand, campaign, and content experiences;
Build unique audience profiles, allowing marketers to identify their most valuable segments and use them across digital channels;
Easily add, alter, and deploy marketing tags on websites, resulting in consistent page performance and accurate data collection; and
Integrate with a robust network of partners, covering the expansive digital marketing ecosystem.market.
To drive growth of Adobe MarketingExperience Cloud, we also intend to streamline how customers learn about, acquirefocus on customer engagement, growing within existing customer accounts, and deployproduct differentiation. We are also investing in the Adobe Marketing Cloud solutions.Experience Platform, which is powered by Adobe Sensei to help users weave all their data together so they can better understand customer behavior and deliver the best experiences in real time. Our Open Data Initiative is an open alliance among Adobe, Microsoft and SAP, that enables a seamless flow of customer data within the Adobe Experience Platform. We believe we can accelerate the growth of our business by continuing to build out moreutilize a direct sales capacity,force to market and license our Experience Cloud solutions, as well as continuing to enable a richan extensive ecosystem of partners, including marketing agencies, SIs and SIs who sell, implementISVs that help license and servicedeploy our solutions.solutions to their customers. Strategic partnerships, such as the one we have formed with Microsoft , continue to increase our market reach. We have made significant investments to broaden the scale and size of all of these routes to market, and believe these investments will result in continued growth in revenue in our Digital MarketingExperience segment in fiscal 20162019 and beyond.
Print and Publishing
Our Print and Publishing segment contains legacy products and services that address diverse market opportunities including eLearning solutions, technical document publishing, web conferencing, document and forms platform, web application development and high-end printing. Graphics professionals and professional publishers continue to require quality, reliability and efficiency in production printing, and our Adobe PostScript and Adobe PDF printing technologies provide advanced functionality to meet the sophisticated requirements of this marketplace. As high-end printing systems evolve and transition to fully digital, composite workflows, we believe we are uniquelywell positioned to be a supplier of software and technology based on the Adobe PostScript and Adobe PDF standards for use by this industry.
We generate revenue by licensing our technology to OEMs that manufacture workflow software, printers and other output devices. In fiscal 2015,2018, we maintained a relatively consistent quarterly revenue run-rate with the mature products we market and license in our Print and Publishing business.
PRINCIPAL PRODUCTS AND SERVICES
Digital Media Products
Creative Cloud
Creative Cloud is a subscription offering that enables the creation of rich and engaging digital content. Through Creative Cloud, users can easily explore, create, publish and share their work across devices, the desktop and the web. Members have access to a vibrant creative community, publishing services to deliver apps and websites, cloud storage to easily access their work, the ability to sync their files to virtually any device, collaboration capabilities with team members, and new products and exclusive updates as they are developed.
Creative Cloud members can build a Creative Profile which persists wherever they are. A user’s Creative Profile moves with them via Creative Cloud services from app-to-app and device-to-device, giving them immediate access to their personal files, photos, graphics, colors, fonts, text styles, desktop setting customizations and other important assets. Furthermore, CreativeSync synchronizes all files, photos, fonts and other assets used in a particular workflow so that users can begin creative work on any device and seamlessly continue it on another.
New Creative Cloud services have been developed and delivered to subscribers to increase the utilization of Creative Cloud capabilities beyond the use of our desktop applications. One of these new services, Adobe Stock, is an online marketplace with over 40 million curated photos, graphics and videos that is deeply integrated with Creative Cloud apps. We believe services such as Adobe Stock will drive higher user interaction with Creative Cloud and create upsell opportunities as users increasingly utilize higher-tiered versions of these services.
New mobile apps that run on tablets and smartphones enable connections between essential Creative Cloud desktop tools and a new family of mobile apps that extend the capabilities of Photoshop, Illustrator, Premiere Pro and Lightroom onto mobile devices. Our mobile apps enable users to create designs with tablets and bring them into their creative workflows.
We license Creative Cloud to individuals and teams of users through Adobe.com either on a monthly subscription basis or as an annual subscription. Channel partners also license Creative Cloud with annual team subscriptions to small or medium-sized businesses, or to workgroups in enterprises. With larger enterprise customers, our direct sales force utilizes enterprise term license agreements (“ETLAs”), for volume-based agreements often for multi-year terms.
Photoshop
Adobe Photoshop CC is the world’s most advanced digital imaging software. It is used by photographers, designers, animators, web professionals, and video professionals, and is available to Creative Cloud subscribers. Customers can also subscribe to Photoshop CC as an individual subscription product, or through our Creative Cloud Photography Plan, which is an offer targeted at photographers and photo hobbyists and includes our popular Photoshop Lightroom product as a companion tool to Photoshop. We also offer Photoshop Elements separately, which is targeted at consumers who desire the brand and power of Photoshop through an easy-to-use interface. For tablet and smartphone users, we offer several mobile apps including Photoshop Sketch, Photoshop Mix, Lightroom for mobile and Photoshop Fix—all of which enable sophisticated photo editing and content creation using a touch-based interface on tablet and mobile devices.
Illustrator
Adobe Illustrator CC is our industry-standard vector graphics software used worldwide by designers of all types who want to create digital graphics and illustrations for all kinds of media: print, web, interactive, video, and mobile. Illustrator is available to Creative Cloud subscribers, and customers can also subscribe to use it as an individual subscription product. Users can also utilize mobile apps such as Illustrator Draw to gain access to Illustrator capabilities on their tablets and mobile devices, and sync their work through CreativeSync for use with Illustrator on their desktop.
InDesign
InDesign is the leading professional page layout software for print and digital publishing. Our customers use it to design, preflight, and publish a broad range of content including newspapers and magazines for print, online, and tablet app delivery. Customers can create simple or complex layouts quickly and efficiently with precise control over typography, built-in creative tools, and an intuitive design environment. Tight integration with other Adobe software such as Photoshop, Illustrator, Acrobat, and Adobe Animate enables customers to work productively in print and digital workflows. Customers can also access Adobe Digital Publishing Solution from within InDesign to create and publish engaging apps for a broad range of devices, including iOS, Android and Amazon-based devices.
InDesign is built for designers, prepress and production professionals, and print service providers who work for magazines, design firms, advertising agencies, newspapers, book publishers, and catalog companies, as well as in corporate design, commercial printing, and other leading-edge publishing environments. Customers using InDesign often use Adobe InCopy, a companion product used for professional writing and editing to enable an efficient collaborative workflow between design and editorial staff. InDesign and InCopy are available to Creative Cloud subscribers, and customers can also subscribe to use InDesign as an individual subscription product.
Adobe Premiere Pro
Adobe Premiere Pro is our powerful, customizable, nonlinear video editing tool used by video professionals. Customers can import and combine virtually any type of media, from video shot on a smartphone to raw 4K and higher resolution footage, and then edit in its native format without transcoding. The user interface includes a customizable timeline and numerous editing shortcuts which enable faster, keyboard-driven editing.
With the demands of shorter production schedules and high-resolution digital media formats, real-time performance is crucial to videographers. Premiere Pro utilizes our Mercury Playback Engine to provide the fastest performance solution in the industry. It also supports a vast majority of formats, and customers can now use multiple graphics cards to accelerate render and export times. As part of Creative Cloud, Premiere Pro tightly integrates with other Adobe creative applications. Customers can also subscribe to use it as an individual subscription product.
To address the increase in use of video capture and sharing on mobile devices, we offer Adobe Premiere Clip, which provides users with easy-to-use features to quickly edit and enhance video, and Adobe Capture CC, which provides an easy way to capture and share production-quality lighting and color schemes. We also offer an Elements version of Premiere Pro, which is a powerful yet easy-to-use video-editing software for home video editing. Premiere Elements provides tools for hobbyists to quickly edit and enhance video footage with fun effects and transitions and create custom DVDs for sharing video with friends and family.
After Effects
After Effects is our industry-leading animation and creative compositing software used by a wide variety of motion graphics and visual effects artists. It offers superior control, a wealth of creative options, and integration with other post-production applications. After Effects is available to Creative Cloud subscribers, and customers can also subscribe to use it as an individual subscription product.
Dreamweaver
Dreamweaver provides a complete toolset for professional web designers and front-end developers to create, code and manage modern, responsive websites. Dreamweaver makes it fast and efficient to design and develop responsive sites from scratch or with built-in templates, preview them in real time on mobile devices and quickly extract web-optimized elements from Adobe Photoshop documents directly into projects. Dreamweaver recently combined innovative visual aids with first-class support for the Bootstrap framework, making it the premiere tool for responsive web design. Device Preview in Dreamweaver makes it easy to preview and inspect websites or mobile app designs on actual devices. As part of Creative Cloud, Dreamweaver tightly integrates with other Adobe creative applications like Photoshop, as well as services like Adobe Stock and Typekit. Customers can also subscribe to use Dreamweaver as an individual subscription product.
Animate
Adobe Animate CC, formerly Adobe Flash Professional, is the leading toolset for professional designers to create interactive animations, and publish them to multiple formats or platforms - including HTML5 Canvas, WebGL, SWF, FLV or even custom platforms. Using Animate, professional designers can reach viewers on virtually any desktop or mobile device. Animate is available to Creative Cloud subscribers, and customers can also subscribe to use it as an individual subscription product.
Digital Publishing Solution
Adobe Digital Publishing Solution is a complete solution that enables media publishers, large brand organizations, enterprise customers and advertising agencies to transform their print publications into interactive digital reading experiences for tablet devices and smartphones. Consisting of hosted services and viewer technology, Digital Publishing Solution tightly integrates with our Creative Cloud applications for efficient design, distribution, and monetization of a new class of innovative magazines, newspapers, brand loyalty materials, merchandising content, marketing communications, and more. A wide range of media publishers have used Digital Publishing Solution to produce well-known titles. Businesses are also using Digital Publishing Solution to produce corporate publications.
Typekit
Adobe Typekit is a subscription font service that brings thousands of fonts from foundry partners into one library for quick browsing, easy use on the web or on the user’s desktop, and endless typographic inspiration. The full font library is available to Creative Cloud subscribers, while a more limited option is available to consumers free of charge.
Behance
Behance is the leading social community to showcase and discover creative work online. Adobe Portfolio allows users to quickly and simply build a fully customizable and hosted website that seamlessly syncs with Behance.
Acrobat and Document Cloud
Adobe Document Cloud is a complete portfolio of secure digital document solutions that speeds business transactions through digital workflows. With Adobe Document Cloud, users can create, review, approve, sign and track documents, whether on a desktop or mobile device.
At the heart of Adobe Document Cloud is Adobe Acrobat DC, the industry standard for PDF creation and conversion. Acrobat enables users to create secure, reliable and compact Adobe PDF documents from desktop authoring applications such as Microsoft Office software, graphics applications and more. Use of Acrobat enables automated collaborative workflows with a rich set of commenting tools and review tracking features and includes everything needed to create and distribute rich, secure electronic documents that can be viewed easily within leading web browsers or on computer desktops via the free Adobe Acrobat Reader.
Acrobat DC is available to both Creative Cloud and Document Cloud subscribers. Customers can also license Acrobat Pro or Acrobat Standard (which has a subset of Acrobat Pro features) as individual point products, either as a subscription or in the form of desktop software. Adobe Acrobat DC is also available as a free mobile app that allows users to view, create and edit
documents, and Mobile Link synchronizes those files across multiple devices. Adobe Acrobat Reader is our free software for reliable viewing, searching, reviewing and printing of Adobe PDF documents on a variety of hardware and operating system platforms. Users of both Adobe Acrobat DC and Adobe Acrobat Reader can also access, edit and save changes to their PDF files stored on the Dropbox website or mobile app.
Our eSign Services, which can be purchased as part of Document Cloud, allow users to safely electronically send and sign any document from any device. Adobe eSign Manager DC is a mobile app companion for our eSign Services that allows users to electronically sign documents and forms, send them for signature, track responses in real-time, and obtain instant signatures with in-person signing. Adobe eSign integrates with Adobe Experience Manager Forms to provide seamless experiences to customers across web and mobile sites. We also plan to integrate key components of Adobe Marketing Cloud to help businesses test, measure and manage documents in order to provide the same visibility into usage and interactions with documents that marketers already have with digital marketing assets today.
Adobe Marketing Cloud Solutions
Adobe Analytics
Adobe Analytics helps our customers create a holistic view of their business by turning consumer interactions into actionable insights. With intuitive and interactive dashboards and reports, our customers can sift, sort, and share real-time information to provide insights that can be used to identify problems and opportunities and to drive conversion and relevant consumer experiences. Adobe Analytics enables web, social, video, mobile, attribution, and predictive analytics across online and offline channels to continuously improve the performance of marketing activities. It also provides the ability to perform advanced ad-hoc segmentation and to integrate data from offline and third-party sources.
Adobe Target
Adobe Target lets our customers test, target and personalize content across multiple devices. With Adobe Target, our customers have the tools they need to quickly discover what gets noticed, what increases conversion, and what keeps consumers coming back for more. Adobe Target paves a path from simple testing to targeting to true segmentation and optimization through A/B and multivariate testing, rules-based targeting and automated decision-making.
Adobe Social
Adobe Social provides marketers a comprehensive solution to build stronger connections through content guided by tangible data. Customers can create more relevant posts, monitor and respond to conversations, measure results, and connect social activities to business results. With Adobe Social, our customers can: manage social content and activities across multiple social networks and profile pages; listen and respond to consumer conversations in real time; create social campaigns; and track performance with integrated analytics.
Adobe Media Optimizer
Adobe Media Optimizer is a powerful advertisement management platform. Customers get a consolidated view of how their media is performing, along with tools to both accurately forecast and continually optimize their mix of paid campaigns across digital media. Media Optimizer includes cross-channel optimization capabilities, search engine marketing management, and display and social advertising management.
Adobe Experience Manager
Adobe Experience Manager helps customers organize, create, and manage the delivery of creative assets and other content across digital marketing channels, including web, mobile, email, communities and video. It enables customers to manage content on premise or host it in the cloud, delivering agile and rapid deployment. With this ultimate control of content and campaigns, customers are able to deliver relevant experiences to consumers that help build the customers’ brand, drive demand and extend reach. Adobe Experience Manager includes digital asset management, web content management, integrated mobile app development, enterprise-level forms management, and social capabilities, providing customers with tools enabling users to improve their market and brand perception and provide a personalized experience to their consumers.
Adobe Campaign
Adobe Campaign enables marketers to orchestrate personalized experiences determined by each consumer’s behaviors and preferences. As part of its feature set, Adobe Campaign provides visual campaign orchestration, allowing for intuitive design and automated consumer experiences across channels, from one-off campaigns to triggered messages, with a graphically rich interface. Marketers can also integrate consumer data from across marketing channels to develop and deliver more relevant marketing
experiences to their consumers. Features also included targeted segmentation, email execution, real-time interaction, in-app messaging, and operational reporting to easily see how well campaigns are performing.
Adobe Audience Manager
Adobe Audience Manager is a data management platform that helps digital publishers build unique audience profiles in order to identify the most valuable segments and use them across any digital channel. Adobe Audience Manager consolidates audience information from all available sources. It then identifies, quantifies, and optimizes high-value target audiences, which can then be offered to advertisers via an integrated, secure, privacy-friendly management system that works across all advertising distribution platforms. Adobe Audience Manager provides access to multiple data sources, offering digital publishers the ability to use a wide variety of third-party data as well as Audience Manager’s private data co-op.
Adobe Primetime
Adobe Primetime is a modular platform for video publishing, advertising, and analytics, enabling content programmers and distributors to profit from their video content by making every screen a TV—including personal computer, smartphone and tablet screens. Primetime consists of the following components: PayTV Pass, a universal system for validating access to pay TV content; DRM, which is digital rights management technology to protect video content from unauthorized copying or access; Ad Insertion, providing for the seamless insertion of advertisements into live and video-on-demand content; Ad Decisioning, providing for the ability to determine which advertisements should be published; and Video Player SDK, which gives programmers and distributors the ability to measure, analyze and optimize online video delivery.
Other Products and Solutions
We also offer a broad range of other enterprise and digital media products and solutions. Information about other products not referenced here can be found on our corporate website, www.adobe.com, under the “Products” tab available in the “Menu”.
COMPETITION
The markets for our products and services are characterized by intense competition, new industry standards, evolving business and distribution models, disruptive software and hardware technology developments, frequent new product introductions, short product life cycles, price cutting with resulting downward pressure on gross margins and price sensitivity on the part of consumers. Our future success will depend on our ability to enhance and better integrate our existing products, introduce new products on a timely and cost-effective basis, meet changing customer needs, provide best-in-class information security to build customer confidence and combat cyber-attacks, extend our core technology into new applications and anticipate and respond to emerging standards, business models, software delivery methods and other technological changes.
Digital Media
No single company has offerings identical tothat match the capabilities of our Adobe Creative Cloud products and services, but we face collective competition from a variety of point offerings, free products and downloadable apps. Our competitors includecompetition includes offerings from companies such as Apple, Autodesk, Avid, Corel, Microsoft, Affinity, Quark Getty Images, Shutterstock and others, as well as from many lower-end offerings available on touch-enabled devices via app stores, and from various open source initiatives.offerings. We believe our greatest advantage in this marketspace is the performance and scope of our integrated solutions, which work together as part of Creative Cloud. With Creative Cloud, we also compete favorably on the basis of features and functionality, ease of use, product reliability, value and performance characteristics.
Professional digital imaging, drawing and illustration products are characterized by feature-rich competition, brand awareness and price sensitivity. Competition in this marketspace is also emerging with drawing and illustration applications on tablet and smartphone platforms. The demand for professional web page layout and professional web content creation tools is constantly evolving and highly volatile. In this area, we face direct and indirect competition from desktop software companies and various proprietary and open source web-authoring tools.
The needs of digital imaging and video editing software users are constantly evolving due to rapid technology and hardware advancements in digital cameras, digital video cameras, printers, personal computers, tablets, smartphones and other new devices. Our imaging and video software offerings, including Photoshop, Lightroom, After Effects and Premiere Pro, face competition from established and emerging companies offering similar products.
New image editing applications for mobile devices and tablets with features that compete with our professional products are also emerging as adoption of these devices grows. Our consumer digital imaging and video editing offerings are subject to intense competition, including customer price sensitivity, competitor brand awareness and competitor strength in OEM bundling
and retail distribution. We face direct and indirect competition in the consumer digital imaging market from a number of companies that market software that competes with ours.
The stock content market has significant competition, especially in the microstock segment, where Adobe primarily operates today with Fotolia.com and the newly launched Adobe Stock offering. Key competitors in this market include Shutterstock,Getty Images and a number of smaller companies. Adobe Stock’s deep product integration with Creative Cloud and superior reach and relationships with creative professionals around the world differentiate our offerings.
In addition, we face competition from device, hardware and camera manufacturers as they try to differentiate their offerings by bundling, for free, their own digital imaging software or those of our competitors. Similarly, we face potential competition from operating system manufacturers as they integrate or offer hobbyist-level digital imaging and image management features with their operating systems. We also face competition from smartphone and tablet manufacturers that integrate imaging and video software into their devices to work with cameras that come as part of their smartphone and tablet offerings. In addition, social networking platforms such as Facebook (including Instagram), Snapchat, Twitter (including Vine) and Pinterest, as well as portal sites such as Google, Bing and Yahoo! are becoming a direct means to post, edit and share images, bypassing the step of using image editing and sharing software. Online storage and synchronization are becoming free and ubiquitous. Consumers in particular will be encouraged to use the image and video editing software offered by those storage products, thus competing with our software.
Competition is also emerging withIn addition, the needs of digital imaging and video applications on smartphoneediting software users are constantly evolving due to rapid technology and tablet platforms. Competitors are extending their products and feature sets to platforms such as Apple’s iPhone and iPad,hardware advancements in digital cameras, digital video cameras, printers, personal computers, tablets, smartphones and other smartphonenew devices. Our imaging and tablet devices. Similarly, new cloud-basedvideo offerings, continue to emerge which offerincluding Photoshop, Lightroom, After Effects, Premiere Pro, and Premiere Rush, face competition from established and emerging companies offering similar products.
New image editing applications for mobile devices and video-editing capabilities, as well as social and sharing features.
As customers such as publishers and media companies increase their desire to deliver their assets to new platforms, we expect new and existing companies to continue to offer solutionstablets with features that address these challenges that are competitivecompete with our Digital Publishing Solution. Many design agenciesprofessional tools are building capabilitiesalso emerging as adoption of these devices grows. Our consumer digital imaging and video editing offerings are subject to offer such solutions,intense competition, including customer price sensitivity and competitor brand awareness. We face direct and indirect competition in the consumer digital imaging space from a number of companies such as Amazon, Applewhose market software competes with our offerings.
The stock content marketplace has significant competition, especially in the microstock segment, where Adobe primarily operates today with our Adobe Stock offering. Key competitors in this segment include Shutterstock, Getty Images and Google offer an alternative formata number of smaller companies. Deep product integration with Adobe Creative Cloud and business model forsuperior reach and relationships with creative professionals around the delivery of newspaper and magazine content to mobile devices.world differentiate our Adobe Stock offerings.
The nature of traditional digital document creation, storage, and collaboration has been rapidly evolving as knowledge workers and consumers shift their behavior increasingly to non-desktop workflows. Competitors like Microsoft, Google, Box and Dropbox all offer competitive alternatives to our Adobe Document Cloud business for creating and managing PDFs. In addition, other PDF creation solutions can be found at a low cost or for free on the web.web or via mobile applications. To address these competitive threats, we are working to ensure our Adobe Document Cloud applications stay at the forefront of innovation in emerging opportunities such as PDF document generation, document collaboration and document security.security, document workflow management, easeful software integrations, enablement of paper to digital transformations, and accessibility and usability on multiple devices, including mobile and desktop.
As electronic signatures with Adobe eSign Services are
E-signatures have quickly becomingbecome a core element of digital documents competitors such as DocuSign and Citrix have been jumping in to take advantageare inherently part of the growing space. We face strong competition froma company’s digital document transformation efforts. Partnerships and integrations between these companies and other companiesthird-parties create an increasingly competitive landscape in this market.space. Competitors to Adobe Sign include DocuSign.
Digital MarketingExperience
The markets in which our Digital MarketingExperience business unit competes are growing rapidly and characterized by intense competition. Our Adobe MarketingExperience Cloud solutions face competition from large companies such as Google, IBM, Oracle, salesforce.com, SAP, SAS, Teradata, Shopify and others, in addition to point product solutions and focused competitors. Additionally, new competitors are constantly entering these markets. Some of these competitors provide SaaS solutions to customers, generally through a web browser, while others provide software that is installed by customers directly on their servers. In addition, we compete at times with our customers’ or potential customers’ internally developed applications. Of the competitors listed above, no single company has products identical to our Adobe MarketingExperience Cloud offerings. Adobe MarketingExperience Cloud competes in a variety of areas, including: reporting and analytics; cross-channel marketing and optimization; online and social marketing; audience management; advertising and real-time bidding technology; video delivery and monetization; marketing automation; digital commerce enablement; order management; web experience management and others.
Many of the companies with which we compete offer a variety of products or services and as a result could also bundle their products or services, which may result in these companies effectively selling their products or services at or below market prices for individual products. In addition, largeLarge software, Internetinternet and database management companies have expanded their offerings in the digital marketingexperience area, either by developing competing services or by acquiring existing competitors or strategic partners of ours. We believe competitive factors in our markets include the proven performance, security, scalability, flexibility and reliability of services; the strategic relationships and integration with third-party applications; the intuitiveness and visual appeal of user interfaces; demonstrable cost-effective benefits to customers; pricing; the flexibility of services to match changing business demands; enterprise-level customer service and training; perceived market leadership; the usability of services; real-time data and reporting; independence from portals and search engines; the ability to deploy the services globally; and success in educating customers in how to utilize services effectively. We believe we compete favorably with both the enterprise and low-
costlow-cost alternatives based on many of these competitive factors including our strong feature set, the breadth of our offerings, our focus on global, multi-brand companies, our superior user experience, tools for building multi-screen, cross-channel applications, standards-based architecture, scalability and performance and leadership in industry standards efforts.
Creative and digital agencies, as well as SIs, are increasingly investing in acquiring their own digital marketingexperience technology platforms to complement their creative services offerings. Adobe may face competition from these agencies and SIs as they come to market with best-of-breed offerings in one or more digital marketingexperience capabilities, or if agencies attempt to create a more complete technology platform offering. We believe our creative tools heritage differentiates us from our competitors. We have worked closely with marketing and creative customers for over thirty30 years. We also believe we have leadership in this market,space, with current customers representing leading global brands. Our comprehensive solutions extend more broadly than any other company in serving the needs of marketers and addressing this market opportunity; we integrate content and data, analytics, personalization, webdigital experience management, marketing automation, cross-channel campaign management, digital commerce, audience management, video delivery and monetization and social capabilities in our Adobe Marketing Cloud, surpassing the reach of any competitor.Experience Cloud. Most importantly, we provide a vision for our digital marketingexperience customers as we engage with them across the important aspects of their business, extending from their use of Adobe Creative Cloud and Adobe Document Cloud to how they manage, deliver, measure and monetize their content, participate in digital commerce, and create highly personalized and engaging shoppable experiences with our Adobe MarketingExperience Cloud.
Print and
Publishing
Our Print and Publishing product offerings face competition from large-scale electronic and web publishing systems, XML-based publishing companies, as well as lower-end desktop publishing products. Depending on theSimilarly, our web conferencing product line,faces competition is based onfrom a number of established products from other companies, including Cisco, Citrix and Microsoft. Competition involves a number of factors, including: the quality andproduct features, of products, ease-of-use, printer service support, the level of customization and integration with other publishing system components, the number of hardware platforms supported, service and price. We believe we can successfully compete based upon the quality and features of our products, our strong brand among users, the widespread adoption of our products among printer service bureaus, and our extensive application programming interface.interfaces.
In printing technologies, we believe the principal competitive factors for OEMs in selecting a page description language or a printing technology are product capabilities, market leadership, reliability, price, support and engineering development assistance. We believe that our competitive advantages include our technology competency, OEM customer relationships and our intellectual property portfolio.
PRINCIPAL PRODUCTS AND SERVICES
Digital Media Offerings
Creative Cloud
Adobe Creative Cloud is a cloud-based subscription offering that enables creative professionals and enthusiasts alike to express themselves with apps and services that connect across devices, platforms and geographies. Members have access to a vibrant creative community, publishing services to deliver apps and websites, cloud storage to easily access their work, the ability to sync their files to virtually any device, collaboration capabilities with team members, and new products and exclusive updates as they are developed. Creative Cloud members can build a Creative Profile which persists wherever they are. A user’s Creative Profile moves with them via Creative Cloud services from app to app and device to device, giving them immediate access to their personal files, photos, brushes, graphics, colors, fonts, text styles, desktop setting customizations and other important assets. Creative Cloud subscriptions include all of the applications listed below and many more.
Photoshop and Lightroom
Adobe Photoshop is the world’s most advanced digital imaging and design app. It is used by photographers, designers, animators, web professionals, and video professionals, and is available to Adobe Creative Cloud subscribers. Lightroom CC, our cloud-based photo service for editing, organizing, storing and sharing photos, is also available to Creative Cloud subscribers. Customers can also subscribe to Photoshop or Lightroom CC as individual cloud-enabled subscription products, or through our Photography Plan, which is a cloud-enabled offering targeted at photographers and photo hobbyists and includes Lightroom CC, integrated cloud services, and Lightroom Classic, a desktop-only version of the photo service app.
We also offer Photoshop Elements, which is targeted at consumers who desire the brand and power of Photoshop through an easy-to-use interface. For tablet and smartphone users, we offer several mobile apps including Photoshop Sketch, Photoshop Mix, Photoshop Express, Lightroom for mobile and Photoshop Fix—all of which enable sophisticated photo editing and content creation using a touch-based interface on tablet and mobile devices.
Illustrator
Adobe Illustrator is our industry-standard vector graphics app used worldwide by designers of all types who want to create digital graphics and illustrations from web icons and product packaging to book illustrations and billboards, and for all kinds of media: print, web, interactive, video, and mobile. Illustrator is available to Adobe Creative Cloud subscribers, and customers can also subscribe to use it as an individual subscription product. Users can also utilize mobile apps such as Illustrator Draw to gain access to Illustrator capabilities on their tablets and mobile devices, and sync their work through Adobe CreativeSync for use with Illustrator on their desktop.
InDesign
Adobe InDesign is the industry-leading design and layout app for print and digital media. Our customers use it to design, preflight, and publish a broad range of content including newspapers and magazines for print, online, and tablet app delivery. From stationery, fliers and posters to brochures, annual reports, magazines and books with professional layout and typesetting tools, customers can create multicolumn pages that feature stylish typography and rich graphics, images, and tables. Tight integration with other Adobe offerings such as Photoshop, Illustrator and Acrobat enables customers to work productively in print and digital workflows. InDesign integrates seamlessly with Adobe InCopy, so customers can work on layouts simultaneously with writers and editors. Customers can also access Adobe digital publishing capabilities from within InDesign to create and publish engaging apps for a broad range of devices, including iOS, Android and Amazon-based devices. InDesign is available to Adobe Creative Cloud subscribers, and customers can also subscribe to use InDesign as an individual cloud-enabled subscription product.
Adobe Stock
Adobe Stock provides designers and businesses with access to millions of high-quality, curated, royalty-free photos, vectors, illustrations, videos, templates, and 3D assets, for all their creative projects. Adobe Stock is built into Adobe Creative Cloud apps, including Photoshop , Illustrator , and InDesign, enabling users to search, browse, and add images to their Creative Cloud Libraries, and obtain instant access to assets across desktop and mobile devices. Adobe Stock assets may be licensed directly within the Creative Cloud desktop apps, through stock.adobe.com, or as a multi-asset subscription.
Adobe XD
Adobe XD is our all-in-one experience design (XD) solution used to build user experiences (UX) and user interfaces (UI) when designing websites, mobile apps and more; Adobe XD enables users to go from concept to prototype faster. It contains intuitive tools that deliver precision and performance using timesaving features like Repeat Grid and flexible artboards to create
everything from low-fidelity wireframes to fully interactive prototypes for any screen in minutes. Adobe XD also makes it easy to share prototypes with teammates via the web and show colleagues how multiscreen experiences look, feel and work with a single click. Adobe XD allows designers to design, prototype, and share digital experiences that extend beyond the screen, including triggers and speech playback to create audio interactions for voice-based smart assistants and other similar platforms. Adobe XD is available to Adobe Creative Cloud subscribers, and customers can also subscribe to use it as an individual cloud-enabled subscription product.
Adobe Premiere Pro and Adobe Premiere Rush
Adobe Premiere Pro is a leading nonlinear video editing tool used by filmmakers, videographers, and designers. Customers can import and combine various types of media, from video shot on a smartphone to 8K to virtual reality, and then edit in its native format without transcoding. Premiere Pro supports a vast majority of formats, and customers can use multiple graphics cards to accelerate render and export times. Premiere Pro is the only nonlinear editor that lets users have multiple projects open while simultaneously collaborating on a single project with their team. Workflows for color, graphics, audio, and immersive 360/VR in Premiere Pro take customers from first edit to final credits faster than ever. Adobe Premiere Rush (formerly Project Rush) is an all-in-one, easy-to-use video editing app that simplifies video creation and sharing on platforms including YouTube and Instagram, while delivering professional quality video results. Premiere Rush is uniquely positioned toward social media marketers, video bloggers, and video enthusiasts who are looking for an all-in-one app to create and share online videos. As part of Adobe Creative Cloud, Premiere Pro and Premiere Rush tightly integrates with other Adobe creative applications. Customers can also subscribe to use Premiere Pro and Premiere Rush as an individual cloud-enabled subscription product, or they can download the free Premiere Rush starter plan.
After Effects
Adobe After Effects is our industry-leading animation and creative compositing app used by a wide variety of motion graphics, visual effects artists, animators, designers and compositors. It offers superior control, a wealth of creative options, and integration with other post-production applications. After Effects works together seamlessly with other Adobe apps such as Premiere Pro, Photoshop, Illustrator, and Audition. After Effects is available to Adobe Creative Cloud subscribers, and customers can also subscribe to use it as an individual cloud-enabled subscription product.
Adobe Dimension
Adobe Dimension is designed to make it easy for graphic designers to create high-quality, photorealistic 3D images. Users can composite 2D and 3D assets to build product shots, scene visualizations, and abstract art. Dimension integrates well with other Adobe apps. Users can drag and drop background images from Photoshop and 3D models from Adobe Stock - without leaving Dimension. Dimension is available to Adobe Creative Cloud subscribers, and customers can also subscribe to use it as an individual cloud-enabled subscription product.
Adobe Fonts
Adobe Fonts brings thousands of fonts from foundry partners into one library for quick browsing, easy use on the web or on the user’s desktop, and endless typographic inspiration. Our full library of commercially-licensed fonts is offered through Adobe Creative Cloud. In addition, customers may subscribe to the standalone Adobe Fonts portfolio plan, or license individual fonts in the Adobe Fonts Marketplace.
Behance
Behance is the leading social community to showcase and discover creative work online. Adobe Portfolio allows users to quickly and simply build a fully customizable and hosted website that seamlessly syncs with Behance.
Adobe Spark
Adobe Spark is our integrated web and mobile software for creating and sharing impactful visual stories. Designed for everyday communication, Adobe Spark empowers users to transform words, images, and videos into dynamic web stories that engage audiences across multiple channels and on any device. The Adobe Spark web app seamlessly syncs with Spark Post, Spark Page and Spark Video iOS mobile apps, allowing users to create, edit and share their story from any location regardless of their design experience. Adobe Spark with premium features allows users to apply custom branding to anything they create; the premium product is offered as part of any Adobe Creative Cloud plan or as a standalone subscription. A free version is also still available to attract new users.
Acrobat and Adobe Document Cloud
Adobe Document Cloud modernizes document experiences by offering a complete portfolio of secure digital document solutions that speed business transactions through streamlined digital workflows. With Document Cloud, users can create, review, approve, sign and track documents, whether on a desktop or mobile device.
At the heart of Adobe Document Cloud is Adobe Acrobat DC, the industry standard for PDF creation and conversion. Acrobat enables users to create secure, reliable and compact Adobe PDF documents from desktop authoring applications such as Microsoft Office software, graphics applications and more. Acrobat enables automated collaborative workflows with a rich set of commenting tools and review tracking features and includes everything needed to create and distribute rich, secure electronic documents that can be viewed easily within leading web browsers or on computer desktops via the free Adobe Acrobat Reader.
Adobe Acrobat is available to both Adobe Creative Cloud and Adobe Document Cloud subscribers. Customers can also license Acrobat Pro or Acrobat Standard (which has a subset of Acrobat Pro features) as individual point products, either as a cloud-enabled subscription or in the form of desktop software. Adobe Acrobat Reader is also available as a free mobile app that allows users to view, annotate, and scan documents. Acrobat Reader is our free software for reliable viewing, searching, reviewing and printing of Adobe PDF documents on a variety of hardware and operating system platforms. Users of both Acrobat and Acrobat Reader can also access, edit and save changes to their PDF files stored on the Dropbox website or mobile app.
Our Adobe Scan app can be used for free on mobile devices to provide scanning capabilities in the pocket of every person. It captures paper documents as images and transforms them into full-featured and versatile PDFs via Adobe Document Cloud services for instant sharing with others.
Our Adobe Sign e-signature service allows users to securely electronically send and sign any document from any device. Adobe Sign has a mobile app companion allowing users to e-sign documents and forms, send them for signature, track responses in real-time, and obtain instant signatures with in-person signing. It integrates with users’ enterprise systems through a comprehensive set of applicable programming interfaces, and Adobe Experience Manager Forms and Advanced Workflows for Adobe Sign, to create forms and provide seamless experiences to customers across web and mobile sites. Adobe Sign is Microsoft’s preferred e-sign solution and is integrated into Microsoft Office 365, Microsoft Dynamics 365, and Microsoft SharePoint.
Adobe Experience Cloud Products and Services
Adobe Experience Cloud includes our Advertising Cloud, Analytics Cloud, Marketing Cloud, and Magento Commerce Cloud offerings, which are each described below.
Adobe Advertising Cloud
Adobe Advertising Cloud is an independent ad platform that unifies and automates all media, screens, data, and creativity at scale. With Adobe Advertising Cloud and its use of Adobe Sensei AI and data integrations, customers can identify and amplify their high-value audiences for more personal and accurate targeting; seamlessly unite creative, data, and media buying across all screens and formats; protect their brand by preventing their campaigns from mixing with content and properties that do not align with their image; scale bidding and optimization strategies; implement programmatic creative management using automated advertisement creation for both prospecting and retargeting customers; generate advertisements at scale using Adobe Creative Cloud apps; and use data insights that reveal customers’ interests and past behaviors to create relevant, targeted ads. Adobe Advertising Cloud includes Adobe Advertising Cloud Demand Side Platform, Adobe Advertising Cloud Search, Adobe Advertising Cloud TV, and Adobe Advertising Cloud Creative offerings described below.
Adobe Advertising Cloud Demand-Side Platform (DSP)
Adobe Advertising Cloud DSP uses data to build identities and find optimal mixes to reach audiences. Adobe Advertising Cloud DSP manages tactics that span multiple sites simultaneously, effortlessly, and nearly instantly. It is the first independent demand-side platform that brings cross-screen and cross-channel integrations for planning, buying, measurement, and optimization. It is the only omnichannel demand-side platform that supports all forms of TV (linear, addressable, and connected), video, display, native, audio, social, and search campaigns. With real-time, in-dash reporting, custom reports, raw activity logs, and reporting APIs, customers get the ultimate flexibility to analyze campaign performance and make faster, more informed optimization choices. When combined with our proprietary ad creative management platform, integrated brand surveys, and other Adobe Experience Cloud products, customers have the ability to deliver engaging, personalized experiences.
Adobe Advertising Cloud Search
Adobe Advertising Cloud Search powered by Adobe Sensei AI brings customers the most comprehensive search management through the automation of search, shopping, and retargeting campaigns. Adobe Advertising Cloud Search offers model transparency and accuracy reports that give insight into actual performance rather than just forecasts for clicks, cost and
revenue. It helps Adobe Sensei to make the right decisions to most efficiently meet customers’ performance goals. With an intuitive navigation and time-saving workflows, it delivers powerful, real-time integration with Adobe Analytics, Adobe Audience Manager and Adobe Campaign and connects users’ data, audience segments, and other marketing channels.
Adobe Advertising Cloud TV
Adobe Advertising Cloud TV advances TV advertising through software. By using data and automation, Adobe Advertising Cloud TV helps customers make smarter TV buying decisions, deliver precision against their audiences, and increase the impact of their TV advertising with access to over 30,000 audience data attributes. With access to the most broadcast and linear cable inventory of any platform, Adobe Advertising Cloud TV opens the door to the entire TV experience – linear, addressable, and connected TV to reach 100+ million households across national, local, video-on-demand, and more.
Adobe Advertising Cloud Creative
Adobe Advertising Cloud Creative uniquely brings together designers and marketing professionals in a self-serve, intuitive interface. The direct integration with Adobe Creative Cloud apps enhances collaboration between customers’ ad production and media teams, enabling users to automatically create thousands of ads at scale. Using Adobe Advertising Cloud Creative, users can target, sequence, iterate, and optimize personalized ad experiences for their audiences. Adobe Advertising Cloud Creative is part of the Adobe Advertising Cloud DSP and can be enabled to work with other media buying properties.
Adobe Analytics Cloud
Adobe Analytics Cloud uses advanced machine learning and automation to provide a core intelligence engine for enterprises that allow customers to put real-time insights into action. With Adobe Analytics Cloud, enterprise-level marketing analytics is made understandable and accessible to everyone in the organization; targeting is improved, as our customers can connect their analytics with real-time activation so the transition from insight to action is fast; users are provided with an objective view of their customers’ journeys across every device and channel that helps them achieve better understanding of their ROI; and segmentation is more precise as our customers can discover and create high-value audiences and understand the best way to reach them. The following is a brief description of the solutions that comprise the Adobe Analytics Cloud.
Adobe Analytics
Adobe Analytics is our industry leading solution that helps our customers create a holistic view of their business by turning consumer interactions into actionable insights. From attribution and predictive modeling to contribution analysis and propensity scoring, Adobe Analytics is immersed in machine learning and AI. With intuitive and interactive dashboards and reports, our customers can sift, sort, and share real-time information to provide insights that can be used to identify problems and opportunities and to drive conversion and relevant consumer experiences. Our Analysis Workspace provides analysts our most powerful tools available at a click so they can create and curate reusable projects that are customized to their needs. Adobe Analytics enables web, social, video, mobile, attribution, and predictive analytics across online and offline channels to continuously improve the performance of marketing activities. Adobe Analytics lets users integrate everything from web, email, and CRM to voice and connected car data smoothly. It also provides the ability to perform advanced ad-hoc segmentation and to integrate data from offline and third-party sources.
Adobe Audience Manager
Adobe Audience Manager is a data management platform that helps digital publishers build unique audience profiles to identify the most valuable segments and use them across any digital channel. Adobe Audience Manager consolidates audience information from all available sources. It then identifies, quantifies and optimizes high-value target audiences, which can then be offered to advertisers via an integrated, secure, privacy-friendly management system that works across all advertising distribution platforms. Adobe Audience Manager provides access to multiple data sources, offering digital publishers the ability to use a wide variety of third-party data as well as Audience Manager’s private data co-op.
Adobe Marketing Cloud
Adobe Marketing Cloud provides a complete set of integrated digital marketing solutions. It contains everything necessary to deliver first-class digital experiences. Adobe Marketing Cloud enables our customers to manage their content and assets; grow audiences and increase engagement to optimize customer experiences; personalize content and deliver optimized experiences at scale that are meaningful to each of their customers; orchestrate individual cross-channel campaigns that encourage meaningful customer experiences; and plan, orchestrate and measure engagement with their prospects and customers at every stage of the experience journey on a single platform. Adobe Marketing Cloud also provides a solution that allows our customers to monetize video experiences. The following is a brief description of the solutions that comprise the Adobe Marketing Cloud.
Adobe Experience Manager
Adobe Experience Manager is a leading digital experience management solution that uses AI tools to help customers organize, create, and manage the delivery of creative assets and other content across digital marketing channels, including web, mobile, email, communities and video. It enables customers to manage content on premise or host it in the cloud, delivering agile and rapid deployment. With this ultimate control of content and campaigns, our customers can deliver real-time and personalized experiences to their consumers that help build customers’ brand, drive demand and extend reach. Adobe Experience Manager includes digital asset management, web content management, digital publishing, integrated mobile app development, enterprise-level forms management, and social capabilities, providing customers with tools enabling users to improve their market and brand perception and provide a personalized experience to their consumers.
Adobe Campaign
Adobe Campaign is optimized for B2C experiences involving high volume email and cross-channel campaign management. Adobe Campaign enables marketers to manage the customer journey and orchestrate personalized experiences determined by each consumer’s behaviors and preferences. As part of its feature set, Adobe Campaign provides visual campaign orchestration, allowing for intuitive design and automated consumer experiences across channels, from one-off campaigns to triggered messages, with a graphically rich interface. Marketers can also integrate consumer data from across marketing channels to develop and deliver more relevant marketing experiences to their consumers through email, mobile, offline channels, and more. Features also include targeted segmentation, multilingual email execution, real-time interaction, in-app messaging, and operational reporting to easily see how well campaigns are performing.
Adobe Target
Adobe Target lets our customers test, target and personalize content across multiple devices. With Adobe Target, our customers have the tools they need to quickly discover what gets noticed and what increases conversion and engagement. It paves a path from simple testing to targeting to true segmentation and optimization through A/B and multivariate testing, AI-powered automation at scale, content targeting and automated decision-making. Adobe Target capabilities also enable our customers to test and target adaptive or responsive mobile web experiences.
Marketo Engagement Platform
Marketo Engagement Platform is optimized for B2B, cross-channel campaigns requiring lead management, account-based marketing and revenue attribution technology by bringing together planning, engagement and measurement capabilities into an integrated marketing platform. Marketo Engagement Platform simplifies how companies plan, orchestrate and measure engagement with prospects and customers at every stage of their experience. It offers a feature-rich and cloud-native platform with a set of solutions for delivering transformative customer experiences across industries and companies of all sizes.
Adobe Primetime
Adobe Primetime is a multiscreen TV platform that helps broadcasters, cable networks, and pay-TV providers create and monetize engaging, personalized viewing experiences. When integrated with Adobe Experience Cloud solutions, media sellers can optimize campaign and advertisement delivery in real time. Adobe Primetime combined with Adobe Analytics captures detailed authentication and viewing behavior across devices and delivers effective insights.
Magento Commerce Cloud
Magento Commerce Cloud offers digital commerce enablement and order orchestration for both physical and digital goods across a range of industries, including consumer packaged goods, retail, wholesale, manufacturing and the public sector. Magento Commerce Cloud brings together digital commerce, order management and predictive intelligence to enable shopping experiences that scale from mid-market to enterprise businesses. Based on an open-source ecosystem, Magento Commerce Cloud extends beyond the web shopping cart to every shoppable experience, including email, mobile, in-store, and marketplaces. Magento Commerce Cloud combined with the Adobe Experience Cloud offers a single, end-to-end platform for content creation, marketing, advertising, analytics and commerce for business-to-business and business-to-consumer customers globally.
Other Products and Services
We also offer a broad range of other enterprise and digital media products and services. Information about other products not referenced here can be found on our corporate website, www.adobe.com.
OPERATIONS
Marketing and Sales
We market and license our products directly using our sales force and certain local offices and through our own website at www.adobe.com. We also market and distribute our products through sales channels, which include distributors, retailers, software developers, SIs, ISVs and VARs, as well as through OEM and hardware bundle customers.
We support our end users throughOur local field offices and our worldwide distribution network, which includesinclude locations in Australia, Austria, Belgium, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Finland, France, Germany, Hong Kong, India, Ireland, Israel, Italy, Japan, Mexico, Moldova, the Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Turkey,United Arab Emirates, the United Kingdom and the United States.
We sell the majority of our products through a software subscription model where our customers purchase access to a product for a specific period of time during which they always have rights to use the most recent version of that product. We also license perpetual versions of our software with maintenance and support, which includes rights to upgrades, when and if available, support, updates and enhancements.
For fiscal 20152018, 20142017 and 2013,2016, there were no customers that represented at least 10% of net revenue. InAs of fiscal year end 20152018 and 20142017, no single customer was responsible for over 10% of our trade receivables.
Order Fulfillment Distribution
The procurement of the various components of packaged products, including DVDs and printed materials, and the assembly of packages for retail and other applications products is controlled by our product delivery operations organization. We outsource our procurement, production, inventory and fulfillment activities to third parties in the United States, Germany and Singapore.
To date, we have not experienced significant difficulties in obtaining raw materials for the manufacture of our products or in the replication of DVDs, printing and assembly of components.
Our evolution to a services and subscription-based business model has decreased the need to produce and distribute physical products. We still produce packaged products for a subset of our business, but that percentage is declining as the digital delivery of our services and subscriptions continues to grow.
Services and Support
Adobe Global Services providesWe provide expert consulting, customer success management, technical support, and traininglearning services across all our customer segments, including enterprises, small and medium businesses, creative professionals, and consumers. With a focus on ensuring sustained customer success and realized value, this comprehensive portfolio of services is designed to help customers and partners maximize the return on their investments in our cloud solutions and licensed products. Our service and support revenue consists primarily of consulting fees, software maintenance, technical support fees and training fees.
Consulting Services
We have a global professional services team dedicated to designing and implementing solutions for our largest customers. Our professional services team uses a comprehensive, customer-focused methodology that has been refined over years of capturing and analyzing best practices from numerous customer engagements across a diverse mix of solutions, industries, and customer segments. Increasingly, our customers seek to integrate across Adobe’s products and cloud solutions, and engage our professional services teams to share their expertise in leading customers’ digital strategies and multi-solution integrations. Using our methodology, our professional services teams are able to accelerate customers’ time to value, and maximize the return customers earn on their investment in Adobe solutions.
A key component of Adobe’s strategy is developing a large partner ecosystem to expand the reach and breadth of Adobe solutions in the global marketplace. In addition,order to assist partners in building their respective digital practices, Adobe Global Services focuses on its large and vibrant partner ecosystem that includesprovides a mixcomprehensive set of global SIs, regional SIs, VARs, digitaldeliverables through Adobe’s Solution Partner Program. The breadth of services described in the program provides system integrators, agencies, and solution partners.regional partners the tools required to develop core capabilities for positioning and building with Adobe invests in this ecosystem to ensure itstechnology, as well as implementing and running customer platforms. We believe that through these programmatic services and support, our joint customers benefit greatly by the combination of Adobe technology and the deep customer context that our global partners have with the right skills and knowledge about our technologies and integration best practices. Consequently, this ecosystem provides our customers several different options to supplement their internal capabilities, and a large accessible pool of skilled resources that can help deploy and manage Adobe solutions. This approach not only creates value for our customers and partners, but also creates a large and productive go-to-market channel for our sales teams.represent.
Customer Success Account Management
For our largest Digital Marketing and Digital Media customers, Adobe Global ServicesCustomer Solutions provides post-sales Customer Success Managers, who work individually with specific enterprise customers on an ongoing basis to understand their current and future business needs, promote faster solution adoption, and align solutionproduct capabilities to customers’ business objectives to maximize the return on their investment in Adobe’s solutions.offerings. We engage customers to share innovative best practices, relevant industry and vertical knowledge, and proven success strategies based on our extensive engagements with leading marketers and brands. The performance of these teams is directly associated with customer-focused outcomes, notably ongoing customer retention.
Technical Support
Adobe provides enterprise maintenance and support services to customers of subscription products as part of the subscription entitlement, and to perpetual license customers via annual fee-based maintenance and support programs. These offerings provide:
technical support on the products they have purchased from Adobe;
“how to” help in using our products; and
product upgrades and enhancements during the term of the maintenance and support or subscription period, which is typically one to three years.
We provide product support through a global support organization that includes several regional and global support centers, supplemented with outsourced vendors for specific services. Customers can seek help through multiple channels including phone, chat, web, social media, and email, allowing quick and easy access to the information they need. These teams are responsible for providing timely, high-quality technical expertise on all our products.
We also offer a range of support programs, from fee-based incidents to annual support contract options. As a registered owner of the current version of an Adobe desktop product,Certain consumers are eligible to receive Getting Started support, on certain matters, to supportassist with easy adoption of their products. Support for some products and in some countries may vary. For enterprise customers with higher-levelgreater support needs, we offer personalized service options through Premium Services options, delivered by technical account managers who can also provide proactive risk mitigation services and on-site support services for those with business critical deployments.
Lastly, we also offer delivery assurance, technical support, and enablement services to partners and developer organizations. Through the Adobe Partner Connection Reseller Program, we provide developers with high-quality tools, software development kits, information and services.
TrainingDigital Learning Services
Adobe Global Services offers a comprehensive portfolio of traininglearning and enablement services to assist our customer and partner teams in the use of our products, including those within Digital Marketing,Experience, Digital Media and other legacy products and solutions. Our training portfolio includes a large number of free online self-service learning options on www.training.adobe.com. These self-service offerings are supplemented by a number of free introductory programs on best practices that Adobe conducts. AdobeDigital Learning Services also provides a numberhas an extensive portfolio of fee-based education options,learning programs including a wide range of traditional classroom, virtual, and on-demand training and certifications delivered by our team of training professionals and partners across the globe.
These core offerings are complemented by our custom learning and education services, such as our Digital Marketing Learning Center of Excellence, towhich support our largest enterprise customers and their unique requirements. Solution-specific Skills Assessmentsskills assessments help our enterprise customers objectively assess the knowledge and competencies within their marketing teams and tailor their learning priorities accordingly. Finally, aligned with our cloud strategy, we have introduced a new learning subscription service that enables customers to access all availableboth business and technical Digital MarketingExperience training over a 12-month period, which is a scalable approach to support the ongoing advancement of our customers’ marketing teams and skill sets.supporting long-term learning.
Investments
WeFrom time to time we make direct investments in privately held companies. We enter into these investments with the intent of securing financial returns as well as for strategic purposes, as they often increase our knowledge of emerging markets and technologies as well asand expand our opportunities to provide Adobe products and services.
PRODUCT DEVELOPMENT
As the software industry is characterized by rapid technological change, aA continuous high level of investment is required for the enhancement of existing products and servicessolutions and the development of new products and services.solutions due to the speed of technological change that characterizes the software industry. We develop our software internally, as well as acquire products or technology developed by others by purchasing the stock or assets of the business entity that ownedowns the technology. In other instances, we have licensed or purchased the intellectual property ownership rights of programs developed by others with license or technology transfer agreements that may obligate us to pay a flat license fee or royalties, typically based on a dollar amount per unit shipped or a percentage of the revenue generated by those programs.
During fiscal 2015, 2014 and 2013, our research and development expenses were $862.7 million, $844.4 million and $826.6 million, respectively.
PRODUCT PROTECTIONPROTECTING AND LICENSING OUR PRODUCTS
We regardprotect our software as proprietary and protect it under the lawsintellectual property through a combination of patents, copyrights, patents, trademarks and trade secrets.secrets, foreign intellectual property laws, confidentiality procedures and contractual provisions. We have a number of domesticUnited States and foreign patents and pending applications that relate to various aspects of our products and technology. While we believeAlthough our patents have value, no single patent is material to us oressential to any of our reporting segments.principal businesses. We have also registered, and applied for the registration of, U.S. and international trademarks, service marks, domain names and copyrights.
Our enterprise customers license our hosted offerings as On-demand Services or Managed Services, and consumers primarily use our desktop software and mobile apps. We license our desktop software to users under ‘click through’ or signed license agreements containing restrictions on duplication, disclosure, and transfer. Similarly, cloud products and services are provided to users under ‘click through’ or signed agreements containing restrictions on access and use.
Despite our efforts to protect the source code of our software programs as trade secretsproprietary technology and make source code available to third parties only under limited circumstances and subject to specific security and confidentiality constraints. From time to time, we secure rights to third-partyour intellectual property if beneficialrights, unauthorized parties may attempt to copy or obtain and use our business.
Our products are generally licensedtechnology to end users under one ofdevelop applications with the following two methods:
| |
(1) | We offer products on a “right to use” basis pursuant to a license that restricts the use of the products to a designated number of devices, users or both. We also rely on copyright laws and on “shrink wrap” and electronic licenses that are not physically signed by the end user. Copyright protection may be unavailable under the laws of certain countries and the enforceability of “shrink wrap” and electronic licenses has not been conclusively determined in all jurisdictions. |
| |
(2) | We offer products under a SaaS or on-demand model, where hosted software is provided on demand to customers, generally through a web browser. The use of these products is governed by either the online terms of use or an enterprise licensing agreement associated with the product. |
same functionality as our application. Policing unauthorized use of computerour technology and intellectual property rights is difficult. We believe that our transition from perpetual-use software is difficultlicenses to a subscription-based business model combined with the increased focus on cloud-based computing has and software piracy is a persistent problem for the software industry. This problem is particularly acute in international markets. We conduct piracy conversion and prevention programs
directly and through certain external software associations. In addition, we have activation technology in certain products to guard against illegal use and willmay continue to do so in certain futureimprove our efforts to combat the pirating of our products.
EMPLOYEES
As of November 27, 201530, 2018, we employed 13,89321,357 people. We have not experienced work stoppages and believe our employee relations are good.
AVAILABLE INFORMATION
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our Investor Relations website at www.adobe.com/adbe as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information posted on our website is not incorporated into this report.
EXECUTIVE OFFICERS
Adobe’s executive officers as of January 15, 201618, 2019 are as follows:
|
| | | | |
| Name | | Age | | Positions |
Shantanu Narayen | | 5255 | | Chairman, President and Chief Executive Officer
Mr. Narayen currently serves as Adobe’sour Chairman of the Board, President and Chief Executive Officer. Mr. NarayenHe joined Adobe in January 1998 as Vice President and General Manager of Adobe’sour engineering technology group. In January 1999, he was promoted to Senior Vice President, Worldwide Products, and in March 2001 he was promoted to Executive Vice President, Worldwide Product Marketing and Development. In January 2005, Mr. Narayen was promoted to President and Chief Operating Officer, and ineffective December 2007, he was appointed our Chief Executive Officer of Adobe and joined the Adobeour Board of Directors. In January 2017, he was named our Chairman of the Board. Mr. Narayen serves as lead independent director on the board of directors of Pfizer, a multinational pharmaceutical corporation. He previously served as a director of Dell from September 2009 to October 2013. Mr. Narayen holds a B.S. in Electronics Engineering from Osmania University in India, a M.S. in Computer Science from Bowling Green State University and an M.B.A. from the Haas School of Business, University of California, Berkeley. |
| John Murphy | | 50 | | Executive Vice President and Chief Financial Officer
Mr. Murphy currently serves as our Executive Vice President and Chief Financial Officer. He joined Adobe in March 2017 and served as our Senior Vice President, Chief Accounting Officer and Corporate Controller until April 2018. Prior to joining Adobe, Mr. Narayen co-founded PictraMurphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from September 2014 to March 2017. He previously served as Senior Vice President, Controller and Chief Accounting Officer of DIRECTV Inc. from November 2007 until August 2014, and Vice President and General Auditor of DIRECTV from October 2004 to November 2007. Prior to joining DIRECTV he worked at several global companies, including Experian, Nestle, and Atlantic Richfield (ARCO), in a digital photo sharing software company, in 1996.variety of finance and accounting roles. He wasserved as Director of DesktopDirecTV Holdings LLC from November 2007 until August 2014. Mr. Murphy serves on the Corporate Advisory Board of the Marshall School of Business at the University of Southern California. He holds an MBA from the Marshall School of Business at the University of Southern California, a B.S. in Accounting from Fordham University and Collaboration productsis a Certified Public Accountant. |
|
| | | | |
| Name | | Age | | Positions |
| Scott Belsky | | 38 | | Chief Product Officer and Executive Vice President, Creative Cloud
Mr. Belsky joined Adobe in December 2017 as Chief Product Officer and Executive Vice President, Creative Cloud. Prior to joining Adobe in December 2017, Belsky was a venture investor at Silicon Graphics Inc. before founding Pictra.Benchmark in San Francisco from February 2016 to December 2017. Prior to Benchmark, Belsky led Adobe's mobile strategy for Creative Cloud from December 2012 to January 2016, having joined the company through the acquisition of Behance. Belsky co-founded Behance in 2006 and served as its CEO for over 6 years. He is an early advisor and investor to Pinterest, Uber, and Warby Parker among other early-stage companies, and co-founded and serves on the board of Prefer, a referrals platform that empowers the careers of independent professionals. Mr. Narayen isBelsky also a directorserves on the advisory board of Pfizer Inc.Cornell University's Entrepreneurship Program and as President of the Smithsonian Cooper-Hewitt National Design Museum board of trustees. |
Mark GarrettBryan Lamkin | | 58 | | Executive Vice President and General Manager, Digital Media
Mr. Lamkin currently serves as Executive Vice President and General Manager, Digital Media. He rejoined Adobe in February 2013 as Senior Vice President, Technology and Corporate Development. From June 2011 to May 2012, Mr. Lamkin served as President and Chief FinancialExecutive Officer of Clover, a mobile payments platform. Prior to Clover, Mr. Lamkin co-founded and served as the Chief Executive Officer of Bagcheck, a sharing and discovery platform, from June 2010 to May 2011. From April 2009 to June 2010, Mr. Lamkin served as Senior Vice President of Consumer Products and Applications at Yahoo!, a global technology company providing online search, content and communication tools. From May 2008 to April 2009, Mr. Lamkin served as Executive in Residence at Sutter Hill Ventures. Mr. Lamkin previously was with Adobe from 1992 to 2006 and held various senior management positions including Senior Vice President, Creative Solutions Business Unit.
|
Ann Lewnes
| | 57 | | Executive Vice President and Chief Marketing Officer Mr. Garrett
Ms. Lewnes joined Adobe in February 2007November 2006 and currently serves as Executive Vice President and Chief FinancialMarketing Officer. Prior to joining Adobe, Ms. Lewnes spent 20 years at Intel Corporation, where she was Vice President of Sales and Marketing. Ms. Lewnes is a board member of Mattel, The Ad Council, and the Adobe Foundation. |
Donna Morris
| | 51 | | Chief Human Resources Officer and Executive Vice President, Employee Experience
Ms. Morris currently serves as Chief Human Resources Officer and Executive Vice President of Adobe's Global Customer and Employee Experience organization. Ms. Morris joined Adobe as Senior Director of Global Talent Management in April 2002 through the acquisition of Accelio Corporation, a Canadian software company, where she served as Vice President of Human Resources and Learning. In December 2005, Ms. Morris was promoted to Vice President Global Human Resources Operations and subsequently to Senior Vice President Human Resources in March 2007. Ms. Morris is a director of Marvell Technology Group Limited and the Adobe Foundation. |
| Abhay Parasnis | | 44 | | Executive Vice President and Chief Technology Officer
Mr. Garrett servedParasnis joined Adobe in July 2015 as Senior Vice President of Adobe's Cloud Technology & Services organization and Chief FinancialTechnology Officer. Prior to joining Adobe, he served as President and Chief Operating Officer at Kony, Inc. from March 2013 to March 2015. From January 2012 to November 2013, Mr. Parasnis was a Senior Vice President and later Strategic Advisor for the Oracle Public Cloud at Oracle. Prior to joining Oracle, he was General Manager of Microsoft Azure AppFabric at Microsoft from April 2009 to December 2011. |
| Dana Rao | | 49 | | Executive Vice President, General Counsel and Corporate Secretary
Mr. Rao currently serves as our Executive Vice President, General Counsel and Corporate Secretary. He joined Adobe in April 2012 and served as our Vice President, Intellectual Property and Litigation where he spearheaded strategic initiatives including the Software Groupcompany’s litigation efforts, and its patent, trademark and copyright portfolio strategies until June 2018. Prior to joining Adobe, Mr. Rao was with Microsoft Corporation for 11 years, serving in a variety of EMC Corporation,roles including Associate General Counsel of Intellectual Property and Licensing, where he oversaw all patent matters for Microsoft’s entertainment and devices division as well as the company-wide patent acquisition team. From 1997 until March 2001, he served as a products, servicespatent attorney at Fenwick & West. He holds a B.S. in Electrical Engineering from Villanova University and solutions provider for information managementa J.D. from George Washington University. |
|
| | | | |
| Name | | Age | | Positions |
Bradley Rencher
| | 45 | | Executive Vice President and storage, from June 2004 to January 2007, his most recent position since EMC’s acquisition of Documentum, Inc., an enterprise content management company, in December 2003. General Manager, Digital Experience
Mr. Garrett first joined DocumentumRencher serves as Executive Vice President and Chief Financial OfficerGeneral Manager of Adobe's Digital Experience business unit. Mr. Rencher joined Omniture, Inc. in 1997, holding that position through October 1999January 2008 as Vice President of Corporate Development and then re-joining Documentumwas promoted to Senior Vice President of Business Operations prior to Adobe's acquisition of Omniture in 2009. Following the acquisition, he joined Adobe as ExecutiveVice President of Business Operations. Mr. Rencher was promoted to Vice President and Chief Financial OfficerGeneral Manager, Omniture business unit in 2002.2010 and subsequently to Senior Vice President in 2011. Prior to joining Omniture, Mr. GarrettRencher was a member of the technology investment banking team at Morgan Stanley from 2005 to 2008 and a member of the investment banking team at RBC Capital Markets from 1998 to 2004. Mr. Rencher is also a director of Pure Storage, Inc.Pluralsight and Model N, Inc.the Utah Symphony. |
| Matthew Thompson | | 5760 | | Executive Vice President, Worldwide Field Operations
Mr. Thompson currently serves as Executive Vice President, Worldwide Field Operations. Mr. Thompson joined Adobe in January 2007 as Senior Vice President, Worldwide Field Operations. In January 2013, he was promoted to Executive Vice President, Worldwide Field Operations. Prior to joining Adobe, Mr. Thompson served as Senior Vice President of Worldwide Sales at Borland Software Corporation, a software delivery optimization solutions provider, from October 2003 to December 2006. Prior to joining Borland, Mr. Thompson was Vice President of Worldwide Sales and Field Operations for Marimba, Inc., a provider of products and services for software change and configuration management, from February 2001 to January 2003. From July 2000 to January 2001, Mr. Thompson was Vice President of Worldwide Sales for Calico Commerce, Inc., a provider of eBusiness applications. Prior to joining Calico, Mr. Thompson spent six years at Cadence Design Systems, Inc., a provider of electronic design technologies. While at Cadence, from January 1998 to June 2000, Mr. Thompson served as Senior Vice President, Worldwide Sales and Field Operations and from April 1994 to January 1998 as Vice President, Worldwide Professional Services. Mr. Thompson is a board member of NCR Corporation. |
|
| | | | |
NameMark Garfield | | Age | | Positions |
Michael Dillon
| | 5748 | | Senior Vice President, General CounselChief Accounting Officer and Corporate SecretaryController
Mr. Dillon joined Adobe in August 2012Garfield currently serves as Seniorour Vice President, General CounselChief Accounting Officer and Corporate Secretary.Controller. Prior to joining Adobe in December 2018, Mr. Dillon served as General Counsel and Corporate Secretary of Silver Spring Networks, a networking solutions provider, from November 2010 to August 2012. Before joining Silver Spring Networks, Mr. Dillon served in various capacities at Sun Microsystems, a diversified computer networking company, prior to its acquisition by Oracle Corporation. While at Sun Microsystems, from April 2006 to January 2010, Mr. Dillon served as Executive Vice President, General Counsel and Secretary, from April 2004 to April 2006, as Senior Vice President, General Counsel and Corporate Secretary, and from July 2002 to March 2004 as Vice President, Products Law Group. From October 1999 until June 2002, Mr. Dillon served as Vice President, General Counsel and Corporate Secretary of ONI Systems Corp, an optical networking company. |
Bryan Lamkin | | 55 | | Senior Vice President and General Manager, Digital Media
Mr. Lamkin currently serves as Senior Vice President and General Manager, Digital Media. He rejoined Adobe in February 2013 as Senior Vice President, Technology and Corporate Development. From June 2011 to May 2012, Mr. Lamkin served as President and Chief Executive Officer of Clover, a mobile payments platform. Prior to Clover, Mr. Lamkin co-founded andGarfield served as the Chief Executive Officer of Bagcheck, a sharing and discovery platform, from June 2010 to May 2011. From April 2009 to June 2010, Mr. Lamkin served as Senior Vice President of Consumer Products and Applications at Yahoo!, a global technology company providing online search, content and communication tools. From May 2008 to April 2009 Mr. Lamkin served as Executive in Residence at Sutter Hill Ventures. Mr. Lamkin previously was with Adobe from 1992 to 2006 and held various senior management positions including Senior Vice President, Creative Solutions Business Unit.
|
Ann Lewnes
| | 54 | | Senior Vice President and Chief Marketing Officer
Ms. Lewnes joined AdobeFinance of Cloudflare, Inc. commencing in November 2006 and currently serves2017. He served as Senior Vice President and Chief Marketing Officer.Accounting Officer at Symantec Corporation from March 2014 to October 2017. Prior to joining Adobe, Ms. Lewnes spent 20 yearsSymantec, he was at IntelBrightstar Corporation where she was Vice President of Sales and Marketing. Ms. Lewnes has been elected to the board of directors of Mattel, Inc., effective February 1, 2015.
|
Donna Morris
| | 48 | | Senior Vice President, Customer and Employee Experience
Ms. Morris currently serves as Senior Vice President of Adobe’s Global Customer and Employee Experience organization. Ms. Morris joined Adobe as Senior Director of Global Talent Management in April 2002 through the acquisition of Accelio Corporation, a Canadian software company, where she served as Vice President of Human Resources and Learning. In December 2005 Ms. Morris was promoted to Vice President Global Human Resources Operations and subsequently to Senior Vice President Human Resources in March 2007.
|
Abhay Parasnis | | 41 | | Senior Vice President, Cloud Technology & Services and Chief Technology Officer
Mr. Parasnis joined Adobe in July 2015 as Senior Vice President of Adobe's Cloud Technology & Services organization and Chief Technology Officer. Prior to joining Adobe, he served as President and Chief Operating Officer at Kony, Inc. from March 2013 to March 2015. From January 2012 to November 2013, Mr. Parasnis was a Senior Vice President and later Strategic Advisor for the Oracle Public Cloud at Oracle. Prior to joining Oracle, he was General Manager of Microsoft Azure AppFabric at Microsoft from April 2009 to December 2011.
|
Bradley Rencher
| | 42 | | Senior Vice President and General Manager, Digital Marketing
Mr. Rencher servesprimarily as Senior Vice President and General ManagerChief Accounting Officer from January 2013 to February 2014. Mr. Garfield served as Director of Adobe’s Digital Marketing business unit. Mr. Rencher joined Omniture, Inc. in January 2008 as Vice President of Corporate Development and was promotedFinance at Advanced Micro Devices from August 2010 to Senior Vice President of Business Operations prior to Adobe’s acquisition of Omniture in 2009. Following the acquisition he joined Adobe as Vice President of Business Operations. Mr. Rencher was promoted to Vice President and General Manager, Omniture business unit in 2010 and subsequently to Senior Vice President in 2011.December 2012. Prior to joining Omniture,Advanced Micro Devices, Mr. Rencher wasGarfield also served in senior level finance roles at LoudCloud and Ernst and Young. Mr. Garfield holds a memberB.A. in Business Economics from University of the technology investment banking teamCalifornia at Morgan Stanley from 2005 to 2008 and a member of the investment banking team at RBC Capital Markets from 1998 to 2004.Santa Barbara.
|
|
| | | | |
Name | | Age | | Positions |
Richard T. Rowley | | 59 | | Vice President, Corporate Controller and Chief Accounting Officer
Mr. Rowley joined Adobe in November 2006 and currently serves as Vice President, Corporate Controller and Principal Accounting Officer. Prior to joining Adobe, Mr. Rowley served as Vice President, Corporate Controller, Treasurer and Principal Accounting Officer at Synopsys, Inc., a semiconductor design software company, from December 2002 to September 2005 and from 1999 to December 2002, Mr. Rowley served as Vice President, Corporate Controller and Principal Accounting Officer. From 1994 to 1999, Mr. Rowley served in several finance-related positions at Synopsys. Mr. Rowley is a certified public accountant.
|
ITEM 1A. RISK FACTORS
As previously discussed, our actual results could differ materially from our forward-looking statements. FactorsBelow we discuss some of the factors that mightcould cause or contribute to such differences include, but are not limited to, those discussed below.these differences. These and many other factors described in this report could adversely affect our operations, performance and financial condition.
Our competitive position and results of operations could be harmed if we do not compete effectively.
The markets for our products and services are characterized by intense competition, new industry standards, evolving distribution models, limited barriers to entry, disruptive technology developments, short product life cycles, customer price sensitivity and frequent product introductions (including alternatives with limited functionality available at lower costs or free of charge). Any of these factors could create downward pressure on pricing and gross margins and could adversely affect our renewal and upsell and cross-sell rates, as well as our ability to attract new customers. Our future success will depend on our continued ability to enhance and integrate our existing products and services, introduce new products and services in a timely and cost-effective manner, meet changing customer expectations and needs, extend our core technology into new applications, and anticipate emerging standards, business models, software delivery methods and other technological developments. Furthermore, some of our competitors and potential competitors enjoy competitive advantages such as greater financial, technical, sales, marketing and other resources, broader brand awareness, and access to larger customer bases. As a result of these advantages, potential and current customers might select the products and services of our competitors, causing a loss of our market share. In addition, consolidation has occurred among some of our competitors. Further consolidations in these markets may subject us to increased competitive pressures and may harm our results of operations.
If we cannot continue to develop, acquire, market and offer new products and services or enhancements to existing products and services that meet customer requirements, our operating results could suffer.
The process of developing and acquiring new high technology products and services and enhancing existing products and servicesofferings is complex, costly and uncertain. If we fail to anticipate customers’ rapidly changing needs and expectations or adapt to emerging technological trends, our market share and results of operations could suffer. We must make long-term investments, develop, acquire or obtain appropriate intellectual property and commit significant resources before knowing whether our predictions will accurately reflect customer demand for our products and services. If we are unable to extendmisjudge customer needs in the future, our core technologies into new applications and new platforms and to anticipate or respond to technological changes, the market’s acceptance of our products and services could declinemay not succeed and our results would suffer.revenues and earnings may be harmed. Additionally, any delay in the development, production,acquisition, marketing or offeringlaunch of a new product or serviceoffering or enhancement to an existing product or serviceoffering could result in customer attrition or impede our ability to attract new customers, causing a decline in our revenue, earnings or stock price and weakening our competitive position. We maintain strategic relationships with third parties to market certain of our products and services and support certain product functionality. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace, to reach new customers and geographies or to grow our revenue could be impaired and our operating results could suffer.
We offer our products on a variety of personal computers, tablet and mobile devices. Recent trends have shown a technological shifthardware platforms. Consumers continue to migrate from personal computers to tablet and mobile devices. If we cannot continue to adaptadapting our products to tablet and mobile devices, or if our business could be harmed. To the extent that consumer purchases of these devices slow down, or to the extent that significant demand arises for ourcompetitors can adapt their products or competitive products on other platforms before we offer our products on those platforms,more quickly than us, our business could be harmed. Releases of new devices or operating systems may make it more difficult for our products to perform or may require significant costs in order for us to adapt our solutions to such devices or operating systems. These potential costs and delays could harm our business.
Introduction of new products, services and business models by competitors or otherstechnology could harm our competitive positionbusiness and results of operations.
The markets for our productsexpectations and servicesneeds of technology consumers are characterized by intense competition, evolving industry standards, emerging business and distribution models, disruptive technology developments, short product and service life cycles, price sensitivity on the part of customers and frequent new product introductions (including alternatives with limited functionality available at lower costs or free of charge). Any of these factors could create downward pressure on pricing and gross margins and could adversely affect our renewal and upgrade rates, as well as our ability to attract new customers.constantly evolving. Our future success will dependdepends on a variety of factors, including our continued ability to enhance our existing products and services,innovate, introduce new products and services onefficiently, enhance and integrate our products and services in a timely and cost-effective basis, meet changing customer needs,manner, extend our core technology into new applications, and anticipate and respond to emerging standards, business models, software delivery methods and other technological developments, such as the evolutiondevelopments. Integration of our products and emergence of digital application marketplaces as a direct salesservices with one another and software delivery environment. These digital application marketplaces often have exclusive distribution for certain platforms, which may make it more difficult for us to compete in these markets.other companies’ offerings creates an increasingly complex ecosystem that is partly reliant on third parties. If any disruptive technology, or competing products, services or operating systems (that dothat are not supportcompatible with our solutions)solutions, achieve widespread acceptance, our operating results could suffer. In addition, consolidation has occurred among some of the competitors in the markets in which we compete. Further consolidations in these markets may subject us to increased competitive pressuressuffer and may therefore harm our results of operations.business could be harmed.
The introduction of certain technologies may reduce the effectiveness of our products. For example, some of our products rely on third-party cookies, which are placed on individual browsers when consumers visit websites that contain advertisements. We use these cookies to help our customers more effectively advertise, to gauge the performance of their advertisements, and to detect and prevent fraudulent activity. Consumers can block or delete cookies through their browsers or “ad-blocking” software
or applications. The most common Internet browsers allow consumers to modify their browser settings to prevent cookies from being accepted by their browsers, or are set to block third-party cookies by default. Increased use of methods, software or applications that block cookies could harm our business.
For additional information regarding
Security breaches in data centers we manage, or third parties manage on our competitionbehalf, may compromise the confidentiality, integrity, or availability of employee and customer data, which could expose us to liability and adversely affect our reputation and business.
We process and store significant amounts of employee and customer data, most of which is hosted by third-party service providers. A security incident impacting our own data centers or those controlled by our service providers may compromise the risks arising outconfidentiality, integrity or availability of this data. Unauthorized access to or loss or disclosure of data stored by Adobe or our service providers may occur through break-ins, breaches of a secure network by an unauthorized party, software vulnerabilities or coding errors, employee theft or misuse or other misconduct. It is also possible that unauthorized access to or disclosure of customer data may be obtained through inadequate use of security controls by customers or employees. Accounts created with weak or recycled passwords could allow cyber-attackers to gain access to customer data. Additionally, failure by customers to remove accounts of their own employees, or the granting of accounts by the customer in an uncontrolled manner, may allow for access by former or unauthorized customer representatives. If there were an inadvertent disclosure of customer data, or if a third party were to gain unauthorized access to the data we possess on behalf of our customers, our operations could be disrupted, our reputation could be damaged and we could be subject to claims or other liabilities, regulatory investigations, or fines. In addition, such perceived or actual unauthorized loss or disclosure of the competitive environmentinformation we collect or breach of our security could damage our reputation, result in which we operate, see the section entitled “Competition” containedloss of customers and harm our business.
We rely on data centers managed both by Adobe and third parties to host and deliver our services, as well as access, collect, use, transmit, and store data, and any interruptions or delays in Part I, Item 1 of this report.these hosted services, or failures in data collection or transmission could expose us to liability and harm our business and reputation.
If we fail to successfully manage transitions to newMuch of our business models and markets, our results of operations could suffer.
We often release new offerings and employ new productrelies on hardware and services that are hosted, managed, and controlled directly by Adobe or third-party service providers, including our online store at adobe.com, Creative Cloud, Document Cloud, and Experience Cloud solutions. We do not have redundancy for all of our systems, many of our critical applications reside in only one of our data centers, and our disaster recovery planning may not account for all eventualities. If our business relationship with a third-party provider of hosting or content delivery methods in connectionservices is negatively affected, or if one of our content delivery suppliers were to terminate its agreement with our diversification into new business models and markets. It is uncertain whether these strategies will prove successful or whetherus, without adequate notice, we willmight not be able to developdeliver the necessary infrastructurecorresponding hosted offerings to our customers, which could subject us to reputational harm, costly and business models more quickly than our competitors. Market acceptance of new product and service offerings will be dependent in part on our ability to (1) include functionality and usability that address customertime intensive notification requirements, and (2) optimally price our products and services in light of marketplace conditions, our costs and customer demand. New product and service offerings may increase our risk of liability related to the provision of services and cause us to incur significant technical, legallose customers and future business. Occasionally, we migrate data among data centers and to third-party hosted environments. If a transition among data centers or other costs. For example, withto third-party service providers encounters unexpected interruptions, unforeseen complexity, or unplanned disruptions despite precautions undertaken during the process, this may impair our cloud-based services and subscription-based licensing models, such as Creative Cloud, we have entered markets that may not be fully accustomed to cloud-based subscription offerings. Market acceptancedelivery of such services is affected by a variety of factors, including information security, reliability, performance, customer preference, social and community engagement, local government regulations regarding online services and user-generated content, the sufficiency of technological infrastructure to support our products and services to customers and result in certain geographies, customer concernsincreased costs and liabilities, which may harm our operating results and our business.
It is also possible that hardware or software failures or errors in our systems (or those of our third-party service providers) could result in data loss or corruption, cause the information that we collect or maintain to be incomplete or contain inaccuracies that our customers regard as significant, or cause us to fail to meet committed service levels or comply with entrusting a third party to store and manage its data, consumer concerns regarding data privacy and the enactment of laws or regulations that restrictregulatory notification requirements. Furthermore, our ability to provide such services to customers in the United Statescollect and report data may be delayed or internationally. If we are unable to respond to these threats, our business could be harmed.
From time to time we open-source certain of our technology initiatives, provide broader open access to our technology, license certain of our technology on a royalty-free basis, or release selected technology for industry standardization. Additionally, customer requirements for open standards or open-source products could impact adoption or use of some of our products or services. To the extent we incorrectly predict customer requirements for such products or services, or if there is a delay in market acceptance of such products or services, our business could be harmed.
We also devote significant resources to the development of technologies and service offerings in markets where our operating history is less extensive, such as the marketplace for stock imagery. These new offerings and markets may require a considerable investment of technical, financial, compliance and sales resources, and a scalable organization. Some of our competitors may have advantages over us due to their larger presence, larger developer network, deeper market experience and larger sales, consulting and marketing resources. In addition, the metrics we use to gauge the status of our business model transition may evolve over the course of the transition as significant trends emerge. If we are unable to successfully establish new offerings in light of the competitive environment, our results of operations could suffer.
Subscription offerings and ETLAs could create risks related to the timing of revenue recognition.
Our subscription model creates certain risks related to the timing of revenue recognition and potential reductions in cash flows. A portion of the subscription-based revenue we report each quarter results from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters. A decline in new or renewed subscriptions in any period may not be immediately reflected in our reported financial results for that period, but may result in a decline in our revenue in future quarters. If we were to experience significant downturns in subscription sales and renewal rates, our reported financial results might not reflect such downturns until future periods. Our subscription model could also make it difficult for us to rapidly increase our revenue from subscription-based or hosted services through additional sales in any period, as revenue from new customers will be recognized over the applicable subscription term. Further, any increases in sales under our subscription sales model could result in decreased revenue over the short term if they are offsetinterrupted by a decline in sales from perpetual license customers.
Additionally, in connection with our sales efforts to enterprise customers and our use of ETLAs, a number of factors, could affect our revenue, including longer than expected sales and implementation cycles, potential deferral of revenue dueaccess to multiple-element revenue arrangements and alternate licensing arrangements. If anythe Internet, the failure of our assumptions about revenue fromnetwork or software systems, security breaches or significant variability in visitor traffic on customer websites. In addition, computer viruses, worms, or other malware may harm our new businesses or our addition of a subscription-based model prove incorrect, our actual results may vary materially from those anticipated, estimated or projected.
Uncertainty about current and future economic conditions and other adverse changes in general political conditions in any of the major countries in which we do business could adversely affect our operating results.
As our business has grown, we have become increasingly subject to the risks arising from adverse changes in economic and political conditions, both domestically and globally. Uncertainty about the effects of current and future economic and political
conditions on us, our customers, suppliers and partners makes it difficult forsystems, causing us to forecast operating results and to make decisions about future investments. If economic growth in countries where we do business slows, customers may delay or reduce technology purchases, advertising spending or marketing spending. This could result in reductions in sales of our products and services, longer sales cycles, slower adoption of new technologies and increased price competition. Our customers include government entities, including the U.S. federal government, and if spending cuts impede the government’s ability to purchase our products and services, our revenue could decline. Deterioration in economic conditions in any of the countries in which we do business could also cause slower or impaired collections on accounts receivable, which may adversely impact our liquidity and financial condition.
A financial institution credit crisis could impair credit availabilitylose data, and the financial stabilitytransmission of our customers, including our distribution partnerscomputer viruses or other malware could expose us to litigation or regulatory investigation, and channels. A disruption in the financial markets may also have an effect on our derivative counterpartiescostly and could also impair our banking partners, on which we rely for operating cash management. Any of these events would likely harm our business, results of operations and financial condition.
Political instability in or around any of the major countries in which we do business would also likely harm our business, results of operations and financial condition.
The increased emphasis on a cloud strategy may give rise to risks that could harm our business.
Over the past several years, our business has shifted away from pre-packaged creative software to focus on a subscription model that prices and delivers our products and services in a way that differs from the historical pricing and delivery methods of our creative tools and document services products. These changes reflect a significant shift from perpetual license sales and distribution of our software in favor of providing our customers the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period. This cloud strategy requires continued investment in product development and cloud operations, and may give rise to a number of risks, including the following:
if customers desire only perpetual licenses or to purchase or renew subscriptions for specific products rather than acquire the entire Creative Cloud offering, our subscription sales may lag behind our expectations;
our cloud strategy may raise concerns among our customer base, including concerns regarding changes to pricing over time service availability, information security of a cloud solution and access to files while offline or once a subscription has expired;
customers may turn to competitive or open-source offerings;
we may be unsuccessful in maintaining our target pricing, new seat adoption and projected renewal rates; or we may have to rely heavily on promotional rates to achieve target seat adoption, which could reduce average revenue per user; and
we may incur costs at a higher than forecasted rate as we expand our cloud operations.intensive notification requirements.
We may be unablealso find, on occasion, that we cannot deliver data and reports to predict subscription renewal rates and the impact these rates may have on our future revenue and operating results.
The hosted business model we utilize in our Adobe Marketing Cloud offerings typically involves selling services on a subscription basis pursuant to service agreements that are generally one to three years in length. Our individual Creative Cloud and Document Cloud subscription agreements are generally month-to-month or one year in length, ETLAs for our Digital Media products and services are generally three years in length, and subscription agreements for other products and services may provide for shorter or longer terms. Our customers have no obligation to renew their subscriptions for our services after the expiration of their initial subscription period, and some customers elect not to renew. We cannot provide assurance that our subscriptions will be renewed at the same or higher level of service, for the same number of seats or licenses or for the same duration of time, if at all. Moreover, under certain circumstances, some of our customers have the right to cancel their service agreements prior to the expiration of the terms of their agreements. We cannot provide assurance that we will be able to accurately predict future customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a resultin near real time because of a number of factors, including significant spikes in customer activity on their websites or failures of our network or software, or the failure of our third-party service providers’ network or software. If we fail to plan infrastructure capacity appropriately and expand it proportionally with the needs of our customer base, and we experience a rapid and significant demand on the capacity of our data centers or those of third parties, service outages could occur, and our customers could suffer impaired performance of our services. Such a strain on our infrastructure capacity could subject us to regulatory notification requirements, violations of service level of satisfaction withagreement commitments, financial liabilities, result in customer dissatisfaction, or harm our services,business. If we supply inaccurate information or experience interruptions in our ability to continue to regularly add featurescapture, store and functionality, the reliability (including uptime) ofsupply information in near real time or at all, our subscription services, the prices of our services, the actual or perceived information security of our systemsreputation could be harmed and services, the prices of services offered by our competitors, mergers and acquisitions affecting our customer base, reductions in our customers’ spending levels, or declines in customer activitywe could lose customers as a result, or we could be found liable for damages or incur other losses.
Increasing regulatory focus on privacy issues and expanding laws could impact our business models and expose us to increased liability.
As a global company, Adobe is subject to global privacy and data security laws, regulations, and codes of economic downturnsconduct that apply to our various business units. These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. Government regulators, privacy advocates and class action attorneys are
increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. This increased scrutiny may result in new interpretations of existing laws, thereby further impacting Adobe’s business. Globally, new and emerging laws, such as the General Data Protection Regulation (“GDPR”) in Europe, state laws in the U.S. on privacy, data and related technologies, such as the California Consumer Privacy Act, as well as industry self-regulatory codes create new compliance obligations and expand the scope of potential liability, either jointly or uncertainty in financial markets. Ifseverally with our customers do not renew their subscriptions for our services or if they renew on terms less favorableand suppliers. While we have invested in readiness to us, our revenuecomply with applicable requirements, these new and emerging laws, regulations and codes may decline.
Our future growth is also affected byaffect our ability (and our enterprise customers’ ability) to sell additional featuresreach current and servicesprospective customers, to respond to both enterprise and individual customer requests under the laws (such as individual rights of access, correction, and deletion of their personal information), and to implement our current customers, which depends on a number of factors, including customers’ satisfaction withbusiness models effectively. These new laws may also impact our productsinnovation and services, the level of innovation reflected
business drivers in those additional features, the prices ofdeveloping new and emerging technologies (e.g., artificial intelligence and machine learning). These requirements, among others, may impact demand for our offerings and general economic conditions. Ifforce us to bear the burden of more onerous obligations in our effortscontracts. Any perception of our practices, products or services as a violation of individual privacy rights may subject us to cross-sellpublic criticism, class action lawsuits, reputational harm, or investigations or claims by regulators, industry groups or other third parties, all of which could disrupt our business and upsellexpose us to increased liability. Additionally, we collect and store information on behalf of our business customers and if our customers fail to comply with contractual obligations or applicable laws, it could result in litigation or reputational harm to us.
Transferring personal information across international borders is becoming increasingly complex. For example, European data transfers outside the European Economic Area are unsuccessful,highly regulated. The mechanisms that we and many other companies rely upon for European data transfers (e.g. Privacy Shield and Model Clauses) are being contested in the rate at whichEuropean court system. We are closely monitoring developments related to requirements for transferring personal data outside the EU and other countries that have similar trans-border data flow requirements. These requirements may result in an increase in the obligations required to provide our services in the EU or in sanctions and fines for non-compliance. Several other countries, including Australia and Japan, have also established specific legal requirements for cross-border transfers of personal information. Other countries, such as India, are considering requirements for data localization (e.g. where personal data must remain in the country). If the mechanisms for transferring personal information from certain countries or areas, including Europe to the United States should be found invalid or if other countries implement more restrictive regulations for cross-border data transfers (or not permit data to leave the country of origin), such developments could harm our business, grows might decline.financial condition and results of operations.
Security vulnerabilities in our products and systems could lead to reduced revenue or to liability claims.
Maintaining the security of our products, computers and networks is a critical issue for us and our customers. Security researchers, criminal hackers and other third parties regularly develop new techniques to penetrate computer and network security measures and, as we have previously disclosed, certain parties have in the past managed to breach certain of our data security systems and misused certainmisuse some of our systems and software in order to access our end users’ authentication and payment information. In addition, cyber-attackers also develop and deploy viruses, worms, credential stuffing attack tools, and other malicious software programs, some of which may be specifically designed to attack our products, systems, computers or networks. Sophisticated hardware and operating system applications that we producedevelop or procure from third parties may contain defects in design or manufacture, including bugs, vulnerabilities and other problems that could unexpectedly compromise the security of the system or impair a customer’s ability to operate or use our products. The costs to prevent, eliminate, notify affected parties of, or alleviate cyber- or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities are significant, and our efforts to address these problems may not be successful or may be delayed and could result in interruptions, delays, cessation of service and loss of existing or potential customers. It is impossible to predict the extent, frequency or impact of these problems may have on us.
Outside parties have in the past and may in the future attempt to fraudulently induce our employees or users of our products or services to disclose sensitive information via illegal electronic spamming, phishing or other tactics. Unauthorized parties may also attempt to gain physical access to our facilities in order to infiltrate our information systems.systems or attempt to gain logical access to our products, services, or information systems for the purpose of exfiltrating content and data. These actual and potential breaches of our security measures and the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees, or our customers or their end users, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception, could expose us, our employees, our customers or the individuals affected to a risk of loss or misuse of this information. This may result in litigation and potential liability or fines, our compliance with costly and time intensive notice requirements, governmental inquiry or oversight or a loss of customer confidence, any of which could harm our business or damage our brand and reputation, possibly impeding our present and future success in retaining and attracting new customers and thereby requiring time and resources to repair our brand.brand and reputation. These risks will likely increase as we expand our hosted offerings, integrate our products and services, and store and process more data, including personal information.
These problems affect our products and services in particular because cyber-attackers tend to focus their efforts on the most popular offerings (such as those with a large user base),base, and we expect them to continue to do so. Critical vulnerabilities may be identified in certainsome of our applications.
applications and services and those of our third-party service providers. These vulnerabilities could cause such applications and services to crash and could allow an attacker to take control of the affected system, which could result in liability to us or limit our ability to conduct our business and deliver our products and services to customers. We devote significant resources to address security vulnerabilities through engineering more secure products, enhancing security and reliability features in our products and systems, code hardening, conducting rigorous penetration tests, deploying updates to address security vulnerabilities, reviewing our service providers’ security controls, and improving our incident response time, but these security vulnerabilities cannot be totally eliminated. The cost of these steps could reduce our operating margins, and we may be unable to implement these measures quickly enough to prevent cyber-attackers from gaining unauthorized access into our systems and products. Despite our preventative efforts, actual or perceived security vulnerabilities in our products and systems may harm our reputation or lead to claims against us (and have in the past led to such claims), and could lead some customers to seek to return products, to stop using certain products or services, to reduce or delay future purchases of products or services, or to use competing products or services. If we do not make the appropriate level of investment in our technology systems or if our systems become out-of-date or obsolete and we are not able to deliver the quality of data security customers require, our business could be adversely affected. Customers may also adopt security measures designed to protect their existing computer systems from attack, which could delay adoption of new technologies. Further, if we or our customers are subject to a future attack, or our technology is utilizedused in a third-party attack, we could be subject to costly and time intensive notice requirements, and it may be necessary for us to take additional extraordinary measures and make additional expenditures to take appropriate responsive and preventative steps. Any of these events could adversely affect our revenue or margins. Moreover, delayed sales, lower margins or lost customers resulting from the disruptions ofcaused by cyber-attacks or preventative measures could adversely affect our financial results, stock price and reputation.
Some of our linesenterprise offerings have extended and complex sales cycles, which can make our sales cycles unpredictable.
Sales cycles for some of our enterprise offerings, including our Adobe Experience Cloud solutions and ETLAs in our Digital Media business, rely on us or our third-party service providers to hostare multi-phased and deliver services and data, and any interruptions or delayscomplex. The complexity in these hosted services, security or privacy breaches, or failures in data collection could expose ussales cycles is due to liabilityseveral factors, including:
the need for our sales representatives to educate customers about the use and harm our business and reputation.
Somebenefit of large-scale deployments of our lines of businessproducts and services, including technical capabilities, security features, potential cost savings and return on investment;
the desire of organizations to undertake significant evaluation processes to determine their technology requirements prior to making information technology expenditures;
the need for our online storerepresentatives to spend a significant amount of time assisting potential customers in their testing and evaluation of our products and services;
intensifying competition within the industry;
the negotiation of large, complex, enterprise-wide contracts;
the need for our customers to obtain requisition approvals from various decision makers within their organizations due to the complexity of our solutions touching multiple departments within customers’ organizations; and
customer budget constraints, economic conditions and unplanned administrative delays.
We spend substantial time and expense on our sales efforts without assurance that potential customers will ultimately purchase our solutions. As we target our sales efforts at adobe.com, Creative Cloud, Document Cloud, otherlarger enterprise customers, these trends are expected to continue and could have a greater impact on our results of operations. Additionally, our enterprise sales pattern has historically been uneven, where a higher percentage of a quarter’s total sales occur during the final weeks of each quarter, which is common in our industry. Our extended sales cycle for these products and services makes it difficult to predict when a given sales cycle will close.
Subscription offerings could create risks related to the timing of revenue recognition.
We generally recognize revenue from subscription offerings ratably over the terms of their subscription agreements, which range from 1 to 36 months. As a result, most of the subscription revenue we report in each quarter is the result of subscription agreements entered into during previous quarters. Any reduction in new or renewed subscriptions in a quarter may not be reflected in our revenue results until a later quarter. Declines in new or renewed subscriptions may decrease our revenue in future quarters. Lower sales, reduced demand for our products and services, and increases in our attrition rate may not be fully reflected in our results of operations until future periods. Our subscription model could also make it difficult for us to rapidly increase our revenue from subscription-based or hosted Digital Media offeringsservices through additional sales in any period, as revenue from new customers will be recognized over the applicable subscription term.
Additionally, in connection with our sales efforts to enterprise customers and our Adobe Marketing Cloud solutions, rely on hardware and services hosted and controlled directly by us or by our third-party service providers. We do not have redundancy for all of our systems, many of our critical applications reside in only one of our data centers, and our disaster recovery planning may not account for all eventualities. If our business relationship with a third-party provider of hosting or content delivery services is negatively affected, or if one of our content delivery suppliers were to terminate its agreement with us, we might not be able to deliver the corresponding hosted
offerings to our customers, which could subject us to reputational harm and cause us to lose customers and future business, thereby reducing our revenue.
We hold large amounts of customer data, some of which is hosted in third-party facilities. A security incident at those facilities or ours may compromise the confidentiality, integrity or availability of customer data. Unauthorized access to customer data stored on our computers or networks may be obtained through break-ins, breach of our secure network by an unauthorized party, employee theft or misuse, or other misconduct. It is also possible that unauthorized access to customer data may be obtained through inadequate use of security controls by customers. Accounts created with weak passwords could allow cyber-attackers to gain access to customer data. Additionally, failure by customers to remove accounts of their own employees, or granting of accounts by the customer in an uncontrolled manner, may allow for access by former or unauthorized customer representatives. If there were an inadvertent disclosure of personal information, or if a third party were to gain unauthorized access to the personal information we possess on behalf of our customers, our operations could be disrupted, our reputation could be damaged and we could be subject to claims or other liabilities. In addition, such perceived or actual unauthorized disclosure of the information we collect or breach of our security could damage our reputation, result in the loss of customers and harm our business.
Because of the large amount of data that we collect and manage on behalf of our customers, it is possible that hardware or software failures or errors in our systems (or those of our third-party service providers) could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant. Furthermore, our ability to collect and report data may be delayed or interrupted byETLAs, a number of factors could affect our revenue, including accesslonger-than-expected sales and implementation cycles, potential deferral of revenue due to multiple-element revenue arrangements and alternative licensing arrangements. If any of our assumptions about revenue from our subscription-based offerings prove incorrect, our actual results may vary materially from those anticipated.
If our customers fail to renew subscriptions in accordance with our expectations, our future revenue and operating results could suffer.
Our Adobe Experience Cloud, Creative Cloud, and Document Cloud offerings typically involve subscription-based offerings pursuant to product and service agreements. Revenue from our subscription customers is generally recognized ratably over the term of their agreements, which typically range from 1 to 36 months. Our customers have no obligation to renew their subscriptions for our services after the expiration of their initial subscription period, and customers may not renew their subscriptions at the same or higher level of service, for the same number of seats or for the same duration of time, if at all. Moreover, under certain circumstances, some of our customers have the right to cancel their agreements prior to the Internet,expiration of the failureterms. Our varied customer base combined with the flexibility we offer in the length of our network or software systems, security breaches or significant variability in visitor traffic on customer websites. In addition, computer viruses or other malware may harmsubscription-based agreements complicates our systems, causing usability to lose data, and the transmission of computer viruses or other malware could expose us to litigation. We may also find, on occasion,precisely forecast renewal rates. Therefore, we cannot provide assurance that we cannot deliver data and reportswill be able to our customers in near real time becauseaccurately predict future customer renewal rates.
Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including significant spikestheir level of satisfaction with our services, our ability to continue enhancing features and functionality, the reliability (including uptime) of our subscription offerings, the prices of offerings and those offered by our competitors, the actual or perceived information security of our systems and services, decreases in the size of our customer base, reductions in our customers’ spending levels or declines in customer activity as a result of economic downturns or uncertainty in financial markets. If our customers do not renew their subscriptions or if they renew on their websites or failures ofterms less favorable to us, our network or software. If we supply inaccurate information or experience interruptions in our ability to capture, store and supply information in near real time or at all, our reputation could be harmed and we could lose customers, or we could be found liable for damages or incur other losses.revenue may decline.
We may not realize the anticipated benefits of past or future investments or acquisitions, and integration of these acquisitions may disrupt our business and management.
We may not realize the anticipated benefits of an investment or acquisition of a company, division, product or technology, each of which involves numerous risks. These risks include:
inability to achieve the financial and strategic goals for the acquired and combined businesses;
difficulty in, and the cost of, effectively integrating the operations, technologies, products or services, and personnel of the acquired company;business;
difficulty in effectively integrating the acquired technologies, products or services with our current technologies, products or services;
difficulty in maintaining controls, procedures and policies during the transition and integration;
entry into markets in which we have minimal prior experience and where competitors in such markets have stronger market positions;
disruption of our ongoing business and distraction of our management and other employees from other opportunities and challenges;
inability to retain personnel of the acquired business;
inability to retain key customers, distributors, vendors and other business partners of the acquired business;
inability to achieve the financial and strategic goals for the acquired and combined businesses;
inability to take advantage of anticipated tax benefits as a result of unforeseen difficulties in our integration activities;benefits;
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
potential
elevated delinquency or bad debt write-offs related to receivables of the acquired business we assume;
potential additional exposure to fluctuations in currency exchange rates;
potential increased accounts receivables collection times and working capital requirements associated with acquired business models;
additional costs of bringing acquired companies into compliance with laws and regulations applicable to us as a multinational corporation;
difficulty in maintaining controls, procedures and policies during the transition and integration;
22
potential impairment of our relationships with employees, customers, partners, distributors or third-party providers of our technologies, products or services;
potential
failure of our due diligence processes to identify significant problems, liabilities or other challenges of an acquired company or technology, including, but not limited to, issues with the acquired company’s intellectual property, product quality or product architecture, data back-up and security (including security from cyber-attacks), privacy practices, revenue recognition or other accounting practices, employee, customer or partner issues or legal and financial contingencies;technology;
exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including, but not limited to,such as claims from terminated employees, customers, former stockholders or other third parties;
incurring significant exit charges if products or services acquired in business combinations are unsuccessful;
potential
inability to conclude that our internal controls over financial reporting are effective;
potential
inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions;
the failure of strategic investments to perform as expected or to meet financial projectionsprojections;
potential
delay in customer and distributor purchasing decisions due to uncertainty about the direction of our product and service offerings; and
potential
incompatibility of business cultures.
Mergers and acquisitions of high technology companies are inherently risky. If we do not complete an announced acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated, and in certain circumstances an acquisition could harm our financial position.
Our business could be harmed if we fail to effectively manage critical strategic third-party business relationships.
As our offerings expand and our customer base grows, our relationships with strategic partners become increasingly valuable. If our contractual relationships with these third parties were to terminate, or if we were unable to renew on favorable terms, our business could be harmed. This is especially the case when the third party’s offerings are integrated with our products and services, or where the third party’s offerings are difficult to substitute or replace. Alternative arrangements for such products and services may not be available to us, or on commercially reasonable terms, and we may experience business interruptions upon a transition to an alternative partner. The failure of third parties to provide acceptable products and services or to update their technology may result in a disruption to our business operations and those of our customers, which may reduce our revenues and profits, cause us to lose customers and damage our reputation.
We face various risks associated with our operating as a multinational corporation.
As a global business that generates approximately 43% of our total revenue from sales to customers outside of the Americas, we are subject to a number of risks, including:
foreign currency fluctuations and controls;
international and regional economic, political and labor conditions, including any instability or security concerns abroad;
tax laws (including U.S. taxes on foreign subsidiaries);
increased financial accounting and reporting burdens and complexities;
changes in, or impositions of, legislative or regulatory requirements;
changes in laws governing the free flow of data across international borders;
failure of laws to protect our intellectual property rights adequately;
inadequate local infrastructure and difficulties in managing and staffing international operations;
delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers;
the imposition of governmental economic sanctions on countries in which we do business or where we plan to expand our business;
costs and delays associated with developing products in multiple languages;
operating in locations with a higher incidence of corruption and fraudulent business practices; and
other factors beyond our control, such as terrorism, war, natural disasters and pandemics.
Some of our third-party business partners have international operations and are also subject to these risks and if our third-party business partners are unable to appropriately manage these risks, our business may be harmed. If sales to any of our customers outside of the Americas are reduced, delayed or canceled because of any of the above factors, our revenue may decline.
We are subject to risks associated with compliance with laws and regulations globally, which may harm our business.
We are a global company subject to varied and complex laws, regulations and customs, both domestically and internationally. These laws and regulations relate to a number of aspects of our business, including trade protection, import and export control, data and transaction processing security, payment card industry data security standards, records management, user-generated content hosted on websites we operate, privacy practices, data residency, corporate governance, anti-trust and competition, employee and third-party complaints, anti-corruption, gift policies, conflicts of interest, securities regulations and other regulatory requirements affecting trade and investment. The application of these laws and regulations to our business is often unclear and may at times conflict. For example, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by U.S. regulations applicable to us, including the Foreign Corrupt Practices Act. We cannot provide assurance that our employees, contractors, agents, and business partners will not take actions in violation of our internal policies or U.S. laws. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business, and damage to our reputation.
In addition, approximately 49% of our employees are located outside the United States. Accordingly, we are exposed to changes in laws governing our employee relationships in various U.S. and foreign jurisdictions, including laws and regulations regarding wage and hour requirements, fair labor standards, employee data privacy, unemployment tax rates, workers’ compensation rates, citizenship requirements and payroll and other taxes, which likely would have a direct impact on our operating costs.
Changes in accounting principles, or interpretations thereof, could have a significant impact on our financial position and results of operations.
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles, how the principles are interpreted, or the adoption of new accounting standards can have a significant effect on our reported results, and could even retroactively affect previously reported transactions, and may require that we make significant changes to our systems, processes and controls.
Changes resulting from these new standards may result in materially different financial results and may require that we change how we process, analyze and report financial information and that we change financial reporting controls. For additional information regarding these new standards, see the section titled “Recent Accounting Pronouncements Not Yet Effective” within Part II. Item 8, Note 1. Basis of Presentation and Summary of Significant Accounting Policies.
Such changes in accounting principles may have an adverse effect on our business, financial position, and income, or cause an adverse deviation from our revenue and profitability targets, which may negatively impact our financial results.
Changes in tax rules and regulations, or interpretations thereof, may adversely affect our effective tax rates.
We are a United States-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. The Tax Act, enacted into law on December 22, 2017, changes existing U.S. tax law applicable to us and includes adoption of a territorial tax system requiring us to incur a transition tax on previously untaxed earnings and profits of our foreign subsidiaries. A significant portion of our foreign earnings for the current fiscal year were earned by our Irish subsidiaries. As part of the adoption of a territorial
tax system, the Tax Act also provides an exemption from federal income taxes for distributions from foreign subsidiaries made after December 31, 2017 that were not subject to the one-time transition tax. In addition, certain international provisions introduced in the Tax Act will be effective for us in fiscal 2019. These provisions and changes that we may make to our corporate tax structure could adversely affect our tax rate and cash flow in future years.
Our income tax expense has differed from the tax computed at the U.S. federal statutory income tax rate due primarily to discrete items and to tax on earnings from foreign operations. Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in or our interpretation of tax rules and regulations in the jurisdictions in which we do business, by unanticipated decreases in the amount of earnings in countries with low statutory tax rates, by unexpected negative changes in business and market conditions that could reduce certain tax benefits, or by changes in the valuation of our deferred tax assets and liabilities.
In addition, in the United States, the European Commission, countries in the European Union and other countries where we do business, we are subject to potential changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to corporate multinationals such as Adobe. These countries and other governmental bodies have or could make unprecedented assertions about how taxation is determined in their jurisdictions that are contrary to the way in which we have interpreted and historically applied the rules and regulations described above in our income tax returns filed in such jurisdictions. In the current global tax policy environment, any changes in laws, regulations and interpretations related to these assertions could adversely affect our effective tax rates or result in other costs to us which could adversely affect our operations and financial results.
Moreover, we are subject to the continual examination of our income tax returns by the U.S. Internal Revenue Service (“IRS”) and other domestic and foreign tax authorities. These tax examinations are expected to focus on our intercompany transfer pricing practices as well as other matters. 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 adjustments that may result from these examinations. We cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our operating results and financial position.
Uncertainty about current and future economic conditions and other adverse changes in general political conditions in any of the major countries in which we do business could adversely affect our operating results.
As our business has grown, we have become increasingly subject to the risks arising from adverse changes in economic and political conditions, both domestically and globally. Uncertainty about the effects of current and future economic and political conditions on us, our customers, suppliers and partners makes it difficult for us to forecast operating results and to make decisions about future investments. If economic growth in countries where we do business slows, customers may delay or reduce technology purchases, advertising spending or marketing spending. This could result in reductions in sales of our products and services, more extended sales cycles, slower adoption of new technologies and increased price competition. Among our customers are government entities, including the U.S. federal government, and our revenue could decline if spending cuts impact the government’s ability to purchase our products and services. Deterioration in economic conditions in any of the countries in which we do business could also cause slower or impaired collections on accounts receivable, which may adversely impact our liquidity and financial condition.
A disruption in financial markets could impair our banking partners, on which we rely for operating cash management and affect our derivative counterparties. Any of these events would likely harm our business, financial condition, and results of operations.
Political instability or adverse political developments in or around any of the major countries in which we do business would also likely harm our business, results of operations and financial condition.
The success of some of our product and service offerings depends on our ability to continue to attract and retain customers of and contributors to our online marketplaces for creative content.
The success of some of our product and service offerings, such as Adobe Stock, depends on our ability to continue to attract new customers and contributors to these online marketplaces for creative content, as well as our ability to continue to retain existing customers and contributors. An increase in paying customers has generally resulted in more content from contributors, which increases the size of our collection and in turn attracts new paying customers. We rely on the functionality and features of our online marketplaces, the size and content of our collection and the effectiveness of our marketing efforts to attract new customers and contributors and retain existing ones. New technologies may render the features of our online marketplaces obsolete, our
collection may fail to grow as anticipated or our marketing efforts may be unsuccessful, any of which may adversely affect our results of operations.
Our intellectual property portfolio is a valuable asset and we may not be able to protect our intellectual property rights, including our source code, from infringement or unauthorized copying, use or disclosure.
Our intellectual property portfolio is a valuable asset. Infringement or misappropriation of our patents, trademarks, trade secrets, copyrights and other intellectual property rights could result in lost revenues and ultimately reduce their value. Preventing unauthorized use or infringement of our intellectual property rights is inherently difficult. We actively combat software piracy as we enforce our intellectual property rights, but we nonetheless lose significant revenue due to illegal use of our software. If piracy activities continue at historical levels or increase, they may further harm our business. We apply for patents in the U.S. and internationally to protect our newly created technology and if we are unable to obtain patent protection for the technology described in our pending patent, or if the patent is not obtained timely, this could result in revenue loss, adverse effects on operations, and harm to our business. We offer our products and services in foreign countries and we may seek intellectual property protection from those foreign legal systems. Some of those foreign countries may not have as robust or comprehensive of intellectual property protection laws and schemes as those offered in the U.S. In some foreign countries, the mechanisms to enforce intellectual property rights may be inadequate to protect our technology, which could harm our business.
If unauthorized disclosure of our source code occurs through security breach, cyber-attack or otherwise, we could lose future trade secret protection for that source code. The loss of future trade secret protection could make it easier for third parties to compete with our products by copying functionality, which could cause us to lose customers and could adversely affect our revenue and operating margins. We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements with our customers, contractors, vendors and partners. However, there is a risk that our confidential information and trade secrets may be disclosed or published without our authorization, and in these situations, enforcing our rights may be difficult or costly.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.third parties alleging that we infringe their proprietary rights.
In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual property rights, or disputes relating to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we
We have been, are currently, and may in the future be, subject to claims, negotiations and complex, protracted litigation.litigation relating to disputes regarding the validity or alleged infringement of third-party intellectual property rights, including patent rights. Intellectual property disputes and litigation are typically 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 defended or resolved many past lawsuits and other disputes, weWe may not prevail in every case in the future.lawsuit or dispute. Third-party intellectual property disputes, including those initiated by patent assertion entities, 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. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products, in some cases to fulfill contractual obligations with our customers. Any of these occurrences could significantly harm our business.
Our intellectual property portfolio is a valuable asset and we may not be able to protect our intellectual property rights, including our source code, from infringement or unauthorized copying, use or disclosure.
Our intellectual property portfolio is a valuable asset. Infringement or misappropriation of assets in this portfolio can result in lost revenues and thereby ultimately reduce their value. Preventing unauthorized use or infringement of our intellectual property rights is inherently difficult. We actively combat software piracy as we enforce our intellectual property rights, but we nonetheless lose significant revenue due to illegal use of our software. If piracy activities continue at historical levels or increase, they may further harm our business.
Additionally, we take significant measures to protect the secrecy of our confidential information and trade secrets, including our source code. Despite these measures, as we have previously disclosed, hackers have managed to access certain of our source code and may obtain access in the future. If unauthorized disclosure of our source code occurs through security breach, cyber-attack or otherwise, we could potentially lose future trade secret protection for that source code. The loss of future trade secret protection could make it easier for third parties to compete with our products by copying functionality, which could cause us to
lose customers and could adversely affect our revenue and operating margins. We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements with our customers, contractors, vendors and partners. However, there is a risk that our confidential information and trade secrets may be disclosed or published without our authorization, and in these situations, enforcing our rights may be difficult or costly.
Increasing regulatory focus on privacy issues and expanding laws and regulations could impact our new business models and expose us to increased liability.
Our industry is highly regulated, including for privacy and data security. We are also expanding our business in countries that have more stringent data protection laws than those in the United States, and such laws may be inconsistent across jurisdictions and are subject to evolving and differing interpretations. Privacy laws, including laws enforcing a “right to be forgotten” by consumers are changing and evolving globally. Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. New laws and industry self-regulatory codes have been enacted and more are being considered that may affect our ability to reach current and prospective customers, to understand how our products and services are being used, to respond to customer requests allowed under the laws, and to implement our new business models effectively. Any perception of our practices, products or services as an invasion of privacy, whether or not consistent with current regulations and industry practices, may subject us to public criticism, class action lawsuits, reputational harm or claims by regulators, industry groups or other third parties, all of which could disrupt our business and expose us to increased liability. Additionally, both laws regulating privacy, as well as third-party products purporting to address privacy concerns, could affect the functionality of and demand for our products and services, thereby harming our revenue.
On behalf of certain customers, we collect and store anonymous and personal information derived from the activities of end users with various channels, including traditional websites, mobile websites and applications, email interactions, direct mail, point of sale, text messaging and call centers. Federal, state and foreign governments and agencies have adopted or are considering adopting laws regarding the collection, use and disclosure of this information. Our compliance with privacy laws and regulations and our reputation among consumers depend in part on our customers’ adherence to privacy laws and regulations and their use of our services in ways consistent with such consumers’ expectations. We also rely on contractual representations made to us by customers that their own use of our services and the information they provide to us via our services do not violate any applicable privacy laws, rules and regulations or their own privacy policies. We contractually obligate customers to represent to us that they provide their consumers the opportunity to “opt out” of the information collection associated with our services, as applicable. We do not formally audit such customers to confirm compliance with these representations. If these representations are false or if our customers do not otherwise comply with applicable privacy laws, we could face adverse publicity and possible legal or other regulatory action. In addition, some countries are considering enacting laws that would expand the scope of privacy-related obligations required of service providers, such as Adobe, that would require additional compliance expense and increased liability.
In the past we have relied on the U.S.-European Union and the U.S.-Swiss Safe Harbor Frameworks, as agreed to by the U.S. Department of Commerce and the European Union (“EU”) and Switzerland as a means to legally transfer European personal information from Europe to the United States. However, on October 6, 2015, the European Court of Justice invalidated the U.S.-EU Safe Harbor framework and the Swiss data protection authorities later invalidated the U.S.-Swiss Safe Harbor framework. As a result, we have been establishing alternate legitimate means of transferring personal data from the European Economic Area to the United States. The legitimacy of these alternate means are subject to differing interpretations among various European jurisdictions. The requirements or rulings of these jurisdictions may reduce demand for our services, restrict our ability to offer services in certain locations, impact our customers’ ability to deploy our solutions in Europe, or subject us to sanctions, including fines and a prohibition on data transfers, by EU data protection regulators. Furthermore, the European Court of Justice’s decision may result in different European data protection regulators applying differing standards for the transfer of personal data, which could result in increased regulation, cost of compliance and limitations on data transfer for us and our customers. These developments could harm our business, financial condition and results of operations.
We may incur losses associated with currency fluctuations and may not be able to effectively hedge our exposure.
Because our products are distributed and used globally, ourOur operating results are subject to fluctuations in foreign currency exchange rates.rates due to the global scope of our business. Global economic events, including trade disputes, economic sanctions and emerging market volatility, and associated uncertainty may cause currencies to fluctuate. We attempt to mitigate a portion of these risks through foreign currency hedging based on our judgment of the appropriate trade-offs among risk, opportunity and expense. We have established aregularly review our program to partially hedge our exposure to foreign currency exchange rate fluctuations for various currencies. We regularly review our hedging program and make adjustments as necessary based on the factors discussed above.necessary. Our hedging activities may not offset more than a portion of the adverse financial impact resulting from unfavorable movement in foreign currency exchange rates, which could adversely affect our financial condition or results of operations.
TableFailure of Contentsour third-party customer service and technical support providers to adequately address customers’ requests could harm our business and adversely affect our financial results.IfOur customers rely on our customer service support organization to resolve issues with our products and services. We outsource a substantial portion of our customer service and technical support activities to third-party service providers. We depend heavily on these third-party customer service and technical support representatives working on our behalf, and we failexpect to process transactions effectively,continue to rely heavily on third parties in the future. This strategy presents risks to our revenue and earnings may be harmed.
We process a significant volume of transactions on a daily basis in both our Digital Marketing and Digital Media businesses. Duebusiness due to the size and volume of transactionsfact that we handle, effective processing systems and controls are essential, but even the most sophisticated systems and processes may not be effective in preventing all errors. The systems supportingable to influence the quality of support as directly as we would be able to do if our businessown employees performed these activities. Our customers may react negatively to providing information to, and receiving support from, third-party organizations, especially if these third-party organizations are comprised of multiple technology platforms thatbased overseas. If we encounter problems with our third-party customer service and technical
support providers, our reputation may be difficultharmed, our ability to scale. sell our offerings could be adversely affected, and we could lose customers and associated revenue.
Revenue, margin or earnings shortfalls or the volatility of the market generally may cause the market price of our stock to decline.
In the past, the market price for our common stock experienced significant fluctuations and it may do so in the future. A number of factors may affect the market price for our common stock, such as:
shortfalls in, or changes in expectations about our revenue, margins, earnings, Annualized Recurring Revenue (“ARR”), sales of our Adobe Experience Cloud offerings, or other key performance metrics;
changes in estimates or recommendations by securities analysts;
whether our results meet analysts’ expectations;
compression or expansion of multiples used by investors and analysts to value high technology SaaS companies;
the announcement of new products or services, product enhancements, service introductions, strategic alliances or significant agreements by us or our competitors;
the loss of large customers or our inability to increase sales to existing customers, retain customers or attract new customers;
recruitment or departure of key personnel;
variations in our or our competitors’ results of operations, changes in the competitive landscape generally and developments in our industry;
general socio-economic, political or market conditions; and
unusual events such as significant acquisitions by us or our competitors, divestitures, litigation, regulatory actions and other factors, including factors unrelated to our operating performance.
In addition, the market for technology stocks or the stock market in general may experience uneven investor confidence, which may cause the market price for our common stock to decline for reasons unrelated to our operating performance. Volatility in the market price of a company’s securities for a period of time may increase the company’s susceptibility to securities class action litigation. Oftentimes, this type of litigation is expensive and diverts management’s attention and resources which may adversely affect our business.
Contracting with government entities exposes us to additional risks inherent in the government procurement process.
We provide products and services, directly and indirectly, to a variety of government entities, both domestically and internationally. Risks associated with licensing and selling products and services to government entities include more extended sales and collection cycles, varying governmental budgeting processes and adherence to complex procurement regulations and other government-specific contractual requirements. We may be subject to audits and investigations relating to our government contracts and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, payment of fines, and suspension or debarment from future government business, as well as harm to our reputation and financial results.
If we are unable to effectively managerecruit and retain key personnel, our business may be harmed.
Much of our future success depends on the continued service, availability and performance of our senior management. These individuals have acquired specialized knowledge and skills with respect to Adobe. The loss of any of these systemsindividuals could harm our business, especially if we have not been successful in developing adequate succession plans. Our business is also dependent on our ability to retain, hire and processes,motivate talented, highly skilled personnel across all levels of our organization. Experienced personnel in the information technology industry are in high demand and competition for their talents is intense in many areas where our employees are located. We may experience higher compensation costs to retain senior management and experienced personnel that may not be offset by improved productivity or increased sales. If we are unable to continue to successfully attract and retain key personnel, our business may be harmed.
We continue to hire personnel in countries where exceptional technical knowledge and other expertise are offered at lower costs, which increases the efficiency of our global workforce structure and reduces our personnel related expenditures. Nonetheless, as globalization continues, competition for these employees in these countries has increased, which may impact our ability to retain these employees and increase our expenses resulting from competitive compensation. We may continue to expand our international operations and international sales and marketing activities, which would require significant management attention and resources. We may be unable to process customer datascale our infrastructure effectively or as quickly as our competitors in an accurate, reliablethese markets, and timely manner,our revenue may not increase to offset these expected increases in costs and operating expenses, causing our results to suffer.
We believe that a critical contributor to our success to date has been our corporate culture, which we have built to foster innovation, teamwork and employee satisfaction. As we grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may harmfind it difficult to maintain important aspects of our customer relationships or results of operations.corporate culture, which could negatively affect our ability to retain and recruit personnel who are essential to our future success.
Failure to manage our sales and distribution channels and third-party customer service and technical support providers effectively could result in a loss of revenue and harm to our business.
We contract with a number of software distributors and other strategic partners, none of which is individually responsible for a material amount of our total net revenue for any recent period. IfNonetheless, if any single agreement with one of our distributors were terminated, any prolonged delay in securing a replacement distributor could have a negative impact on our results of operations.
Successfully managing our indirect distribution channel efforts to reach various customer segments for our products and services is a complex process across the broad range of geographies where we do business or plan to do business. Our distributors and other channel partners are independent businesses that we do not control. Notwithstanding the independence of our channel partners, we face potential legal risk and potential reputational harm from the activities of these third parties including, but not limited to, export control violations, workplace conditions, corruption and anti-competitive behavior.
We cannot be certain that our distribution channel will continue to market or sell our products and services effectively. If our distribution channel is not successful, we may lose sales opportunities, customers and revenue.
Our distributors also sell our competitors’ products and services, and if they favor our competitors’ products or services for any reason, they may fail to market our products or services effectively or to devote resources necessary to provide effective sales, which would cause our results to suffer. We also distribute some products and services through our OEM channel, and if our OEMs decide not to bundle our applications on their devices, our results could suffer.
In addition, the financial health of our distributors and our continuing relationships with them are important to our success. Some of these distributors may be adversely impacted by changes to our business model or unable to withstand adverse changes in economic conditions, which could result in insolvency, and/or the inability of such distributors to obtain credit to finance purchases of our products and services. In addition, weaknessservices, or a delay in the end-user market could negatively affect the cash flows of our distributors who could, in turn, delay paying their obligations to us, which would increase our credit risk exposure. Our business could be harmed if the financial condition of some of these distributors substantially weakened and we were unable to timely secure replacement distributors.us.
We also sell certainsome of our products and services through our direct sales force. Risks associated with this sales channel include longermore extended sales and collection cycles associated with direct sales efforts, challenges related to hiring, retaining and motivating our direct sales force, and substantial amounts of ongoing training for sales representatives, including regular updates to cover new and upgraded systems, products and services.representatives. Moreover, recent hires may not become as productive as we would like, as in most cases it takes a significant period of time before they achieve full productivity. Our business could be seriously harmed if our expansion efforts do not generate a corresponding significant increase in revenue and we are unable to achieve the efficiencies we anticipate. In addition, the loss of key sales employees could impact our customer relationships and future ability to sell to certain accounts covered by such employees.
If our goodwill or amortizable intangible assets become impaired, then we could be required to record a significant charge to earnings.
GAAP requires us to test for goodwill impairment at least annually. In addition, we review our goodwill and amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include declines in stock price, market capitalization or cash flows, and slower growth rates in our industry. Depending on the results of our review, we could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets were determined, negatively impacting our results of operations.
We have issued $1.9 billion of notes in debt offerings and have a $2.25 billion term loan, and may incur other debt in the future, which may adversely affect our financial condition and future financial results.
We have $1.9 billion in senior unsecured notes and a $2.25 billion senior unsecured term loan outstanding. We also provide productshave a $1 billion senior unsecured revolving credit agreement, which is currently undrawn. This debt may adversely affect our financial condition and services, directlyfuture financial results by, among other things:
increasing our vulnerability to adverse changes in general economic and indirectly,industry conditions;
requiring the dedication of a portion of our expected cash flow from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures and acquisitions; and
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
Our senior unsecured notes and senior unsecured credit agreements impose restrictions on us and require us to maintain compliance with specified covenants. Our ability to comply with these covenants may be affected by events beyond our control. If we breach any of the covenants and do not obtain a varietywaiver from the lenders or noteholders, then, subject to applicable cure periods, any outstanding indebtedness may be declared immediately due and payable.
In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of government entities, both domesticallyour debt and internationally. Risks associated with licensing and selling products and services to government entities include longer sales cycles, varying governmental budgeting processes and adherence to complex procurement regulations and other government-specific contractual requirements. Ineffectively managing these risks could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, payment of fines, and suspension or debarment from future government business,equity securities, as well as harm to our reputation.
We outsourcethe potential costs associated with a substantial portionrefinancing of our customer servicedebt. Under certain circumstances, if our credit ratings are downgraded or other negative action is taken, the interest rate payable by us under our revolving credit facility and technical support activitiesterm loan could increase. Downgrades in our credit ratings could also affect the terms of any such financing and restrict our ability to third-party service providers. We rely heavily on these third-party customer service and technical support representatives working on our behalf, and we expect to continue to rely heavily on third partiesobtain additional financing in the future. This strategy provides us with lower operating costs and greater flexibility, but also presents risks to our business due to the fact that we may not be able to influence the quality of support as directly as we would be able to do if our own employees performed these activities. Our customers may react negatively to providing information to, and receiving support from, third-party organizations, especially if the third-party organizations are based overseas. If we encounter problems with our third-party customer service and technical support providers, our reputation may be harmed and we could lose customers and associated revenue.
Certain of our enterprise offerings have extended and complex sales cycles.
Sales cycles for some of our enterprise offerings, including our Adobe Marketing Cloud Solutions and ETLAs in our Digital Media business, are multi-phased and complex. The complexity in these sales cycles is due to a number of factors, including:
the need for our sales representatives to educate customers about the use and benefit of our large-scale deployments of our products and services, including technical capabilities, security features, potential cost savings and return on investment;
the desire of large and medium size organizations to undertake significant evaluation processes to determine their technology requirements prior to making information technology expenditures;
the need for our representatives to spend a significant amount of time assisting potential customers in their testing and evaluation of our products and services;
the negotiation of large, complex, enterprise-wide contracts, as often required by our and our customers’ business and legal representatives;
the need for our customers to obtain requisition approvals from various decision makers within their organizations; and
customer budget constraints, economic conditions and unplanned administrative delays.
We spend substantial time and expense on our sales efforts without any assurance that potential customers will ultimately purchase our solutions. As we target our sales efforts at larger enterprise customers, these trends are expected to continue and could have a greater impact on our results of operations. Additionally, our enterprise sales pattern has historically been uneven, where a higher percentage of a quarter’s total sales occur during the final weeks of each quarter, which is common in our industry. Our extended sales cycle for these products and services makes it difficult to predict when a given sales cycle will close.
Catastrophic events may disrupt our business.
We are a highly automated business and rely on our network infrastructure and enterprise applications, internal technology systems and our website for our development, marketing, operational,operations, support, hosted services and sales activities. In addition, some of our businesses rely on third-party hosted services, and we do not control the operation of third-party data center facilities serving our customers from around the world, which increases our vulnerability. A disruption, infiltration or failure of these systems or third-party hosted services in the event of a major earthquake, fire, flood, tsunami or other weather event, power loss, telecommunications failure, software or hardware malfunctions, pandemics, cyber-attack, war, terrorist attack or other catastrophic event that our disaster recovery plans do not adequately address, could cause system interruptions, reputational harm, loss of intellectual property, delays in our product development, lengthy interruptions in our services, breaches of data security and loss of critical data. Any of these events could prevent us from fulfilling our customers’ orders or could negatively impact a country or region in which we sell our products, which could in turn decrease that country’s or region’s demand for our products. Our corporate headquarters, a significant portion of our research and development activities, certain of our data centers and certain other critical business operations are located in the San Francisco Bay Area, and additional facilities where we conduct significant operations are located in the Salt Lake Valley Area, both of which are near major earthquake faults. A catastrophic event that results in the destruction or disruption of any of our data centers or our critical business or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be adversely affected.
Climate change may have a long-term impact on our business.
While we seek to partner with organizations that mitigate their business risks associated with climate change, we recognize that there are inherent risks wherever business is conducted. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices or for our vendors, is a priority. Our major sites in California, Utah and India are vulnerable to prolonged droughts due to climate change. While we seek to partner with organizations that mitigate their business risks associated with climate change, we recognize that there are inherent risks wherever business is conducted. In the event of a natural disaster that disrupts business due to limited access to these resources, Adobe haswe have the potential to experience losses to our business, time required to recover, and added costs to resume operations. To accurately assess and take potential proactive action as appropriate, Adobe is aligned with the guidelines of the Financial Stability Board’s (“FSB”) Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations.
Additionally, climate change may pose regulatory and environmental challenges that affect where we locate our offices, who we partner with, and how we deliver products and services to our customers.
Net revenue, margin or earnings shortfalls or the volatility of the market generally may cause the market price of our stock to decline.
The market price for our common stock has in the past experienced significant fluctuations and may do so in the future. A number of factors may affect the market price for our common stock, including:
shortfalls in our revenue, margins, earnings, the number of paid Creative Cloud and Document Cloud subscribers, Annualized Recurring Revenue (“ARR”), bookings within our Adobe Marketing Cloud business or other key performance metrics;
changes in estimates or recommendations by securities analysts;
whether our results meet analysts’ expectations
the announcement of new products and services, product enhancements or service introductions by us or our competitors;
the loss of large customers or our inability to increase sales to existing customers, retain customers or attract new customers;
variations in our or our competitors’ results of operations, changes in the competitive landscape generally and developments in our industry; and
unusual events such as significant acquisitions, divestitures, litigation, general socio-economic, regulatory, political or market conditions and other factors, including factors unrelated to our operating performance.
We are subject to risks associated with compliance with laws and regulations globally which may harm our business.
We are a global company subject to varied and complex laws, regulations and customs, both domestically and internationally. These laws and regulations relate to a number of aspects of our business, including trade protection, import and export control, data and transaction processing security, payment card industry data security standards, records management, user-generated content hosted on websites we operate, privacy practices, data residency, corporate governance, employee and third-party complaints, gift policies, conflicts of interest, employment and labor relations laws, securities regulations and other regulatory requirements affecting trade and investment. The application of these laws and regulations to our business is often unclear and may at times conflict. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business, and damage to our reputation. We incur additional legal compliance costs associated with our global operations and could become subject to legal penalties if we fail to comply with local laws and regulations in U.S. jurisdictions or in foreign countries, which laws and regulations may be substantially different from those in the United States. In many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by U.S. regulations applicable to us, including the Foreign Corrupt Practices Act. We cannot provide assurance that all of our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations, including those based in or from countries where practices that violate such U.S. laws may be customary, will not take actions in violation of our internal policies. Any such violation could have an adverse effect on our business.
We face various risks associated with our operating as a multinational corporation.
As a global business that generates approximately 42% of our total revenue from sales to customers outside of the Americas, we are subject to a number of risks, including:
foreign currency fluctuations;
changes in government preferences for software procurement;
international and regional economic, political and labor conditions, including any instability or security concerns abroad;
tax laws (including U.S. taxes on foreign subsidiaries);
increased financial accounting and reporting burdens and complexities;
unexpected changes in, or impositions of, legislative or regulatory requirements;
changes in laws governing the free flow of data across international borders;
failure of laws to protect our intellectual property rights adequately;
inadequate local infrastructure and difficulties in managing and staffing international operations;
delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers;
the imposition of governmental economic sanctions on countries in which we do business or where we plan to expand our business;
operating in locations with a higher incidence of corruption and fraudulent business practices; and
other factors beyond our control, including terrorism, war, natural disasters and pandemics.
If sales to any of our customers outside of the Americas are delayed or canceled because of any of the above factors, our revenue may decline.
In addition, approximately 53% of our employees are located outside the United States. Accordingly, we are exposed to changes in laws governing our employee relationships in various U.S. and foreign jurisdictions, including laws and regulations regarding wage and hour requirements, fair labor standards, employee data privacy, unemployment tax rates, workers’ compensation rates, citizenship requirements and payroll and other taxes, which likely would have a direct impact on our operating costs. We may continue to expand our international operations and international sales and marketing activities. Expansion in international markets has required, and will continue to require, significant management attention and resources. We may be unable to scale our infrastructure effectively or as quickly as our competitors in these markets, and our revenue may not increase to offset these expected increases in costs and operating expenses, which would cause our results to suffer.
We have issued $1.9 billion of notes in debt offerings and may incur other debt in the future, which may adversely affect our financial condition and future financial results.
We have $1.9 billion in senior unsecured notes outstanding. We also have a $1 billion revolving credit facility, which is currently undrawn. This debt may adversely affect our financial condition and future financial results by, among other things:
requiring the dedication of a portion of our expected cash flow from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures and acquisitions; and
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
Our senior unsecured notes and revolving credit facility impose restrictions on us and require us to maintain compliance with specified covenants. Our ability to comply with these covenants may be affected by events beyond our control. If we breach any of the covenants and do not obtain a waiver from the lenders or noteholders, then, subject to applicable cure periods, any outstanding indebtedness may be declared immediately due and payable.
In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of both our debt and equity securities, as well as the potential costs associated with a refinancing of our debt. Under certain circumstances, if our credit ratings are downgraded or other negative action is taken, the interest rate payable by us under our revolving credit facility could increase. Downgrades in our credit ratings could also restrict our ability to obtain additional financing in the future and could affect the terms of any such financing.
Changes in accounting principles, or interpretations thereof, could have a significant impact on our financial position and results of operations.
We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions. Additionally, the adoption of new or revised accounting principles may require that we make significant changes to our systems, processes and controls.
For example, the U.S.-based Financial Accounting Standards Board (“FASB”) is currently working together with the International Accounting Standards Board (“IASB”) on several projects to further align accounting principles and facilitate more comparable financial reporting between companies who are required to follow GAAP under SEC regulations and those who are required to follow International Financial Reporting Standards outside of the United States. These efforts by the FASB and IASB may result in different accounting principles under GAAP that may result in materially different financial results for us in areas including, but not limited to, principles for recognizing revenue and lease accounting. Additionally, significant changes to GAAP
resulting from the FASB’s and IASB’s efforts may require that we change how we process, analyze and report financial information and that we change financial reporting controls.
It is not clear if or when these potential changes in accounting principles may become effective, whether we have the proper systems and controls in place to accommodate such changes and the impact that any such changes may have on our financial position and results of operations.
If our goodwill or amortizable intangible assets become impaired we could be required to record a significant charge to earnings.
Under GAAP, we review our goodwill and amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. GAAP requires us to test for goodwill impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include declines in stock price, market capitalization or cash flows and slower growth rates in our industry. We could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets were determined, negatively impacting our results of operations.
Changes in tax rules and regulations, or interpretations thereof, may adversely affect our effective tax rates.
We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. A significant portion of our foreign earnings for the current fiscal year were earned by our Irish subsidiaries. In addition to providing for U.S. income taxes on earnings from the United States, we provide for U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the United States. While we do not anticipate changing our intention regarding permanently reinvested earnings, if certain foreign earnings previously treated as permanently reinvested are repatriated, the related U.S. tax liability may be reduced by any foreign income taxes paid on these earnings.
Our income tax expense has differed from the tax computed at the U.S. federal statutory income tax rate due primarily to discrete items and to earnings considered as permanently reinvested in foreign operations. Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in or our interpretation of tax rules and regulations in the jurisdictions in which we do business, by unanticipated decreases in the amount of earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. The United States, countries in the EU and other countries where we do business have been considering changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to corporate multinationals such as Adobe. These potential changes could adversely affect our effective tax rates or result in other costs to us.
In addition, we are subject to the continual examination of our income tax returns by the U.S. Internal Revenue Service (“IRS”) and other domestic and foreign tax authorities, including a current examination by the IRS of our fiscal 2010, 2011 and 2012 tax returns. These tax examinations are expected to focus on our intercompany transfer pricing practices as well as other matters. 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 the current examinations. We cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our operating results and financial position.
If we are unable to recruit and retain key personnel, our business may be harmed.
Much of our future success depends on the continued service, availability and performance of our senior management. These individuals have acquired specialized knowledge and skills with respect to Adobe. The loss of any of these individuals could harm our business, especially in the event that we have not been successful in developing adequate succession plans. Our business is also dependent on our ability to retain, hire and motivate talented, highly skilled personnel across all levels of our organization. Experienced personnel in the information technology industry are in high demand and competition for their talents is intense in many areas where our employees are located. If we are unable to continue to successfully attract and retain key personnel, our business may be harmed. Effective succession planning is also a key factor for our long-term success. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions of our key employees could adversely affect our long-term strategic planning and execution.
We believe that a critical contributor to our success to date has been our corporate culture, which we have built to foster innovation, teamwork and employee satisfaction. As we grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our ability to retain and recruit personnel who are essential to our future success.
Our investment portfolio may become impaired by deterioration of the financial markets.
Our cash equivalent and short-term investment portfolio as of November 27, 201530, 2018 consisted of corporate bonds and commercial paper, U.S. agencydebt securities, foreign government securities and U.S. Treasury securities, foreign government securities, money market mutual funds, municipal securities, time deposits and asset-backed securities. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes.
Should financial market conditions worsen in the future, investments in some financial instruments may pose risks arising from market liquidity and credit concerns. In addition, any deterioration of the capital markets could cause our other income and expense to vary from expectations. As of November 27, 2015,30, 2018, we had no material impairment charges associated with our short-term investment portfolio, and although we believe our current investment portfolio has little risk of material impairment, we
cannot predict future market conditions, or market liquidity or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The following table sets forth the location, approximate square footage and use of each of theour principal properties used by Adobe during fiscal 20152018. We lease or sublease all of these properties with the exception of our property in Noida, India where we own the building and lease the land, in Lehi where we own the building and land, in San Francisco at 601 and 625 Townsend Street where we own the building and land, and our corporate offices in San Jose where we own the land and the East and West tower buildings and lease the Almaden Tower building. All leased properties are leased under operating leases. Such leases expire at various times through 2028, with the exception of our land lease in Noida, India that expires in 2091. The annual base rent expense (including operating expenses, property taxes and assessments, as applicable) for all leased facilities is currently approximately $87.3 million and is subject to annual adjustments as well as changes in interest rates.:
|
| | | | | | |
| Location | Owned / Leased | Approximate
Square
Footage | | | Use |
North America: | Americas: | | | | |
West Tower, 345 Park Avenue
San Jose, CA 95110, USACalifornia | Owned & leased | 391,0001,081,000 |
| | (1) | Research, product development, sales, marketing and administration |
East Tower, 321 Park Avenue
San Jose, CA 95110, USAFrancisco, California | Owned & leased | 325,000549,000 |
| | (2) | Research, product development, sales, marketing and administration |
Almaden Tower, 151 Almaden Boulevard
San Jose, CA 95110, USALehi, Utah | Owned & leased | 273,000 |
| | | Product development, sales and administration |
601 and 625 Townsend Street
San Francisco, CA 94103, USA | | 346,000282,000 |
| (1)(3)
| | Research, product development, sales, marketing and administration |
801 N. 34th Street-Waterfront
Seattle, WA 98103, USAHillsboro, Oregon | | 182,000 |
| (2)
| | Product development, sales, technical support and administration |
410 Townsend Street
San Francisco, CA 94107, USA
| | 47,000 |
| | | Research, product development, sales, marketing and administration |
3900 Adobe Way
Lehi, UT 84043, USA | | 257,000 |
| | | Research, product development, sales, marketing and administration |
7930 Jones Branch Drive
McLean, VA 22102, USA | | 34,000 |
| (3)
| | Sales and marketing |
1540 Broadway
New York, NY 10036, USA | | 55,000 |
| | | Sales and marketing |
343 Preston Street
Ottawa, Ontario K1S 5N4, Canada | | 122,000 |
| (4)
| | Research, product development, sales, marketing and administration |
25100 NW Evergreen Rd
Hillsboro, OR 97124, USA
| Owned | 85,000 |
| | | Data center |
India: | APAC: | | | | |
Adobe Towers, 1-1A, Sector 25ABangalore, India | Owned & leased | 422,000 |
| (4) | Research, product development, sales and administration |
Noida, U.P.India | Owned & leased | 191,000554,000 |
| (5) | Research, product development, sales and administration |
| Japan | Leased | 64,000 |
| | Research, product development, sales and administration |
| EMEA: | | | | |
| Bucharest, Romania | Leased | 97,000 |
| | Research and product development |
| Dublin, Ireland | Leased | 42,000 |
| | Administration |
| Maidenhead, United Kingdom | Leased | 49,000 |
| | Product development, sales, marketing and administration |
|
| | | | | | |
| Location | | Approximate
Square
Footage | | | Use |
Tech Boulevard, Plot #6, Sector 127 Expressway, Noida, U.P. | | 107,000 |
| | | Product development and administration |
Plot A3, A4 & A5, Sector 125 Noida, U.P. | | 63,000 |
| | | Product development and administration |
Salapuria Infinity #5 and #6 Bannerghatta Road, Bangalore | | 185,000 |
| (5) | | Research, product development and administration |
Prestige Platina Technology Park Building 1, Block A Bangalore | | 250,000 |
| (5) | | Research, product development and administration |
| Japan: | | | | | |
Gate City Osaki East Tower
1-11 Osaki
Shinagawa-ku, Tokyo | | 56,000 |
| | | Product development, sales and marketing |
| Romania: | | | | | |
26 Z Timisoara Blvd, Anchor Plaza
Lujerului, Sector 6
Bucharest | | 71,000 |
| | | Research and product development |
| UK: | | | | | |
Market House Providence Place Maidenhead, Berkshire, SL6 8AD | | 49,000 |
| | | Product development, sales, marketing and administration
|
| Germany: | | | | | |
Grosse Elbstrasse 27
Hamburg | | 36,000 |
| | | Research and product development |
Georg-Brauchle-Ring No. 56/58 Munich | | 39,000 |
| | | Sales, marketing and administration |
| France: | | | | | |
18 rue Roger Simon-Barboux Arcueil, France | | 28,000 |
| | | Product development, sales and administration |
| |
(1) | The total square footage is 346,000, of which we occupy 273,000We own approximately 989,000 square feet or approximately 79% of this facility; 74,000 square feetour San Jose properties where our headquarters is unoccupied basement space.located. |
| |
(2) | The total square footage is 182,000, of which we occupy 162,000We own approximately 346,000 square feet or approximately 89% of this facility. The remaining square footage is sublease.our San Francisco properties. |
| |
(3) | The total square footage is 34,000, of which we occupy 30,000We own approximately 257,000 square feet or approximately 88% of this facility. The remaining square footage is subleased.our Lehi properties. |
| |
(4) | The total square footage is 122,000, of which we occupy 59,000We own approximately 250,000 square feet or approximately 48% of this facility; 6,000 square feet is unoccupied. The remaining square footage is subleased.our Bangalore properties. |
| |
(5) | In June 2015, we transferredWe own our Bangalore operations fromNoida properties except for a land lease for one of our buildings. The term for the Salapuria Infinity property to the Prestige Platina Technology Park property.land lease is until 2091. |
We lease or sublease the properties we occupy under operating leases. Such leases expire at various times through 2031, with the exception of our ground lease in Noida.
In general, all facilities are in good condition, suitable for the conduct of our business and are operating at an average capacity of approximately 75%91%.
ITEM 3. LEGAL PROCEEDINGS
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 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.
Between May 4, 2011 and July 14, 2011, five putative class action lawsuits were filed in Santa Clara Superior Court and Alameda Superior Court in California. On September 12, 2011, the cases were consolidated into In Re High-Tech Employee Antitrust Litigation (“HTEAL”) pending in the United States District Court for the Northern District of California, San Jose Division. In the consolidated complaint, Plaintiffs alleged that Adobe, along with Apple, Google, Intel, Intuit, Lucasfilm and Pixar, agreed not to recruit each other’s employees in violation of Federal and state antitrust laws. Plaintiffs claim the alleged agreements suppressed employee compensation and deprived employees of career opportunities. Plaintiffs seek injunctive relief, monetary damages, treble damages, costs and attorneys fees. All defendants deny the allegations and that they engaged in any wrongdoing of any kind. On October 24, 2013, the court certified a class of all persons who worked in the technical, creative, and/or research and development fields on a salaried basis in the United States for one or more of the following: (a) Apple from March 2005 through December 2009; (b) Adobe from May 2005 through December 2009; (c) Google from March 2005 through December 2009; (d) Intel from March 2005 through December 2009; (e) Intuit from June 2007 through December 2009; (f) Lucasfilm from January 2005 through December 2009; or (g) Pixar from January 2005 through December 2009, excluding retail employees, corporate officers, members of the boards of directors, and senior executives of all defendants. During the first quarter of fiscal 2015, the parties reached an agreement to settle the litigation. In March 2015, the court granted preliminary approval of the settlement and on September 2, 2015, the court granted final approval of the settlement. We expect to incur no additional losses associated with this matter.
In addition to intellectual property disputes, we are subject to legal proceedings, claims and investigations in the ordinary course of business, including claims relating to commercial, employment and other matters. Some of these disputes and legal proceedings 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, 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 and our independent registered public accounting firm.
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. Unless otherwise specifically disclosed in this note,our Consolidated Financial Statements and notes thereto, we have determined that no provision for liability noror 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, cash flows or results of operations could be negatively affected by an unfavorable resolution of one or more of such proceedings, claims or investigations.
In connection with our anti-piracypiracy conversion efforts, conducted both internally and through organizations such as the Business Software Alliance, from time to time we undertake litigation against alleged copyright infringers. Such lawsuits may lead to counter-claims alleging improper use of litigation or violation of other laws. We believe we have valid defenses with respect to such counter-claims; however, it is possible that our consolidated financial position, cash flows or results of operations could be negatively affected in any particular period by the resolution of one or more of these counter-claims.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our common stock is traded on the NASDAQ Global Select Market under the symbol “ADBE.” The following table sets forth the high and low sales price per share of our common stock for the periods indicated.
|
| | | | | | | | |
| | | Price Range |
| | | High | | Low |
| Fiscal 2015: | | | | |
| First Quarter | | $ | 79.10 |
| | $ | 69.74 |
|
| Second Quarter | | $ | 80.56 |
| | $ | 72.97 |
|
| Third Quarter | | $ | 86.77 |
| | $ | 74.27 |
|
| Fourth Quarter | | $ | 92.17 |
| | $ | 75.99 |
|
| Fiscal Year | | $ | 92.17 |
| | $ | 69.74 |
|
| Fiscal 2014: | | |
| | |
|
| First Quarter | | $ | 69.92 |
| | $ | 53.99 |
|
| Second Quarter | | $ | 68.92 |
| | $ | 58.63 |
|
| Third Quarter | | $ | 73.57 |
| | $ | 64.09 |
|
| Fourth Quarter | | $ | 73.68 |
| | $ | 60.88 |
|
| Fiscal Year | | $ | 73.68 |
| | $ | 53.99 |
|
Stockholders
According to the records of our transfer agent, there were 1,2151,030 holders of record of our common stock on January 15, 2016.18, 2019. Because many of such shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividends
We did not declare or pay any cash dividends on our common stock during fiscal 2015 or fiscal 2014. Under the terms of our credit agreement and lease agreements, we are not prohibited from paying cash dividends unless payment would trigger an event of default or one currently exists. We do not anticipate paying any cash dividends in the foreseeable future.
Issuer Purchases of Equity Securities
| | Period | | Total Number of Shares Repurchased | | Average Price Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans | | Approximate Dollar Value that May Yet be Purchased Under the Plan(1) | | | Total Number of Shares Repurchased | | Average Price Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans | | Approximate Dollar Value that May Yet be Purchased Under the Plan | |
| | | (in thousands, except average price per share) | | | (in thousands, except average price per share) | |
Beginning repurchase authority | Beginning repurchase authority | | | | | | | $ | 1,734,851 |
| | Beginning repurchase authority | | | | | | | $ | 8,397,282 |
| |
| August 29—September 25, 2015 | | | | | | | | | |
| September 1 — September 28, 2018 | | September 1 — September 28, 2018 | | | | | | | | |
| Shares repurchased | Shares repurchased | 440 |
| | $ | 79.11 |
| | 440 |
| | $ | (34,851 | ) | | Shares repurchased | 945 |
| | $ | 261.72 |
| | 945 |
| | $ | (247,282 | ) | |
| September 26—October 23, 2015 | | | | | | | | | |
| Shares repurchased | 532 |
| | $ | 83.60 |
| | 532 |
| | $ | (44,492 | ) | (2) | |
| October 24—November 27, 2015 | |
| | |
| | |
| | |
| | |
| October 27 — November 30, 2018 | | October 27 — November 30, 2018 | |
| | |
| | |
| | |
| |
| Shares repurchased | Shares repurchased | 475 |
| | $ | 89.10 |
| | 475 |
| | $ | (42,282 | ) | (2) | Shares repurchased | 616 |
| | $ | 243.52 |
| | 616 |
| | $ | (150,000 | ) | (2) |
| Total | Total | 1,447 |
| | |
| | 1,447 |
| | $ | 1,613,226 |
| | Total | 1,561 |
| | |
| | 1,561 |
| | $ | 8,000,000 |
| |
_________________________________________
| |
(1) | In January 2015,2017, the Board of Directors approved a new stock repurchase program grantinggranted authority to repurchase up to $2$2.5 billion in common stock through the end of fiscal 2017. The new stock repurchase program approved by our2019. In May 2018, the Board of Directors approved another authority to repurchase up to $8.0 billion in common stock through the end of fiscal 2021. As of November 30, 2018, there is similar tono remaining balance under our previous $2 billion repurchase program.January 2017 authority. |
| |
(2) | In September 2015, as part of our stock repurchase program,October 2018, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $125.0$300 million. As of November 27, 2015,30, 2018, approximately $38.2$150.0 million of the prepayment remained under this agreement. |
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data (presented in thousands, except per share amounts and employee data) is derived from our Consolidated Financial Statements. As our historical operating results are not necessarily indicative of future operating results, this data should be read in conjunction with the Consolidated Financial Statements and notes thereto, and with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
| | | | Fiscal Years | Fiscal Years |
| | 2015 | | 2014 | | 2013 | | 2012 | | 2011 | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
| Operations: | | | | | | | | | | | | | | | | | | |
| Revenue | $ | 4,795,511 |
| | $ | 4,147,065 |
| | $ | 4,055,240 |
| | $ | 4,403,677 |
| | $ | 4,216,258 |
| $ | 9,030,008 |
| | $ | 7,301,505 |
| | $ | 5,854,430 |
| | $ | 4,795,511 |
| | $ | 4,147,065 |
|
| Gross profit | $ | 4,051,194 |
| | $ | 3,524,985 |
| | $ | 3,468,683 |
| | $ | 3,919,895 |
| | $ | 3,778,385 |
| $ | 7,835,009 |
| | $ | 6,291,014 |
| | $ | 5,034,522 |
| | $ | 4,051,194 |
| | $ | 3,524,985 |
|
| Income before income taxes | $ | 873,781 |
| | $ | 361,376 |
| | $ | 356,141 |
| | $ | 1,118,794 |
| | $ | 1,035,230 |
| $ | 2,793,876 |
| | $ | 2,137,641 |
| | $ | 1,435,138 |
| | $ | 873,781 |
| | $ | 361,376 |
|
| Net income | $ | 629,551 |
| | $ | 268,395 |
| | $ | 289,985 |
| | $ | 832,775 |
| | $ | 832,847 |
| $ | 2,590,774 |
| | $ | 1,693,954 |
| | $ | 1,168,782 |
| | $ | 629,551 |
| | $ | 268,395 |
|
| Net income per share: | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
|
| Basic | $ | 1.26 |
| | $ | 0.54 |
| | $ | 0.58 |
| | $ | 1.68 |
| | $ | 1.67 |
| $ | 5.28 |
| | $ | 3.43 |
| | $ | 2.35 |
| | $ | 1.26 |
| | $ | 0.54 |
|
| Diluted | $ | 1.24 |
| | $ | 0.53 |
| | $ | 0.56 |
| | $ | 1.66 |
| | $ | 1.65 |
| $ | 5.20 |
| | $ | 3.38 |
| | $ | 2.32 |
| | $ | 1.24 |
| | $ | 0.53 |
|
| Shares used to compute basic net income per share | 498,764 |
| | 497,867 |
| | 501,372 |
| | 494,731 |
| | 497,469 |
| 490,564 |
| | 493,632 |
| | 498,345 |
| | 498,764 |
| | 497,867 |
|
| Shares used to compute diluted net income per share | 507,164 |
| | 508,480 |
| | 513,476 |
| | 502,721 |
| | 503,921 |
| 497,843 |
| | 501,123 |
| | 504,299 |
| | 507,164 |
| | 508,480 |
|
| Cash dividends declared per common share | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| |
Financial position:(1) | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
|
| Cash, cash equivalents and short-term investments | $ | 3,988,084 |
| | $ | 3,739,491 |
| | $ | 3,173,752 |
| | $ | 3,538,353 |
| | $ | 2,911,692 |
| $ | 3,228,962 |
| | $ | 5,819,774 |
| | $ | 4,761,300 |
| | $ | 3,988,084 |
| | $ | 3,739,491 |
|
Working capital(2) | $ | 2,608,336 |
| | $ | 2,107,893 |
| | $ | 2,520,281 |
| | $ | 3,125,314 |
| | $ | 2,520,672 |
| $ | 555,913 |
| | $ | 3,720,356 |
| | $ | 3,028,139 |
| | $ | 2,608,336 |
| | $ | 2,107,893 |
|
| Total assets | $ | 11,726,472 |
| | $ | 10,785,829 |
| | $ | 10,380,298 |
| | $ | 10,040,229 |
| | $ | 8,991,183 |
| $ | 18,768,682 |
| | $ | 14,535,556 |
| | $ | 12,697,246 |
| | $ | 11,714,500 |
| | $ | 10,781,991 |
|
| Debt and capital lease obligations, non-current | $ | 1,907,231 |
| | $ | 911,086 |
| | $ | 1,499,297 |
| | $ | 1,496,938 |
| | $ | 1,505,096 |
| |
| Debt, non-current | | $ | 4,124,800 |
| | $ | 1,881,421 |
| | $ | 1,892,200 |
| | $ | 1,895,259 |
| | $ | 907,248 |
|
| Stockholders’ equity | $ | 7,001,580 |
| | $ | 6,775,905 |
| | $ | 6,724,634 |
| | $ | 6,665,182 |
| | $ | 5,783,113 |
| $ | 9,362,114 |
| | $ | 8,459,869 |
| | $ | 7,424,835 |
| | $ | 7,001,580 |
| | $ | 6,775,905 |
|
| Additional data: | | | |
| | |
| | |
| | |
| | | |
| | |
| | |
| | |
|
| Worldwide employees | 13,893 |
| | 12,499 |
| | 11,847 |
| | 11,144 |
| | 9,925 |
| 21,357 |
| | 17,973 |
| | 15,706 |
| | 13,893 |
| | 12,499 |
|
_________________________________________
| |
(1) | Information associated with our financial position is as of the Friday closest to November 30 for the five fiscal periods through 20152018. |
| |
(2) | For fiscal 2015,2014, our working capital includesdid not include the effects of the adoption of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiringwhich required all deferred tax assets and liabilities and any related valuation allowance to be classified as non-current on our Consolidated Balance Sheets. Prior periods were not retrospectively adjusted.The new standard was adopted prospectively starting fiscal 2015. |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto.
ACQUISITIONS
During fiscal 2015,2018, we completed our acquisitions of Marketo, a privately held marketing cloud platform company, for $4.74 billion and Magento, a privately held commerce platform company, for $1.64 billion. As of the end of fiscal 2018, we are continuing to integrate Marketo and Magento into our Digital Experience reportable segment.
During fiscal 2017, we completed our acquisition of privatelyTubeMogul, a publicly held Fotolia, a leading marketplacevideo advertising platform company, for royalty-free photos, images, graphics and HD videos, for $807.5$560.8 million. DuringAs of the end of fiscal 2015,2018, we have integrated FotoliaTubeMogul into our Digital MediaExperience reportable segment.
During fiscal 2013, we completed our acquisitions of privately held Neolane, a leader in cross-channel campaign management technology for $616.7 million, and privately held Behance, an online social media platform to showcase and discover creative work for $111.1 million. During fiscal 2013, we integrated Neolane and Behance into our Digital Marketing and Digital Media reportable segments, respectively.
We also completed other immaterial business acquisitions during the fiscal years presented.
See Note 2 of our Notes to Consolidated Financial Statements for pro forma financial information related to the Marketo acquisition. Pro forma information has not been presented for any of our other acquisitions during the fiscal 2015, 2014 and 2013 acquisitionsyears presented as the impact to our Consolidated Financial Statements was not material.
Subsequent to November 30, 2018, we acquired the remaining interest in Allegorithmic SAS (“Allegorithmic”), a privately held 3D editing and authoring software company for gaming and entertainment, for approximately $105.0 million in cash consideration. Allegorithmic will be integrated into our Digital Media reportable segment for financial reporting purposes in the first quarter of fiscal 2019.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In preparing our Consolidated Financial Statements in accordance with GAAP and pursuant to the rules and regulations of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates. We also discuss our critical accounting policies and estimates with the Audit Committee of the Board of Directors.
We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, business combinations goodwill impairment and income taxes have the greatest potential impact on our Consolidated Financial Statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates, so we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
Revenue Recognition
Our revenue is derived from the licensing of subscription, perpetual and time-based software products, associated software maintenance and support plans, non-software related hosted services, consulting services, training and technical support.
We recognize revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is probable. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report.
We enter into multiple element revenue arrangements in which a customer may purchase a combination of software, upgrades, maintenance and support, hosted services and consulting.
For our software and software-related multiple element arrangements, we must: (1) determine whether and when each element has been delivered; (2) determine whether undelivered products or services are essential to the functionality of the delivered products and services; (3) determine the fair value of each undelivered element using vendor-specific objective evidence (“VSOE”); and (4) allocate the total price among the various elements. VSOE of fair value is used to allocate a portion of the price to the undelivered elements and the residual method is used to allocate the remaining portion to the delivered elements. Absent VSOE, revenue is deferred until the earlier of the point at which VSOE of fair value exists for any undelivered element or until all elements of the arrangement have been delivered. However, if the only undelivered element is maintenance and support, the entire arrangement fee is recognized ratably over the performance period. Changes in assumptions or judgments or changes to the elements in a software arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period.
We determine VSOE for each element based on historical stand-alone sales to third parties or from the stated renewal rate for the elements contained in the initial arrangement. In determining VSOE, we require that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range.
We have established VSOE for our software maintenance and support services, custom software development services, consulting services and training, when such services are sold optionally with software licenses.
For multiple-element arrangements containing our non-software services, we must: (1) determine whether and when each element has been delivered; (2) determine the fair value of each element using the selling price hierarchy of VSOE of selling price, third-party evidence (“TPE”) of selling price or best-estimated selling price (“BESP”), as applicable; and (3) allocate the total price among the various elements based on the relative selling price method.
For multiple-element arrangements that contain both software and non-software elements, we allocate revenue to software or software-related elements as a group and any non-software elements separately based on the selling price hierarchy. We determine the selling price for each deliverable using VSOE of selling price, if it exists, or TPE of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, we use BESP. Once revenue is allocated to software or software-related elements as a group, we recognize revenue in conformance with software revenue accounting guidance. Revenue is recognized when revenue recognition criteria are met for each element.
We are generally unable to establish VSOE or TPE for non-software elements and as such, we use BESP. BESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings. We determine BESP for a product or service by considering multiple factors including, but not limited to, major product groupings, geographies, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. Pricing practices taken into consideration include historic contractually stated prices, volume discounts where applicable and our price lists. We must estimate certain royalty revenue amounts due to the timing of securing information from our customers. While we believe we can make reliable estimates regarding these matters, these estimates are inherently subjective. Accordingly, our assumptions and judgments regarding future products and services as well as our estimates of royalty revenue could differ from actual events, thus materially impacting our financial position and results of operations.
Product revenue is recognized when the above criteria are met. We reduce the revenue recognized for estimated future returns, price protection and rebates at the time the related revenue is recorded. In determining our estimate for returns and in accordance with our internal policy regarding global channel inventory which is used to determine the level of product held by our distributors on which we have recognized revenue, we rely upon historical data, the estimated amount of product inventory in our distribution channel, the rate at which our product sells through to the end user, product plans and other factors. Our estimated provisions for returns can vary from what actually occurs. Product returns may be more or less than what was estimated. The amount of inventory in the channel could be different than what is estimated. Our estimate of the rate of sell-through for product in the channel could be different than what actually occurs. There could be a delay in the release of our products. These factors and unanticipated changes in the economic and industry environment could make our return estimates differ from actual returns, thus impacting our financial position and results of operations.
In the future, actual returns and price protection may exceed our estimates as unsold products in the distribution channels are exposed to rapid changes in consumer preferences, market conditions or technological obsolescence due to new platforms, product updates or competing products. While we believe we can make reliable estimates regarding these matters, these estimates are inherently subjective. Accordingly, if our estimates change, our returns and price protection reserves would change, which would impact the total net revenue we report.
We recognize revenue for hosted services that are based on a committed number of transactions ratably beginning on the date the services are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees, and fees billed based on the actual number of transactions from which we capture data, are billed in accordance with contract terms as these fees are incurred. We record amounts that have been invoiced in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.
Our consulting revenue is recognized on a time and materials basis and is measured monthly based on input measures, such as on hours incurred to date compared to total estimated hours to complete, with consideration given to output measures, such as contract milestones, when applicable.
Business Combinations
We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed assumed equity awards, as well as to in-process research and development based upon their estimated fair values at the acquisition
date. The purchase price allocation process requires management to make significant estimates and assumptions especially at the acquisition date with respect to intangible assets and deferred revenue obligations and equity assumed.
obligations. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience, market conditions and information obtained from the management of the acquired companies and are inherently uncertain. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:
future expected cash flows from software license sales, subscriptions, support agreements, consulting contracts and acquired developed technologies and patents;
historical and expected costs to develop the in-process researchcustomer attrition rates and development into commercially viable products and estimated cash flowsanticipated growth in revenue from the projects when completed;acquired customers;
the acquired company’s trade name and trademarks as well as assumptions about the period of time the acquired trade name and trademarks will continue to be used in the combined company’s product portfolio;
the expected use of the acquired assets; and
discount rates.
In connection with the purchase price allocations for our acquisitions, we estimate the fair value of the deferred revenue obligations assumed. The estimated fair value of the supportthese obligations is determined utilizing a cost build-up approach. The cost build-up approach determines fair value by estimating the costs related to fulfilling the obligations plus a normal profit margin. The estimated costs to fulfill the obligations are based on the historical costs related to fulfilling the obligations.
In connection with the purchase price allocations for our acquisitions, we estimate the fair value of the equity awards assumed. The estimated fair value is determined utilizing a modified binomial option pricing model which assumes employees exercise their stock options when the share price exceeds the strike price by a certain dollar threshold. If the acquired company has significant historical data on their employee’s exercise behavior, then this threshold is determined based upon the acquired company’s history. Otherwise, our historical exercise experience is used to determine the exercise threshold. Zero coupon yields implied by U.S. Treasury issuances, implied volatility for our common stock and our historical forfeiture rate are other inputs to the binomial model.
Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.
Goodwill Impairment
We complete our goodwill impairment test on an annual basis, during the second quarter of our fiscal year, or more frequently, if changes in facts and circumstances indicate that an impairment in the value of goodwill recorded on our balance sheet may exist. In order to estimate the fair value of goodwill, we typically estimate future revenue, consider market factors and estimate our future cash flows. Based on these key assumptions, judgments and estimates, we determine whether we need to record an impairment charge to reduce the value of the asset carried on our balance sheet to its estimated fair value. Assumptions, judgments and estimates about future values are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy or our internal forecasts. Although we believe the assumptions, judgments and estimates we have made in the past have been reasonable and appropriate, different assumptions, judgments and estimates could materially affect our reported financial results.
We completed our annual impairment test in the second quarter of fiscal 2015 and determined there was no impairment. The results of our annual impairment test indicate that the fair values of our reporting units are significantly in excess of their carrying values.
Accounting for 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 losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset.liabilities.
Our assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic
tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. In addition, we are subject to the continual examination of our income tax returns by the IRSU.S. Internal Revenue Service (“IRS”) and other domestic and foreign tax authorities, including a current examination by the IRS of our fiscal 2010, 2011 and 2012 tax returns.authorities. We expect future examinations to focus on our intercompany transfer pricing practices as well as other matters. 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 the currentsuch examinations. We believe such estimates to be reasonable; however, the final determination of any of these examinations could significantly impact the amounts provided for income taxes in our Consolidated Financial Statements.
Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, thus materially impacting our financial position and results of operations.
We are a United States-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. A significant portion of our foreign earnings for the current fiscal year were earned by our Irish subsidiaries. In addition to providing for U.S. income taxes on earnings from the United States, we provide for U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the United States. While we do not anticipate changing our intention regarding permanently reinvested earnings, if certain foreign earnings previously treated as permanently reinvested are repatriated, the related U.S. tax liability may be reduced by any foreign income taxes paid on these earnings.
Our income tax expense has differed from the tax computed at the U.S. federal statutory income tax rate due primarily to discrete items and to earnings considered as permanently reinvested in foreign operations. Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in, or our interpretation of, tax rules and regulations in the jurisdictions in which we do business, by unanticipated decreases in the amount of earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. The United States, countries in the European Union and other countries where we do business have been considering changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to corporate multinationals such as Adobe. These potential changes could adversely affect our effective tax rates or result in other costs to us.
Recent Accounting Pronouncements
On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. We elected to prospectively adopt the accounting standard in the beginningSee Note 1 of our fourth quarter of fiscal 2015. Prior periods in ourNotes to Consolidated Financial Statements were not retrospectively adjusted.Recent Accounting Pronouncements Not Yet Effective
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. Accordingly, the updated standard is effective for us in the first quarter of fiscal 2019. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our Consolidated Financial Statements and related disclosures.
With the exception of the new revenue standard discussed above, there have been no newinformation regarding recent accounting pronouncements not yet effective that haveare of significance, or potential significance to our Consolidated Financial Statements.us.
RESULTS OF OPERATIONS
Overview of 20152018
For fiscal 2015,2018, we reported strong financial results consistent with the continued execution of our long-term plans for our two strategic growth areas, Digital Media and Digital Marketing,Experience (formerly Digital Marketing), while continuing to market and license a broad portfolio of products and solutions.
In our Digital Media segment, we are a market leader with Adobe Creative Cloud, our subscription-based offering which provides desktop tools, mobile apps and cloud-based services for designing, creating and publishing contentrich and applications. Creative Cloud, first delivered in May 2012, is our next-generation offering that supersedes our historical model of licensing our creative products with perpetual licenses.immersive content. Creative Cloud delivers value through morewith deep, cross-product integration, frequent product updates and feature enhancements, cloud-based services including storage and access to user files stored in the cloud with syncing of files across users'users’ machines, access to marketplace, social and community-based features with our Adobe Stock and Behance services, app creation capabilities, tools which assist with enterprise deployments and lower entry pointteam collaboration, and affordable pricing for cost-sensitive customers.
We offer Creative Cloud for individuals, and forstudents, teams and we enable larger enterprise customers to acquireenterprises. We expect Creative Cloud capabilities through Enterprise Term License Agreements (“ETLAs”). The three Creative Cloud offerings address the multiple routes to market we use to license our creative software to targeted customers. Adoption of Creative Cloud has transformed our business model, and we continue to expect this towill drive highersustained long-term revenue growth through ana continued expansion of our customer base by acquiring new users through a loweron account of low cost of entry and delivery of additional features and value to Creative Cloud, as well as keeping existing customers current on our latest release. We have also built out a marketplace for Creative Cloud subscribers most notably with our acquisition of Fotolia in January of 2015, to enable the delivery and purchase of stock assetscontent in our new service called Adobe Stock.Stock service. Overall, our strategy with Creative Cloud is designed to enable us to increase our revenue with users, attract more new customers, and shiftgrow our revenue to be more recurring and predictable as revenue stream that is recognized ratably.
We continue to implement strategies that will accelerate awareness, consideration and purchase of subscriptions to our Creative Cloud offering.offerings. These strategies include increasing the value Creative Cloud users receive, such as offering new desktop and mobile applications, as well as targeted promotions and offers that attract past customers and potential users to try out and ultimately subscribe to Creative Cloud. Because of the shift towards Creative Cloud subscriptions and ETLAs, perpetual revenue for older Creative products has continued to decline, andEnterprise Term License Agreements (“ETLAs”), revenue from perpetual licensing of theseour Creative products washas been immaterial for fiscal 2015.to our business.
We are also a market leader with our Adobe Document Cloud offerings built around our Adobe Acrobat family of products, theincluding Adobe Acrobat Reader DC, and a set of integrated cloud-based document services, including Adobe eSign. AdobeSign. Acrobat provides reliable creation and exchange of electronic documents, regardless of platform or application source type. In the second quarter of fiscal 2015, we delivered the next generation of this offering called Adobe Document
Cloud, which we believe enhances the way people manage critical documents at home, in the office and across devices. Adobe Document Clouddevices, includes all-new Adobe Acrobat DC and Adobe eSign releasesSign, and a set of integrated services enableenabling users to create, review, approve, sign and track documents whether on a desktop or mobile device. Adobe Acrobat DC, with a touch-enabled user interface, is licensedoffered both through subscription and perpetual pricing.licenses.
Annualized Recurring Revenue (“ARR”) is currently ourthe key performance metric our management uses to assess the health and trajectory of our overall Digital Media segment. ARR should be viewed independently of revenue, deferred revenue and unbilled deferred revenue as ARR is a performance metric and is not intended to be combined with any of these items. We plan to adjust our reported ARR on an annual basis to reflect any material exchange rates changes. Our reported ARR results in fiscal 2018 are based on currency rates set at the start of fiscal 2018 and held constant throughout the year. We calculate ARR as follows:
|
| | |
| Creative ARR | Annual Value of Creative Cloud Subscriptions and Services + Annual Digital Publishing Suite Contract Value + Annual Creative ETLA Contract Value |
| Document Cloud ARR |
Annual Value of Document Cloud Subscriptions and Services + Annual Document Cloud ETLA Contract Value
|
| Digital Media ARR | Creative ARR + Document Cloud ARR |
Total Creative ARR exiting fiscal 20152018 was $2.60$6.03 billion, up from $1.61$4.77 billion at the end of fiscal 2014. We exited2017. Document Cloud ARR exiting fiscal 2015 with 6.1672018 was $801 million, paid Creative Cloud subscriptions, up 78% from 3.458$614 million at the end of fiscal 2014.
Our Digital Media segment also includes our Document Cloud products and solutions, including our newly released Acrobat DC product which helped grow Document Cloud ARR to $397 million exiting fiscal 2015, up from $265 million at the end of fiscal 2014.
2017. Total Digital Media ARR grew to approximately $3.00$6.83 billion at the end of fiscal 2015,2018, up from $1.88$5.39 billion at the end of fiscal 2014, demonstrating the progress we have made with the transformation of our business to a more recurring, ratable and predictable revenue model. Our reported ARR results in fiscal 2015 are based on currency rates set at the start of fiscal 2015 and held constant throughout the year.2017. Revaluing our ending ARR for fiscal 20152018 using currency rates at the beginning of fiscal 2016,2019, our Digital Media ARR at the end of fiscal 20152018 would be $2.88$6.71 billion or approximately $114$123 million lower than the ARR reported above.
Our success in driving growth in ARR has positively affected our revenue growth. Creative revenue in fiscal 2018 was $5.34 billion, up from $4.17 billion in fiscal 2017 and representing 28% year-over-year growth. Document Cloud revenue in fiscal 2018 was $981.8 million, up from $836.7 million in fiscal 2017 and representing 17% year-over-year revenue growth as we continue to transition Document Cloud to a subscription-based model. Total Digital Media segment revenue grew to $6.33 billion in fiscal 2018, up from $5.01 billion in fiscal 2017 and representing 26% year-over-year growth.
We are a market leader in the fast-growing category addressed by our Digital MarketingExperience segment. Our Digital Experience business provides comprehensive solutions that include analytics, social marketing, targeting, media optimization, digital experience management, cross-channel campaign management, marketing automation, audience management, commerce, premium video delivery and monetization. These comprehensive solutions enable marketers to measure, personalize and optimize marketing campaigns and digital experiences across channels for optimal marketing performance.
Our hierarchy of solutions in the Digital Experience segment, available in our Adobe Experience Cloud, consists of the following cloud offerings:
Adobe Advertising Cloud—delivers an end-to-end platform for managing advertising across traditional TV and digital formats, and simplifies the delivery of video, display and search advertising across channels and screens.
Adobe Analytics Cloud—enables businesses to move from insights to actions in real time by uniquely integrating audiences as the core system of intelligence for the enterprise; makes data available across all Adobe clouds through the
capture, aggregation, rationalization and understanding of vast amounts of disparate data and then translating that data into singular customer profiles; includes Adobe Analytics and Adobe Audience Manager.
Adobe Marketing Cloud—provides an integrated set of solutions to help marketers differentiate their brands and engage their customers, helping businesses manage, personalize, and orchestrate campaigns and customer journeys; includes Adobe Experience Manager (“AEM”), Adobe Campaign, Adobe Target, Marketo Engagement Platform and Adobe Primetime.
Magento Commerce Cloud—provides digital commerce, order management and predictive intelligence based on a unified commerce platform enabling shopping experiences across a wide array of industries. This cloud offering was integrated into the Adobe Experience Cloud now includes eightafter our acquisition of privately held Magento in June 2018.
In addition to chief marketing officers, chief revenue officers and digital marketers, users of our Adobe Experience Cloud solutions which addressinclude advertisers, campaign managers, digital marketers, publishers, data analysts, content managers, social marketers and marketing executives. These customers often are involved in workflows that utilize other Adobe products, such as our Digital Media offerings. By combining the expanding needscreativity of marketers. our Digital Media business with the science of our Digital Experience business, we help our customers to more efficiently and effectively make, manage, measure and monetize their content across every channel with an end-to-end workflow and feedback loop.
In October 2018, we acquired privately held marketing cloud platform company Marketo. We began integrating Magento, as discussed above, and Marketo into our Digital Experience business in the second half of fiscal 2015, we2018.
We utilize a direct sales force to market and license our Adobe Experience Cloud solutions, as well as an extensive ecosystem of partners, including marketing agencies, systems integrators and independent software vendors that help license and deploy our solutions to their customers. We have made significant investments to broaden the scale and size of all of these routes to market, and our recent financial results reflect the success of these investments.
We achieved record MarketingAdobe Experience Cloud revenue of $1.36$2.44 billion in fiscal 2018, up from $2.03 billion in fiscal 2017 which represents 16%20% year-over-year growth. Driving the increase in Adobe Experience Cloud revenue was the increase in subscription revenue across our offerings which grew to $1.95 billion in fiscal 2018 from $1.55 billion in fiscal 2017, representing 26% year-over-year growth. InAlso contributing to the increase in Digital Experience subscription revenue, to a lesser extent, was revenue associated with Magento’s commerce platform offerings and Marketo’s marketing cloud platform offerings. We expect that the addition we drove strongof Marketo and Magento, and continued demand and bookings growth foracross our Marketingportfolio of Adobe Experience Cloud solutions, which we expect will positively benefitdrive revenue growth in future quarters.years.
Financial Performance Summary for Fiscal 2015
During fiscal 2015, our subscription revenue as a percentage of total revenue increased to 67% from 50% compared with fiscal 2014, as we transitioned more of our business to a subscription-based model.2018
Total Digital Media ARR of approximately $3.00$6.83 billion as of November 27, 201530, 2018 increased by $1.12$1.44 billion, or 60%27%, from $1.88$5.39 billion as of November 28, 2014.December 1, 2017. The change in our Digital Media ARR was primarily due to increases in the number of paid Creative Cloud individual and team subscriptions and continuedstrong adoption of our ETLAs,Creative Cloud and to a lesser extent, the adoption of ourAdobe Document Cloud offering throughofferings.
Creative revenue of $5.34 billion increased by $1.17 billion, or 28%, during fiscal 2018, from $4.17 billion in fiscal 2017. The increase was primarily due to the increase in subscription revenue associated with our ETLAs and increases in DocumentCreative Cloud subscriptions.offerings.
Adobe MarketingExperience Cloud revenue of $1.36$2.44 billion increased by $188.5$413.4 million, or 16%20%, during fiscal 2015,2018, from $1.17$2.03 billion in fiscal 2014.2017. The increases wereincrease was primarily due to continued adoption ofthe increase in subscription revenue across our Adobe Experience Manager (“AEM”) offering and increases in Adobe Campaign and Adobe Analytics revenue.offerings.
Our total deferred revenue of $1.49$3.05 billion as of November 27, 201530, 2018 increased by $330.0$559.1 million, or 29%22%, from $1.16$2.49 billion as of November 28, 2014,December 1, 2017. The increase was primarily due to increases in Creative Cloud individual and team subscriptions, ETLAs and new contracts and existingthe timing of renewals forrelated to our Adobe Marketing Cloud services. Also contributingDigital Media offerings and, to the increase ina lesser extent, deferred revenue were the increases associated with our stock photography offeringassumed from the acquisition of Fotolia in fiscal 2015.Magento and Marketo.
Cost of revenue of $744.3 million$1.19 billion increased by $122.2$184.5 million, or 20%18%, during fiscal 2015,2018, from $622.1 million$1.01 billion in fiscal 2014.2017. The increases wereincrease was primarily due to increases in media rebill costs associated with compensationour Advertising Cloud offerings and related benefits driven by additional headcounthosting services and costs of professional services driven by the increase in our professional services business.data center costs.
Operating expenses of $3.15$4.99 billion increased by $35.8$871.7 million, or 21%, during fiscal 2015,2018, from $3.11$4.12 billion in fiscal 2014.2017. The increase iswas primarily due to higher costs associated withincreases in base compensation and related benefits driven by additionalcosts and stock-based compensation expense associated with headcount and amortization of intangibles from the Fotolia acquisition in fiscal 2015.growth.
Net income of $629.6 million$2.59 billion increased by $361.2$896.8 million, or 135%53%, during fiscal 20152018 from $268.4 million$1.69 billion in fiscal 20142017 primarily due to increases in subscription revenue growth.and, to a lesser extent, the decrease in the provision for income taxes.
Net cash flow from operations of $1.47$4.03 billion during fiscal 20152018 increased by $182.0 million,$1.12 billion, or 14%38%, from $1.29$2.91 billion during fiscal 20142017 primarily due to higher net income.
Revenue (dollars in millions)
Revenue for fiscal 2016 benefited from an extra week in the first quarter of fiscal 2016 due to our 52/53-week financial calendar whereby fiscal 2016 was a 53-week year compared with fiscal 2018 and 2017, which were 52-week years.
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change 2015-2014 | | % Change 2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Subscription | | $ | 3,223.9 |
| | $ | 2,076.6 |
| | $ | 1,137.9 |
| | 55 | % | | 82 | % | | $ | 7,922.2 |
| | $ | 6,133.9 |
| | $ | 4,584.8 |
| | 29 | % | | 34 | % |
| Percentage of total revenue | | 67 | % | | 50 | % | | 28 | % | | | | | | 88 | % | | 84 | % | | 78 | % | | | | |
| Product | | 1,125.1 |
| | 1,627.8 |
| | 2,470.1 |
| | (31 | )% | | (34 | )% | | 622.1 |
| | 706.7 |
| | 800.5 |
| | (12 | )% | | (12 | )% |
| Percentage of total revenue | | 24 | % | | 39 | % | | 61 | % | | | | | | 7 | % | | 10 | % | | 14 | % | | | | |
| Services and support | | 446.5 |
| | 442.7 |
| | 447.2 |
| | 1 | % | | (1 | )% | | 485.7 |
| | 460.9 |
| | 469.1 |
| | 5 | % | | (2 | )% |
| Percentage of total revenue | | 9 | % | | 11 | % | | 11 | % | | | | | | 5 | % | | 6 | % | | 8 | % | | | | |
| Total revenue | | $ | 4,795.5 |
| | $ | 4,147.1 |
| | $ | 4,055.2 |
| | 16 | % | | 2 | % | | $ | 9,030.0 |
| | $ | 7,301.5 |
| | $ | 5,854.4 |
| | 24 | % | | 25 | % |
Our subscription revenue is comprised primarily of fees we charge for our subscription and hosted service offerings including Creative Cloud and certain of our Adobe MarketingExperience Cloud and Document Cloud services. We recognize subscription revenue ratably over the term of agreements with our customers, beginning with commencement of the service. We expect our subscription revenue will continue to increase as a result of our investments in new software-as-a-service (“SaaS”) and subscription models.
We have the following reportable segments—Digital Media, Digital Marketing and PrintExperience and Publishing. Subscription revenue by reportable segment for fiscal 20152018, 20142017 and 20132016 is as follows (dollars in millions):
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change
2015-2014 | | % Change
2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Digital Media | | $ | 2,264.7 |
| | $ | 1,268.3 |
| | $ | 471.9 |
| | 79 | % | | 169 | % | | $ | 5,857.7 |
| | $ | 4,480.8 |
| | $ | 3,370.8 |
| | 31 | % | | 33 | % |
| Digital Marketing | | 937.0 |
| | 797.5 |
| | 663.1 |
| | 17 | % | | 20 | % | |
| Print and Publishing | | 22.2 |
| | 10.8 |
| | 2.9 |
| | * |
| | * |
| |
| Digital Experience | | | 1,949.3 |
| | 1,552.5 |
| | 1,123.2 |
| | 26 | % | | 38 | % |
| Publishing | | | 115.2 |
| | 100.6 |
| | 90.8 |
| | 15 | % | | 11 | % |
| Total subscription revenue | | $ | 3,223.9 |
| | $ | 2,076.6 |
| | $ | 1,137.9 |
| | 55 | % | | 82 | % | | $ | 7,922.2 |
| | $ | 6,133.9 |
| | $ | 4,584.8 |
| | 29 | % | | 34 | % |
_________________________________________In fiscal 2018, we moved our legacy enterprise offerings from our Digital Experience segment into Publishing. Prior year information in the table above has been reclassified to reflect this change. See below for additional details.
| |
| Percentage is not meaningful. |
Our services and support revenue is comprised of consulting, training and maintenance and support, primarily related to the licensing of our enterprise developer and platform productsofferings and the sale of our hosted Adobe MarketingExperience Cloud services. Our support revenue also includes technical support and developer support to partners and developer organizations related to our desktop products. Our maintenance and support offerings, which entitle customers to receive desktop product upgrades and enhancements or technical support, depending on the offering, are generally recognized ratably over the term of the arrangement.
Segments
In fiscal 20152018, we categorized our products into the following reportable segments:
Digital Media—Our Digital Media segment provides tools and solutions that enable individuals, small and medium businesses and enterprises to create, publish, promote and monetize their digital content anywhere. Our customers include traditional content creators, web application developers and digital media professionals, as well as their management in marketing departments and agencies, companies and publishers. Our customers also include knowledge workers who create, collaborate on and distribute documents.
Digital MarketingExperience—Our Digital MarketingExperience segment provides solutions and services for how digital advertising and marketing are created, managed, executed, measured and optimized. Our customers include digital marketers, advertisers, publishers, merchandisers, web analysts, chief marketing officers, chief information officers and chief revenue officers. This segment also includes our Marketo marketing cloud platform offerings and Magento commerce platform offerings, both acquired in fiscal 2018.
Print and Publishing—Our Print and Publishing segment addresses market opportunities ranging from the diverse authoring and publishing needs of technical and business publishing to our legacy type and OEM printing businesses. It also includes our web conferencing and document and forms platforms.
In fiscal 2018, we moved our legacy enterprise offerings—Adobe Connect web conferencing platform and Adobe LiveCycle, an enterprise document and forms platform—from our Digital Experience segment into Publishing, in order to more closely align our Digital Experience business with the strategic growth opportunity. Prior year information in the tables below have been reclassified to reflect this change.
Segment Information (dollars in millions)
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change
2015-2014 | | % Change
2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Digital Media | | $ | 3,095.2 |
| | $ | 2,603.2 |
| | $ | 2,625.9 |
| | 19 | % | | (1 | )% | | $ | 6,325.3 |
| | $ | 5,010.6 |
| | $ | 3,941.0 |
| | 26 | % | | 27 | % |
| Percentage of total revenue | | 65 | % | | 63 | % | | 65 | % | | | | | | 70 | % | | 69 | % | | 67 | % | | | | |
| Digital Marketing | | 1,508.9 |
| | 1,355.2 |
| | 1,228.8 |
| | 11 | % | | 10 | % | |
| Digital Experience | | | 2,443.7 |
| | 2,030.3 |
| | 1,631.4 |
| | 20 | % | | 24 | % |
| Percentage of total revenue | | 31 | % | | 33 | % | | 30 | % | | | | | | 27 | % | | 28 | % | | 28 | % | | | | |
| Print and Publishing | | 191.4 |
| | 188.7 |
| | 200.5 |
| | 1 | % | | (6 | )% | |
| Publishing | | | 261.0 |
| | 260.6 |
| | 282.0 |
| | — | % | | (8 | )% |
| Percentage of total revenue | | 4 | % | | 4 | % | | 5 | % | | | | | | 3 | % | | 3 | % | | 5 | % | | | | |
| Total revenue | | $ | 4,795.5 |
| | $ | 4,147.1 |
| | $ | 4,055.2 |
| | 16 | % | | 2 | % | | $ | 9,030.0 |
| | $ | 7,301.5 |
| | $ | 5,854.4 |
| | 24 | % | | 25 | % |
Fiscal 20152018 Revenue Compared to Fiscal 20142017 Revenue
Digital Media
Revenue from Digital Media increased $492.0 million$1.31 billion during fiscal 20152018 as compared to fiscal 2014,2017, primarily driven by increases in revenue associated with our Creative offerings.
Revenue associated with our Creative offerings, which includes our Creative Cloud, perpetually licensed Creative and stock photography offerings, increased during fiscal 2018. The increase was primarily due to an increase in subscription revenue across all of our Creative Cloud offerings driven by the increase in net new subscriptions.
Adobe Document Cloud revenue, which includes our Acrobat product family and Adobe Sign service, increased during fiscal 2018 as compared to fiscal 2017 primarily due to increases in subscriptions revenue driven by strong adoption of our Document Cloud.
Digital Experience
Revenue from Digital Experience increased $413.4 million during fiscal 2018, as compared to fiscal 2017 primarily due to subscription revenue growth associated with our Adobe Experience Cloud offerings. The increase in subscription revenue was primarily driven by continued adoption of our AEM offerings which is part of our Marketing Cloud and growth in revenue associated with our Analytics Cloud. Also contributing to the increase in subscription revenue, but to a lesser extent, was revenue associated with our Magento Commerce Cloud and Advertising Cloud.
Fiscal 2017 Revenue Compared to Fiscal 2016 Revenue
Digital Media
Revenue from Digital Media increased $1.07 billion during fiscal 2017 as compared to fiscal 2016, primarily driven by increases in revenue associated with our creative offerings due to continued strong adoption of Creative Cloud. Document Cloud revenue remained stable during fiscal 2015 as compared to fiscal 2014.offerings.
Revenue associated with our Creative revenue,offerings, which includes our Creative Cloud, perpetually licensed Creative and perpetual creativestock photography offerings, increased during fiscal 20152017 as compared to fiscal 2014,2016. The increase was primarily due to thean increase in subscription revenue associated with our Creative Cloud offerings driven by increases in individual, team and enterprise subscriptions. Also contributing to the increase in number of paid Creative Cloud team, individual and enterprise subscriptions. The increasesrevenue was revenue growth associated with our creative products wereCreative Cloud Photography Plan subscription offering.
Document Cloud revenue, which includes our Acrobat product family and Adobe Sign service, increased during fiscal 2017 as compared to fiscal 2016 primarily due to increases in Document Cloud subscription revenue, offset in part by expected declines in revenue associated with our perpetual creative offerings.
perpetually licensed Acrobat offering. Also contributing to the increase in Document Cloud revenue which includes our Acrobat product family, remained stable during fiscal 2015 as compared to the year ago period, as increases in revenue associated with eSign and our Document Cloud subscription offering were offset by decreases in revenue associated with our Document Cloud perpetual license offerings. Driving thewas an increase in our Document Cloud subscription revenue was the adoption of our cloud offering through subscriptions and ETLAs.Adobe Sign revenue.
Digital MarketingExperience
Revenue from Digital MarketingExperience increased $153.7$398.9 million during fiscal 20152017, as compared to fiscal 20142016 primarily due to continuedsubscription revenue growth associated with our Adobe Experience Cloud. The increase in subscription revenue was driven by strong performance with our Marketing Cloud offerings, which increased 16% as compared withinclude AEM and Adobe Campaign, and our Analytics Cloud offerings, which includes Audience Manager. Also contributing to the year-ago period. Contributing to this increase was the continued adoption of our AEM term-based offering, and to a lesser extent,in Adobe Experience Cloud revenue were increases in revenue associated with Adobe Campaign, Adobe Analytics and Adobe Target.
Print and Publishing
Revenue from Print and Publishing remained stable during fiscal 2015 as compared to fiscal 2014.
Fiscal 2014 Revenue Compared to Fiscal 2013 Revenue
Digital Media
Revenue from Digital Media decreased slightly during fiscal 2014 as compared to fiscal 2013. The slight decrease was primarily driven by declines in revenue associated with our perpetual creativeAdvertising Cloud offerings, distribution of third-party software downloads and Hobbyist products launchedincluding TubeMogul which we acquired in fiscal 2013. With respect to the Hobbyist product revenue decline, we began actively migrating customers to our Creative Cloud Photography Plan in fiscal 2014, for which revenue is recognized ratably. Largely offsetting these decreases were increases in Creative Cloud and Document Cloud revenue.
Creative revenue, which includes our Creative Cloud, Creative Suite editions and CS point products, decreased slightly during fiscal 2014 as compared to fiscal 2013 due to decreases in revenue from CS point products and Creative Suite editions, as we discontinued the general availability of our perpetually licensed CS6 products in the second quarter of fiscal 2014. Also contributing to the decline in creative revenue were decreases in revenue associated with the distribution of third-party software downloads and Hobbyist products launched in fiscal 2013. Decreases were largely offset by increases in revenue from subscriptions and ETLAs and revenue from our Digital Publishing Suite.
Document Cloud revenue, which includes our Acrobat product family, increased during fiscal 2014 as compared to fiscal 2013 primarily due to increases in our Document Cloud subscription revenue. Increases were slightly offset by decreases due to our continued shift to ETLAs.
Digital Marketing
Revenue from Digital Marketing increased $126.3 million during fiscal 2014 as compared to fiscal 2013 due to continued revenue growth associated with our Adobe Marketing Cloud, which increased 15% during fiscal 2014 as compared to fiscal 2013. Contributing to this increase was Adobe Campaign and the strong adoption of AEM.
Print and Publishing
Revenue from Print and Publishing decreased during fiscal 2014 as compared to fiscal 2013 primarily due to decreases in legacy product revenue and increased ETLAs for certain products in this group.2017.
Geographical Information (dollars in millions)
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change
2015-2014 | | % Change
2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Americas | | $ | 2,788.1 |
| | $ | 2,314.4 |
| | $ | 2,134.4 |
| | 20 | % | | 8 | % | | $ | 5,116.8 |
| | $ | 4,216.5 |
| | $ | 3,400.1 |
| | 21 | % | | 24 | % |
| Percentage of total revenue | | 58 | % | | 56 | % | | 53 | % | | | | | | 57 | % | | 58 | % | | 58 | % | | | | |
| EMEA | | 1,336.4 |
| | 1,179.9 |
| | 1,129.2 |
| | 13 | % | | 4 | % | | 2,550.0 |
| | 1,985.1 |
| | 1,619.2 |
| | 28 | % | | 23 | % |
| Percentage of total revenue | | 28 | % | | 28 | % | | 28 | % | | | | | | 28 | % | | 27 | % | | 28 | % | | | | |
| APAC | | 671.0 |
| | 652.8 |
| | 791.6 |
| | 3 | % | | (18 | )% | | 1,363.2 |
| | 1,099.9 |
| | 835.1 |
| | 24 | % | | 32 | % |
| Percentage of total revenue | | 14 | % | | 16 | % | | 19 | % | | | | | | 15 | % | | 15 | % | | 14 | % | | | | |
| Total revenue | | $ | 4,795.5 |
| | $ | 4,147.1 |
| | $ | 4,055.2 |
| | 16 | % | | 2 | % | | $ | 9,030.0 |
| | $ | 7,301.5 |
| | $ | 5,854.4 |
| | 24 | % | | 25 | % |
Fiscal 20152018 Revenue by Geography Compared to Fiscal 20142017 Revenue by Geography
RevenueOverall revenue during fiscal 2018 increased in the Americas and EMEA during fiscal 2015all geographic regions as compared to fiscal 2014 while revenue in APAC remained stable during fiscal 2015 compared with the year-ago period. Revenue in the Americas and EMEA increased2017 primarily due to growthincreases in Digital Media and Digital MarketingExperience revenue. The overall increase in EMEA revenue was slightly offset by declines due to strengthening of the U.S. Dollar against the Euro, British Pound and other EMEA currencies in fiscal 2015. Within the Americas and EMEA, fluctuations in revenue by reportable segment were attributable to the factors noted in the segment information above.
Revenue in APAC remained stable during fiscal 2015 as compared to fiscal 2014 due to an increase in Digital Marketing revenue offset by a decrease in Digital Media revenue.The increase in Digital Marketing revenue in APAC was attributable to the factors noted in the segment information above. The decline in Digital Media revenue was primarily due to expected decreases in perpetual license revenue, partially offset by increases in subscription revenue during fiscal 2015 as compared to fiscal 2014.
Fiscal 2014 Revenue by Geography Compared to Fiscal 2013 Revenue by Geography
Overall revenue increased in the Americas and EMEA during fiscal 2014 as compared to fiscal 2013. Revenue in the Americas increased due to growth in Digital Media and Digital Marketing revenue. Revenue in EMEA increased primarily due to growth in Digital Marketing revenue. Digital Media and Print and Publishing revenue in EMEA remained relatively stable. Despite strengthening of the U.S. Dollar against the Euro and the British Pound during the latter part of fiscal 2014, the overall weakening of the U.S. Dollar against these currencies during fiscal 2014 also caused revenue in EMEA to increase as compared to fiscal 2013. Within the Americas and EMEA,each geographic region, the fluctuations in revenue by reportable segment were attributable to the factors noted in the segment information above.
Revenue Further, the overall increase in APAC decreasedEMEA revenue during fiscal 2014 as compared to fiscal 2013 primarily as a result of decreases in Digital Media revenue due to slower adoption of Creative Cloud in Japan compared to other countries and2018 was positively impacted by the strengtheningrelative weakening of the U.S. Dollar against the Japanese Yen and other Asian currencies. Digital Marketing and Print and PublishingEMEA currencies as discussed below.
Fiscal 2017 Revenue by Geography Compared to Fiscal 2016 Revenue by Geography
Overall revenue in APAC remained relatively stable during fiscal 20142017 increased in all geographic regions as compared to fiscal 2013.
Included in the overall change in revenue for fiscal 20152018 and fiscal 20142017 were impacts associated with foreign currency as shown below. Our currency hedging program is used to mitigate a portion of the foreign currency impact to revenue.
| | | (in millions) | Fiscal
2015 | | Fiscal
2014 | Fiscal
2018 | | Fiscal
2017 |
| Revenue impact: | Increase/(Decrease) | Increase/(Decrease) |
| EMEA: | | | | |
| Euro | $ | (104.3 | ) | | $ | 12.3 |
| $ | 96.3 |
| | $ | (2.3 | ) |
| British Pound | (16.1 | ) | | 12.9 |
| 21.6 |
| | (46.1 | ) |
| Other currencies | (12.3 | ) | | (0.2 | ) | |
| Total EMEA | (132.7 | ) | | 25.0 |
| |
| Japanese Yen | (35.0 | ) | | (25.7 | ) | 2.8 |
| | 4.0 |
|
| Other currencies | (23.9 | ) | | (8.9 | ) | 1.9 |
| | 6.1 |
|
| Total revenue impact | (191.6 | ) | | (9.6 | ) | 122.6 |
| | (38.3 | ) |
| Hedging impact: | | | | | | |
| EMEA | 40.1 |
| | 10.1 |
| |
| Euro | | 29.1 |
| | 13.7 |
|
| British Pound | | 11.3 |
| | 7.1 |
|
| Japanese Yen | 16.2 |
| | 8.6 |
| 8.2 |
| | 12.1 |
|
| Total hedging impact | 56.3 |
| | 18.7 |
| 48.6 |
| | 32.9 |
|
| Total impact | $ | (135.3 | ) | | $ | 9.1 |
| $ | 171.2 |
| | $ | (5.4 | ) |
During fiscal 2015,2018, the U.S. Dollar weakened against EMEA currencies, which positively impacted revenue in U.S. Dollar equivalents. In addition, we had $48.6 million in hedging gains from our EMEA currency hedging programs during fiscal 2018.
During fiscal 2017, the U.S. Dollar strengthened against the Euro, British Pound, Japanese Yen and other Asian currencies causingwhich negatively impacted revenue in EMEA and APAC measured in U.S. Dollar equivalentsequivalents. The net foreign currency impact to decrease as compared to fiscal 2014. These decreases were partiallyrevenue was offset in part by hedging gains from our EMEA currencies and Japanese Yen currencies hedging programs during fiscal 2015.2017.
During fiscal 2014, the U.S. Dollar strengthened against the Japanese Yen and other Asian currencies causing revenue in APAC measured in U.S. Dollar equivalents to decrease compared to fiscal 2013. This decrease was offset in part by the favorable impact to revenue measured in EMEA currencies as the U.S. Dollar weakened against the Euro and the British Pound for the majority of fiscal 2014. Our EMEA and Yen currency hedging programs resulted in hedging gains during fiscal 2014.
Product Backlog
The actual amount of product backlog at any particular time may not be a meaningful indicator of future business prospects. Shippable backlog is comprised of unfulfilled orders, excluding those associated with new product releases, those pending credit review and those not shipped due to the application of our global inventory policy. We had minimal shippable backlog at the end of the fourth quarter of fiscal 2015 and fiscal 2014. We expect that our shippable backlog will continue to be insignificant in future periods.Backlog
Deferred revenue on our consolidated balance sheet consists of billings and payments received in advance of revenue recognition for our products and solutions and does not represent the total contract value of existing annual or multi-year, non-cancelablenon-cancellable commercial subscription, SaaS and managed services agreements or government contracts with fiscal funding clauses. Unbilled deferred revenue represents expected future billings whichthat are contractually committed under our existing subscription, SaaS and managed services agreements that have not been invoiced and are not recorded in deferred revenue within our financial statements. Our presentation of unbilled deferred revenue backlog may differ from that of other companies in the industry. As of November 27, 2015,30, 2018, we had unbilled deferred revenue backlog, including that of our fiscal 2018 acquisitions, of approximately $2.89$5.05 billion of which approximately 40% to 50% is not reasonably expected to be billed during fiscal 2016. As of November 28, 2014,2019. Comparatively, we had unbilled deferred revenue backlog of approximately $2.19$3.94 billion as of December 1, 2017, of which has been updatedapproximately 40% to include $433 million of individual annual subscriptions which were50% was not captured in the prior year duereasonably expected to current year enhancements to our management reporting system.be billed during fiscal 2018.
We expect that the amount of unbilled deferred revenue backlog will change from period to period due to certain factors, including the timing and duration of large customer subscription,subscriptions, SaaS and managed service agreements, varying billing cycles of these agreements, the timing of customer renewals, the timing of when unbilled deferred revenue backlog is to be billed, changes in customer financial circumstances and foreign currency fluctuations. Additionally, the unbilled deferred revenue backlog for multi-year subscription agreements that are billed annually is typically higher at the beginning of the contract period, lower prior to renewal and typically increases when the agreement is renewed. Accordingly, fluctuations in unbilled deferred revenue backlog may not be a reliable indicator of future business prospects and the related revenue associated with these contractual commitments.
Cost of Revenue (dollars in millions)
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change
2015-2014 | | % Change
2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Subscription | | $ | 409.2 |
| | $ | 335.5 |
| | $ | 278.1 |
| | 22 | % | | 21 | % | | $ | 807.2 |
| | $ | 623.0 |
| | $ | 461.9 |
| | 30 | % | | 35 | % |
| Percentage of total revenue | | 9 | % | | 8 | % | | 7 | % | | | | | | 9 | % | | 9 | % | | 8 | % | | | | |
| Product | | 90.0 |
| | 97.1 |
| | 138.2 |
| | (7 | )% | | (30 | )% | | 46.0 |
| | 57.1 |
| | 68.9 |
| | (19 | )% | | (17 | )% |
| Percentage of total revenue | | 2 | % | | 2 | % | | 3 | % | | | | | | 1 | % | | 1 | % | | 1 | % | | | | |
| Services and support | | 245.1 |
| | 189.5 |
| | 170.3 |
| | 29 | % | | 11 | % | | 341.8 |
| | 330.4 |
| | 289.1 |
| | 3 | % | | 14 | % |
| Percentage of total revenue | | 5 | % | | 5 | % | | 4 | % | | | | | | 4 | % | | 5 | % | | 5 | % | | | | |
| Total cost of revenue | | $ | 744.3 |
| | $ | 622.1 |
| | $ | 586.6 |
| | 20 | % | | 6 | % | | $ | 1,195.0 |
| | $ | 1,010.5 |
| | $ | 819.9 |
| | 18 | % | | 23 | % |
Subscription
Cost of subscription revenue consists of third-party royalties and expenses related to operating our network infrastructure, including depreciation expensesexpense and operating lease payments associated with computer equipment, data center costs, salaries and related expenses of network operations, implementation, account management and technical support personnel, amortization of certain intangible assets and allocated overhead. We enter into contracts with third parties for thehosting services and use of their data center facilities and ourfacilities. Our data center costs largely consist of the amounts we pay to these third parties for rack space, power and similar items. Cost of subscription revenue also includes media costs related to impressions purchased from third-party ad inventory sources for our Adobe Advertising Cloud offerings.
Cost of subscription revenue increased due to the following:
|
| | | | | |
| | % Change
2015-2014 | | % Change 2014-2013 |
| Data center cost | 4 | % | | 10 | % |
| Compensation cost and related benefits associated with headcount | 4 |
| | 4 |
|
| Depreciation expense | 3 |
| | 3 |
|
| Royalty cost | 4 |
| | 3 |
|
| Amortization of purchased intangibles | 3 |
| | — |
|
| Various individually insignificant items | 4 |
| | 1 |
|
| Total change | 22 | % | | 21 | % |
Cost of subscription revenue increased during fiscal 2015 as compared to fiscal 2014 primarily due to data center costs, compensation and related benefits, royalty cost, depreciation expense, and purchased intangible amortization. Data center costs increased primarily due to higher transaction volumes in our Adobe Marketing Cloud and Creative Cloud services. Depreciation expense increased primarily due to higher capital expenditures in recent periods as we continue to invest in our network and data center infrastructure to support the growth of our subscription and hosted services business. Royalty cost increased primarily due to increases in subscriptions and downloads of our SaaS offerings and increased royalties due to the introduction of our stock photography offering from our acquisition of Fotolia in fiscal 2015. Amortization of purchased intangibles increased primarily due to amortization of intangibles acquired from our acquisition of Fotolia in fiscal 2015. |
| | | | | |
| | % Change
2018-2017 | | % Change
2017-2016 |
| Media rebill costs | 8 | % | | 9 | % |
| Hosting services and data center costs | 8 |
| | 7 |
|
| Royalty costs | 4 |
| | 6 |
|
| Base compensation and related benefits associated with headcount | 1 |
| | 6 |
|
| Incentive compensation, cash and stock-based | 3 |
| | 5 |
|
| Amortization of purchased intangibles | 2 |
| | 2 |
|
| Depreciation expense | — |
| | (1 | ) |
| Software licenses | 2 |
| | — |
|
| Various individually insignificant items | 2 |
| | 1 |
|
| Total change | 30 | % | | 35 | % |
Cost of subscription revenue increased during fiscal 2014 as compared to fiscal Product2013 primarily due to data center costs, compensation and related benefits, depreciation expense, and royalty cost. Data center costs increased primarily due to higher transaction volumes in our Adobe Marketing Cloud and Creative Cloud services. Compensation cost and related benefits increased primarily due to additional headcount in fiscal 2014, including from our acquisition of Neolane in the third quarter of fiscal 2013. Depreciation expense increased primarily due to higher capital expenditures as we continued to invest in our network and data center infrastructure to support the growth of our business. Royalty cost increased primarily due to increases in subscriptions and downloads of our SaaS offerings.
Product
Cost of product revenue includes product packaging, third-party royalties, excess and obsolete inventory, amortization related to localization costs, purchased intangibles and acquired rights to use technology and the costs associated with the manufacturing of our products.
Fluctuations in cost of product revenue are due to the following:
|
| | | | | |
| | % Change
2015-2014 | | % Change
2014-2013 |
| Cost of sales | (3 | )% | | (4 | )% |
| Excess and obsolete inventory | (4 | ) | | 1 |
|
| Amortization of purchased intangibles and technology license arrangements | (2 | ) | | (20 | ) |
| Royalty cost | 3 |
| | (2 | ) |
| Various individually insignificant items | (1 | ) | | (5 | ) |
| Total change | (7 | )% | | (30 | )% |
Cost of product revenue decreased during fiscal 20152018 and fiscal 2017 as compared to fiscal 2014the corresponding year-ago periods primarily due to decreases in excess and obsolete inventory, cost of sales and amortization of purchased intangibles, partially offset by an increase indecreased royalty cost. The increase in royalty cost was driven by royalty payments related to our stock photography perpetual offering from our acquisition of Fotolia in fiscal 2015.
Cost of product revenue decreased during fiscal 2014 as compared to fiscal 2013 primarily due to decreases in amortization of purchased intangibles and technology license arrangements, cost of sales and royalty cost, slightly offset by an increase in excess and obsolete inventory. Amortization of purchased intangibles and technology license arrangements decreased as we entered into certain technology licensing arrangements for which payments of $26.5 million related to historical use of certain technology licensing arrangements were expensed as cost of product revenue during fiscal 2013. Cost of sales decreased due to decreases in the number of perpetual units sold and associated packaging costs as we continued to focus our development and sales efforts on Creative Cloud. Royalty cost decreased primarily due to decreases in revenue from our perpetual offerings. Excess and obsolete inventory increased as a result of changesdeclines in reserve requirementsobligations to certain key vendors for CS6 shrink boxes as we discontinued the general availability of CS6 on a perpetual licensing basis.technology use.
Services and Support
Cost of services and support revenue is primarily comprised of employee-related costs and associated costs incurred to provide consulting services, training and product support.
Cost of services and support revenue increased in all periods presenteddue to the following:
|
| | | | | |
| | % Change
2018-2017 | | % Change
2017-2016 |
| Base compensation and related benefits associated with headcount | 1 | % | | 13 | % |
| Incentive compensation, cash and stock-based | 1 |
| | 1 |
|
| Professional and consulting fees | — |
| | (3 | ) |
| Various individually insignificant items | 1 |
| | 3 |
|
| Total change | 3 | % | | 14 | % |
Compensation costs increased during fiscal 2017 as compared to fiscal 2016 primarily due to increases in compensationheadcount resulting from decreased usage of outside consultants that were providing consulting and related benefits driven by additional headcount and third-party feestraining services to support the increase in our professional services business.customers.
Operating Expenses (dollars in millions)
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change
2015-2014 | | % Change
2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Research and development | | $ | 862.7 |
| | $ | 844.4 |
| | $ | 826.6 |
| | 2 | % | | 2 | % | | $ | 1,537.8 |
| | $ | 1,224.1 |
| | $ | 976.0 |
| | 26 | % | | 25 | % |
| Percentage of total revenue | | 18 | % | | 20 | % | | 20 | % | | | | | | 17 | % | | 17 | % | | 17 | % | | | | |
| Sales and marketing | | 1,683.2 |
| | 1,652.3 |
| | 1,620.5 |
| | 2 | % | | 2 | % | | 2,620.8 |
| | 2,197.6 |
| | 1,910.2 |
| | 19 | % | | 15 | % |
| Percentage of total revenue | | 35 | % | | 40 | % | | 40 | % | | | | | | 29 | % | | 30 | % | | 33 | % | | | | |
| General and administrative | | 531.9 |
| | 543.3 |
| | 520.1 |
| | (2 | )% | | 4 | % | | 744.9 |
| | 624.7 |
| | 576.2 |
| | 19 | % | | 8 | % |
| Percentage of total revenue | | 11 | % | | 13 | % | | 13 | % | | | | | | 8 | % | | 9 | % | | 10 | % | | | | |
| Restructuring and other charges | | 1.6 |
| | 19.9 |
| | 26.5 |
| | * |
| | (25 | )% | |
| Percentage of total revenue | | ** |
| | ** |
| | 1 | % | | | | | |
| Amortization of purchased intangibles | | 68.7 |
| | 52.4 |
| | 52.3 |
| | 31 | % | | — | % | | 91.1 |
| | 76.5 |
| | 78.5 |
| | 19 | % | | (3 | )% |
| Percentage of total revenue | | 1 | % | | 1 | % | | 1 | % | | | | | | 1 | % | | 1 | % | | 1 | % | | | | |
| Total operating expenses | | $ | 3,148.1 |
| | $ | 3,112.3 |
| | $ | 3,046.0 |
| | 1 | % | | 2 | % | | $ | 4,994.6 |
| | $ | 4,122.9 |
| | $ | 3,540.9 |
| | 21 | % | | 16 | % |
_________________________________________
(*) Percentage is not meaningful.
(**) Percentage is less than 1%.
Research and Development, Sales and Marketing and General and Administrative Expenses
Research and development, and sales and marketing and general and administrative expenses increased slightly during fiscal 20152018 as compared to fiscal 20142017 due to increases in base compensation and related benefits costs and stock-based compensation expenses associated with headcount growth.
Research and development, sales and marketing and general and administrative expenses increased during fiscal 2017 as compared to fiscal 2016 primarily due to increases in base compensation and related benefits associated with headcount. General and administrative expenses decreased slightly during fiscal 2015 as compared to fiscal 2014 primarily due to the reversal of a previously anticipated loss associated with the HTEAL proceedings, offset in partcosts driven by headcount increases in compensation and related benefits associated with headcount.
The increase in research and development and general and administrative expenses during fiscal 2014 as compared to fiscal 2013 was primarily due to increases in cash incentive and stock-based compensation. The increase in stock-based compensation was driven by a change in the vesting term for stock awards granted as part of our annual review process beginning in fiscal 2013, which decreased the term from four years to three years. The increase in sales and marketing expense during fiscal 2014 as compared to fiscal 2013 was primarily due to compensation and related benefits associated with additional headcount.expense.
Research and Development
Research and development expenses consist primarily of salary and benefit expenses for software developers, contracted development efforts, related facilities costs and expenses associated with computer equipment used in software development.
Research and development expenses increased due to the following: | | | | % Change
2015-2014 | | % Change
2014-2013 | % Change
2018-2017 | | % Change
2017-2016 |
| Compensation and related benefits associated with headcount | 2 | % | | — | % | |
| Compensation associated with cash and stock-based incentives | (1 | ) | | 2 |
| |
| Base compensation and related benefits associated with headcount | | 14 | % | | 11 | % |
| Incentive compensation, cash and stock-based | | 8 |
| | 9 |
|
| Professional and consulting fees | | 3 |
| | 4 |
|
| Various individually insignificant items | 1 |
| | — |
| 1 |
| | 1 |
|
| Total change | 2 | % | | 2 | % | 26 | % | | 25 | % |
We believe that investments in research and development, including the recruiting and hiring of software developers, are critical to remain competitive in the marketplace and are directly related to continued timely development of new and enhanced products, subscriptionofferings and solution offerings.solutions. We will continue to focus on long-term opportunities available in our end markets and make significant investments in the development of our application, tool, subscription and service offerings.offerings, applications and tools.
Sales and Marketing
Sales and marketing expenses consist primarily of salary and benefit expenses, sales commissions, travel expenses and related facilities costs for our sales, marketing, order management and global supply chain management personnel. Sales and marketing expenses also include the costs of programs aimed at increasing revenue, such as advertising, trade shows, public relations and other market development programs.
Sales and marketing expenses as a percentage of revenue during fiscal 2018 decreased slightly compared to fiscal 2017 primarily due to our revenue growing at a faster pace compared with the increases in sales and marketing expenses.
Sales and marketing expenses increased due to the following: | | | | % Change
2015-2014 | | % Change
2014-2013 | % Change
2018-2017 | | % Change
2017-2016 |
| Compensation and related benefits associated with headcount | 3 | % | | 1 | % | |
| Compensation associated with cash incentives | (2 | ) | | — |
| |
| Base compensation and related benefits associated with headcount | | 7 | % | | 5 | % |
| Incentive compensation, cash and stock-based | | 6 |
| | 2 |
|
| Professional and consulting fees | (2 | ) | | — |
| — |
| | 2 |
|
| Marketing spending related to product launches and overall marketing efforts | 2 |
| | — |
| 2 |
| | 4 |
|
| Various individually insignificant items | 1 |
| | 1 |
| 4 |
| | 2 |
|
| Total change | 2 | % | | 2 | % | 19 | % | | 15 | % |
General and Administrative
General and administrative expenses consist primarily of compensation and benefit expenses, travel expenses and related facilities costs for our finance, facilities, human resources, legal, information services and executive personnel. General and administrative expenses also include outside legal and accounting fees, provision for bad debts, expenses associated with computer equipment and software used in the administration of the business, charitable contributions and various forms of insurance.
The fluctuations in generalGeneral and administrative expenses areincreased due to the following:
|
| | | | | |
| | % Change 2015-2014 | | % Change
2014-2013 |
| Compensation and related benefits associated with headcount | 3 | % | | — | % |
| Compensation associated with cash and stock-based incentives | (3 | ) | | 3 |
|
| Professional and consulting fees | 1 |
| | (2 | ) |
| Loss contingency | (4 | ) | | 2 |
|
| Various individually insignificant items | 1 |
| | 1 |
|
| Total change | (2 | )% | | 4 | % |
|
| | | | | |
| | % Change
2018-2017 | | % Change
2017-2016 |
| Professional and consulting fees | 10 | % | | 1 | % |
| Base compensation and related benefits associated with headcount | 2 |
| | 2 |
|
| Incentive compensation, cash and stock-based | 5 |
| | 3 |
|
| Facilities and telecom | 2 |
| | 2 |
|
| Total change | 19 | % | | 8 | % |
RestructuringMagento and Other Charges
During the past several years, we have initiated various restructuring plans consistingMarketo both of reductionswhich closed in workforce and the consolidation of facilities to better align our resources around our business strategies. As of November 27, 2015, we considered all our restructuring plans to be substantially complete. We continue to make cash outlays to settle obligations under these plans, however the current impact to our Consolidated Financial Statements is not material.
During fiscal 2015, we recorded immaterial credits and charges to our restructuring plans.
During fiscal 2014, in connection with our Fiscal 2014 Restructuring Plan, we recorded $19.4 million associated with termination benefits and closing redundant facilities. In connection with our Other Restructuring Plans, we recorded insignificant charges associated with closing redundant facilities.
During fiscal 2013, we sold land, building and other assets located in Waltham, Massachusetts for net proceeds of $24.3 million. Because the total carrying amount of these assets was $47.4 million at the time it was classified as held for sale, we recorded a write-down of $23.1 million during fiscal 2013.
Also during fiscal 2013, in connection with our Fiscal 2011 Restructuring Plan and Other Restructuring Plans, we recorded immaterial charges and credits associated with termination benefits and closing redundant facilities during the fiscal year.
Amortization of Purchased Intangibles
During the last several years, we have completed a number of business combinations and asset acquisitions. As a result of these acquisitions, we purchased intangible assets that are being amortized over their estimated useful lives ranging from one to fourteen years.
Amortization expense increased during fiscal 20152018 as compared to fiscal 20142017. The increase was primarily due to amortization of intangible assets purchased through our acquisitions of Magento and Marketo in the third and fourth quarter of fiscal 2018, respectively, and partially offset by certain fully amortized acquired intangible assets from previous acquisitions. We expect that intangible assets purchased through our acquisitions of Magento and Marketo will continue to increase our amortization expense in future periods.
Amortization expense remained relatively consistent during fiscal 2017 as compared to fiscal 2016. The decreases associated with certain fully amortized acquired intangible assets from previous acquisitions were offset by increases associated with intangible assets purchased through our acquisition of FotoliaTubeMogul in fiscal 2015, partially offset by the decrease in amortization expense associated with certain intangible assets purchased through our acquisition of Efficient Frontier and Day Software Holding AG that were fully amortized at the endfirst quarter of fiscal 2014.2017.
Amortization expense remained stable during fiscal 2014 as compared to fiscal 2013.
Non-Operating Income (Expense), Net (dollars in millions)
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change 2015-2014 | | % Change 2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Interest and other income (expense), net | | $ | 33.9 |
| | $ | 7.3 |
| | $ | 4.9 |
| | * |
| | 49 | % | | $ | 39.5 |
| | $ | 36.4 |
| | $ | 13.5 |
| | 9 | % | | 170 | % |
| Percentage of total revenue | | ** |
| | ** |
| | ** |
| | | | | | ** |
| | ** |
| | ** |
| | | | |
| Interest expense | | (64.2 | ) | | (59.7 | ) | | (67.5 | ) | | 8 | % | | (12 | )% | | (89.2 | ) | | (74.4 | ) | | (70.4 | ) | | 20 | % | | 6 | % |
| Percentage of total revenue | | (1 | )% | | (1 | )% | | (2 | )% | | | | | | (1 | )% | | (1 | )% | | (1 | )% | | | | |
| Investment gains (losses), net | | 1.0 |
| | 1.1 |
| | (4.0 | ) | | * |
| | * |
| | 3.2 |
| | 7.5 |
| | (1.6 | ) | | * |
| | * |
|
| Percentage of total revenue | | ** |
| | ** |
| | ** |
| | | | | | ** |
| | ** |
| | ** |
| | | | |
| Total non-operating income (expense), net | | $ | (29.3 | ) | | $ | (51.3 | ) | | $ | (66.6 | ) | | (43 | )% | | (23 | )% | | $ | (46.5 | ) | | $ | (30.5 | ) | | $ | (58.5 | ) | | 52 | % | | (48 | )% |
_________________________________________
(*) Percentage is not meaningful.
(**) Percentage is less than 1%.
Interest and Other Income (Expense), Net
Interest and other income (expense), net consists primarily of interest earned on cash, cash equivalents and short-term fixed income investments. Interest and other income (expense), net also includes gains and losses on fixed income investments and foreign exchange gains and losses other than any gains recorded to revenue from our hedging programs.
Interest Expense
Interest expense primarily represents interest associated with our term loan, senior notes and interest rate swaps. In October 2018, we entered into a credit agreement providing for a $2.25 billion senior unsecured term loan for the purpose of partially funding the purchase price for our acquisition of Marketo. Interest on our Term Loan is payable periodically at the end of each interest period, whereas interest on our senior notes is payable semi-annually, in arrears, on February 1 and August 1. Floating interest payments on the interest rate swaps are paid monthly. The fixed-rate interest receivable on the swaps is received semi-annually concurrent with the senior notes interest payments.
Interest expense increased during fiscal 2015 as compared to fiscal 2014 primarily due to the increase in total debt, partially offset by the favorable impact of the interest rate swaps.
Interest expense increased during fiscal 2018 as compared to fiscal 2017 primarily due to higher short-term floating interest rates on interest rate swaps and higher average debt balances.
Investment Gains (Losses), Net
Investment gains (losses), net consists principally of realized gains or losses from the sale of marketable equity investments, other-than-temporary declines in the value of marketable and non-marketable equity securities and unrealized holding gains and losses associated with our deferred compensation plan assets (classifiedwhich are classified as trading securities)securities, and gains and losses associated with our direct and indirect investments in privately held companies.
During fiscal 2015, total investment gains (losses), net remained stable compared to fiscal 2014.
During fiscal 2014, total investment gains (losses), net increased to net gains primarily due to write-downs for other-than-temporary declines in value of our direct investments in privately held companies in fiscal 2013 that did not recur in fiscal 2014, offset in part by a decrease in net gains related to our trading securities.
Provision for Income Taxes (dollars in millions)
| | | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | | % Change 2015-2014 | | % Change 2014-2013 | | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 | | % Change
2018-2017 | | % Change
2017-2016 |
| Provision | | $ | 244.2 |
| | $ | 93.0 |
| | $ | 66.2 |
| | 163 | % | | 40 | % | | $ | 203.1 |
| | $ | 443.7 |
| | $ | 266.4 |
| | (54 | )% | | 67 | % |
| Percentage of total revenue | | 5 | % | | 2 | % | | 2 | % | | | | | | 2 | % | | 6 | % | | 5 | % | | | | |
| Effective tax rate | | 28 | % | | 26 | % | | 19 | % | | | | | | 7 | % | | 21 | % | | 19 | % | | | | |
Our effective tax rate decreased by approximately 14 percentage points during fiscal 2018 as compared to fiscal 2017. The lower effective tax rate was primarily due to the effects of the Tax Act enacted on December 22, 2017 and a change to our corporate tax structure from which we serve our foreign customers that provided us the ability to deduct more expenses against our earnings in the U.S.
Our effective tax rate increased by approximately two percentage points during fiscal 20152017 as compared to fiscal 2014.2016. The increase was primarily duepartially related to a one-time tax costscost associated with licensing acquired company assets to Adobe’sour trading companies. The increase was partiallysubsidiaries, offset in part by the recognition of excess tax benefits due to our adoption of new accounting guidance related to
stock-based compensation and the completion of certain income tax examinations. In addition to the reinstatement ofabove noted items, the federal research and development tax credit in December 2014. The reinstatement of the credit was retroactive to January 1, 2014.
Our effective tax rate increased by approximately seven percentage points during fiscal 2014 as compared to fiscal 2013. The increase was primarily due to the expiration of the federal research and development tax credit in December 2013 and stronger domestic profits for fiscal 2014.
In December 2015, the United States Congress passed the permanent extension of the federal research and development tax credit. As a result, we expect that our income tax provision for the first quarter of fiscal 2016 will include a discrete tax benefit for the 2015 credit which will reduce our effective tax rate for fiscal 2016 included tax benefits recognized as a result of the quartercompletion of certain income tax examinations, and to a lesser extent, a one-time tax benefit related to the retroactive reinstatement of the fiscal 2015 U.S. Research and Development credit.
The above noted Tax Act transitions the U.S. tax system to a new territorial system and lowers the statutory corporate tax rate from 35% to 21%. Reduction of the statutory federal corporate tax rate to 21% became effective annualon January 1, 2018. In fiscal 2018, our statutory federal corporate tax rate.rate is a blended rate of 22.2%, which will be reduced to 21% in fiscal 2019 and thereafter.
During fiscal 2018, we recorded tax charges for the impact of the Tax Act effects using the current available information and technical guidance on the interpretations of the Tax Act. As permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, we recorded provisional estimates and have subsequently finalized our accounting analysis based on the guidance, interpretations, and data available as of November 30, 2018. Adjustments made in the fourth quarter of fiscal 2018 upon finalization of our accounting analysis were not material to our Consolidated Financial Statements.
As a result of the reduction in the federal corporate tax rate, we remeasured our deferred taxes and recorded a tax charge of $10 million based on the tax rate that is expected to apply when such deferred taxes are settled or realized in future periods. To calculate the remeasurement of deferred taxes, we estimated when the existing deferred taxes will be settled or realized.
As part of the adoption of a new territorial tax system we recorded a transition tax expense of $176 million on deferred foreign earnings, long-term income taxes payable of $504 million, other tax liabilities of $19 million, and a reduction in our deferred tax liabilities of $347 million. We intend to elect to pay the federal transition tax over a period of eight years as permitted by the Tax Act. As a result, we reclassified $40 million from long-term income taxes payable to short-term income taxes payable for the first installment payment due in fiscal 2019.
We are a United States-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. A significant portion of our foreign earnings for the current fiscal year were earned by our Irish subsidiaries. In addition to providing for U.S.As part of the adoption of a territorial tax system, the Tax Act also provides an exemption from federal income taxes onfor distributions from foreign subsidiaries made after December 31, 2017 that were not subject to the one-time transition tax. As we repatriate the undistributed earnings of our foreign subsidiaries for use in the U.S., the earnings from the United States, we provide for U.S. income taxes on the earnings ofour foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the United States. While we dowill generally not anticipate changing our intention regarding permanently reinvested earnings, if certain foreign earnings previously treated as permanently reinvested are repatriated, the relatedbe subject to U.S. tax liability may be reduced by any foreign income taxes paid on these earnings. Currently, there are a significant amount of foreign earnings upon which U.S. income taxes have not been provided. federal tax.
Accounting for Uncertainty in Income Taxes
The gross liabilityliabilities for unrecognized tax benefits at November 27, 2015 was $258.7 million, exclusive ofexcluding interest and penalties.penalties were $196.2 million, $172.9 million and $178.4 million for fiscal 2018, 2017 and 2016, respectively. If the total unrecognized tax benefits at November 27, 201530, 2018, December 1, 2017 and December 2, 2016 were recognized, in the future, $220.2$145.2 million, of unrecognized tax benefits$135.0 million and $144.5 million would decrease the respective effective tax rate,rates, which iswere net of an estimated $38.5$51.0 million, $37.9 million, and $33.9 million federal benefitbenefits related to deducting certain payments on future federal and state tax returns.returns for fiscal 2018, 2017, and 2016, respectively.
As of November 27, 2015, theThe combined amount of accrued interest and penalties related to tax positions taken on our tax returns waswere approximately $27.8 million. This amount is$24.6 million and $23.6 million for fiscal 2018 and 2017, respectively. These amounts were included in non-currentlong-term income taxes payable.payable in their respective years.
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 currentshort-term and non-currentlong-term assets, liabilities and liabilities.income taxes payable. 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. Given the uncertainties described above, we can only determine a range of estimated potential decreaseseffect in underlying unrecognized tax benefits ranging from $0 to approximately $10$45 million.
LIQUIDITY AND CAPITAL RESOURCES
This data should be read in conjunction with our Consolidated Statements of Cash Flows. | | | | As of | As of |
| (in millions) | November 27, 2015 | | November 28, 2014 | November 30, 2018 | | December 1, 2017 |
| Cash and cash equivalents | $ | 876.6 |
| | $ | 1,117.4 |
| $ | 1,642.8 |
| | $ | 2,306.1 |
|
| Short-term investments | $ | 3,111.5 |
| | $ | 2,622.1 |
| $ | 1,586.2 |
| | $ | 3,513.7 |
|
| Working capital | $ | 2,608.3 |
| | $ | 2,107.9 |
| $ | 555.9 |
| | $ | 3,720.4 |
|
| Stockholders’ equity | $ | 7,001.6 |
| | $ | 6,775.9 |
| $ | 9,362.1 |
| | $ | 8,459.9 |
|
A summary of our cash flows is as follows: | | | (in millions) | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 |
| Net cash provided by operating activities | $ | 1,469.5 |
| | $ | 1,287.5 |
| | $ | 1,151.7 |
| $ | 4,029.3 |
| | $ | 2,912.9 |
| | $ | 2,199.7 |
|
| Net cash used for investing activities | (1,488.4 | ) | | (490.7 | ) | | (1,177.8 | ) | (4,685.3 | ) | | (442.9 | ) | | (960.0 | ) |
| Net cash used for financing activities | (200.7 | ) | | (507.3 | ) | | (559.1 | ) | (5.6 | ) | | (1,183.7 | ) | | (1,090.7 | ) |
| Effect of foreign currency exchange rates on cash and cash equivalents | (21.2 | ) | | (6.7 | ) | | (5.2 | ) | (1.7 | ) | | 8.5 |
| | (14.2 | ) |
| Net increase (decrease) in cash and cash equivalents | $ | (240.8 | ) | | $ | 282.8 |
| | $ | (590.4 | ) | $ | (663.3 | ) | | $ | 1,294.8 |
| | $ | 134.8 |
|
Our primary source of cash is receipts from revenue.revenue and, to a lesser extent, proceeds from participation in the employee stock purchase plan. The primary uses of cash are payroll relatedour stock repurchase program as described below, payroll-related expenses, general operating expenses including marketing, travel and office rent, and cost of revenue. Other sources of cash are proceeds from the exercise of employee options and participation in the employee stock purchase plan. Other uses of cash include our stock repurchase program, which is described below, business acquisitions and purchases of property and equipment.
Cash Flows from Operating Activities
For fiscal 2015,2018, net cash provided by operating activities of $1.47$4.03 billion was primarily comprised of net income plus the net effect of non-cash items.items, including adjustments to deferred income taxes related to the Tax Act. The primary working capital sources of cash were net income coupled with increases in deferred revenue, incometo taxes payable and trade payables. The increase in deferred revenue is primarily due to increased subscriptions for our team, individual and enterprise Creative Cloud offerings and increases in Digital Marketing hosted services.revenue. The increase in income taxes payable iswas primarily driven by the one-time transition tax recorded pursuant to the Tax Act. The increase in deferred revenue was principally due to higher taxable income levels during fiscal 2015. Trade payables increased primarily due to the timingincreases in Digital Media site and term licenses and from our acquisition of payments to web services vendors as certain invoices were receivedMagento and Marketo in the final weeksthird and fourth quarters of fiscal 2015.2018, respectively. The primary working capital usesuse of cash werewas the increase in prepaid expenses driven by the timing of billings and payments of maintenance and support services associated with our licensed technologies and increases in trade receivables which were principally due to higher revenue levels.prepaid insurance.
For fiscal 2014,2017, net cash provided by operating activities of $1.29$2.91 billion was primarily comprised of net income plus the net effect of non-cash items. The primary working capital sources of cash were net income coupled with increases in deferred revenue and accrued expenses. The increase in deferred revenue was primarily due to increased subscription and ETLA activitysubscriptions for our individual, team and enterprise Creative Cloud offerings and increases in Digital MarketingExperience hosted services. The increase in accrued expenses is primarily due to the increase in accruals for compensation costs and Digital Publishing hosted services, offsetemployee benefits driven by headcount growth, and increased accrued media costs associated with our Advertising Cloud offerings, including TubeMogul. The primary working capital uses of cash were increases in trade receivables, payments of trade payables assumed as part by decreasesof the TubeMogul acquisition, and a decrease in billings for our maintenance and Creative product software upgrade plans which we discontinued in January 2013. Accrued expensesincome taxes payable. Trade receivables increased primarily due to accruals for contract terminationsrevenue linearity, higher revenue levels, and employee transition payments associated with business realignment initiatives implementedincreased media receivables attributable to TubeMogul. Income taxes payable decreased primarily due to taxes paid in excess of the fourth quarter of fiscal 2014.tax provision increase.
For fiscal 2013,2016, net cash provided by operating activities of $1.15$2.20 billion was primarily comprised of net income plus the net effect of non-cash items. The primary working capital sources of cash were net income coupled with increases in deferred revenue and accrued expenses and decreasesexpenses. The increase in trade receivables. Deferreddeferred revenue increasedwas primarily due to increased subscription and ETLA activitysubscriptions for our Creative Cloud offeringofferings and increases in Digital MarketingExperience hosted services, offsetservices. The increase in part by decreases in billings for our maintenance and Creative product software upgrade plans which were discontinued in January 2013. Accruedaccrued expenses increasedis primarily due to amounts due under our fiscal 2013 annual incentive planthe increase in accruals for compensation costs and sales commission accruals associated with higher achievement levels. Trade receivables declined primarily due to lower perpetual license revenue levels and improved collections compared toemployee benefits driven by the fourth quarter of fiscal 2012.
increase in headcount. The primary working capital uses of cash for fiscal 2013 were decreases in taxes payable and increases in trade receivables, prepaid expenses and other assets. Thecurrent assets, and a decrease in income taxes payable was largely attributedpayable. Trade receivables increased primarily due to tax payments made combined with audit settlement adjustments, offset in part by tax expense and other adjustments during fiscal 2013.higher revenue levels. Prepaid expenses and other current assets increased primarily due to increases in short-term incomeadvanced tax receivables related to the carryback of federal research and development and foreign tax creditspayments made in the fourth quarter of fiscal 2013.
Cash Flows from Investing Activities
For fiscal 2015,2018, net cash used for investing activities of $1.49$4.69 billion was primarily due to our acquisitions of Magento and Marketo during the third and fourth quarter of fiscal 2018, respectively. Other uses of cash included purchases of property and equipment and short-term investments. These cash outflows were offset in part by proceeds from sales and maturities of short-term investments.
For fiscal 2017, net cash used for investing activities of $442.9 million was primarily due to purchases of short-term investments and our acquisition of
Fotolia.TubeMogul. Other uses of cash
during fiscal 2015 representedincluded purchases of property and equipment,
including the Almaden Tower and long-term investments and other assets. These cash outflows were offset in part by sales and maturities of short-term
investments and proceeds received from the sale of certain property assets. See Note 2 and Note 6 of our Consolidated Financial Statements for more detailed information regarding our acquisition of Fotolia and sale of property assets, respectively.investments. For fiscal 2014,2016, net cash used for investing activities of $490.7$960.0 million was primarily due to purchases of short-term investments,investments. Other uses of cash represented purchases of property and equipment, purchases of long-term investments and a businessother assets, and an immaterial acquisition. These cash outflows were offset in part by sales and maturities of short-term investments.
Cash Flows from Financing Activities
In January 2015, we issued $1For fiscal 2018, net cash used for financing activities was $5.6 million. Primary uses of cash were payments made for our treasury stock repurchases and taxes related to net share settlement of equity awards. These were offset by the proceeds of our $2.25 billion senior unsecured term loan (the “Term Loan”) which partially funded our acquisition of 3.25% senior notes due February 1, 2025 (the “2025 Notes”). Our proceedsMarketo. Funds were approximately $989.3 million which isreceived net of an issuance discount of $10.7 million. The 2025 Notes rank equally with our other unsecured and unsubordinated indebtedness. In addition, we incurred issuance costs of $7.9 million in connection with our 2025 Notes. Both the discount and issuance costs are being amortized to interest expense over the termon October 31, 2018 upon closing of the 2025 Notes usingacquisition. The Term Loan will mature 18 months following the effective interest method.initial funding date.
In addition to the 2025 Notes issuance and 2015 Notes repayment, other financing activities during fiscal 2015 includeof $1.18 billion was primarily due to payments for our treasury stock repurchases and costs associated with the issuance of treasury stock, offset in part by proceeds from the issuance of treasury stock and excess tax benefits from stock-based compensation.stock.
For fiscal 2014 and 2013,2016, net cash used for financing activities of $507.3 million and $559.1 million, respectively,$1.09 billion was primarily due to payments for our treasury stock repurchases and costs associated with the issuance of treasury stock, offset in part by proceeds from the issuance of treasury stock and excess tax benefits from stock-based compensation.
We expect to continue our investing activities, including short-term and long-term investments, venture capital, facilities expansion and purchases of computer systems for research and development, sales and marketing, product support and administrative staff. Furthermore, cash reserves may be used to repurchase stock under our stock repurchase program and to strategically acquire companies, products or technologies that are complementary to our business.
Restructuring
During the past several years, we have initiated various restructuring plans. We consider our restructuring plans to be substantially complete.
As of November 27, 2015, we have accrued total restructuring charges of $4.7 million, substantially all of which relate to the cost of closing redundant facilities and is expected to be paid under contract through fiscal 2021 for which approximately 75% will be paid through fiscal 2017. During fiscal 2015, we made payments related to our restructuring plans totaling $18.2 million which consisted of $16.6 million in payments associated with termination benefits and contract terminations and the remaining payments related to the closing of redundant facilities.
As of November 28, 2014, we had accrued total restructuring charges of $22.3 million of which approximately $15.0 million related to termination benefits and contract terminations. The remaining accrued restructuring charges of $7.3 million related to the cost of closing redundant facilities. During fiscal 2014, we made payments related to our restructuring plans totaling $11.0
million which consisted of $5.7 million and $5.3 million in payments related to termination benefits and contract terminations and the closing of redundant facilities, respectively.
As of November 29, 2013, we had accrued total restructuring charges of $13.9 million of which approximately $11.7 million
related to the cost of closing redundant facilities. The remaining accrued restructuring charges of $2.2 million related to the cost of termination benefits and contract terminations. During fiscal 2013, we made payments related to our restructuring plans totaling $10.3 million which primarily consisted of $9.0 million in payments related to the closing of redundant facilities.
We believe that our existing cash and cash equivalents, short-term investments and cash generated from operations will be sufficient to meet cash outlays for the restructuring actions described above.
Other Liquidity and Capital Resources Considerations
Our existing cash, cash equivalents and investment balances may fluctuate during fiscal 20162019 due to changes in our planned cash outlay, including changes in incremental costs such as direct and integration costs related to our acquisitions. Our cash and investments totaled $3.99 billion as of November 27, 2015. Of this amount, approximately 85% was held by our foreign subsidiaries and subject to material repatriation tax effects. Our intent is to permanently reinvest a significant portion of our earnings from foreign operations, and current plans do not anticipate that we will need funds generated from foreign operations to fund our domestic operations. In the event funds from foreign operations are needed to fund operations in the United States and if U.S. tax has not already been previously provided, we would provide for and pay additional U.S. taxes in connection with repatriating these funds.
Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the risks detailed in Part I, Item 1A titled “Risk Factors”.Factors.” However, based on our current business plan and revenue prospects, we believe that our existing cash, cash equivalents and investment balances, our anticipated cash flows from operations and our available credit facility will be sufficient to meet our working capital and operating resource expenditure requirements for the next twelve months.
On March 2, 2012,October 17, 2018, we entered into a credit agreement (the “Revolving Credit Agreement”) with a syndicate of lenders, providing for a five-year $1 billion senior unsecured revolving credit facility, which replaces our previous five-year $1 billion senior unsecured revolving credit agreement (the “Credit Agreement”), providingdated as of March 2, 2012. The new credit agreement continues to provide for loans to us and certain of our subsidiaries. On March 1, 2013, we exercised our option under the Credit Agreement to extend the maturity date of the Credit Agreement by one year to March 2, 2018. On July 27, 2015, we entered into an amendment to further extend the maturity date of the Credit Agreement to July 27, 2020 and reallocated the facility among the syndicate of lenders that are parties to the Credit Agreement.subsidiaries through October 17, 2023. As of November 27, 2015,30, 2018, there were no outstanding borrowings under this Credit Agreementcredit agreement and the entire $1 billion credit line remains available for borrowing.
As of November 27, 2015,30, 2018, we have a $2.25 billion Term Loan outstanding due April 30, 2020. As of November 30, 2018, the amount outstanding under our senior notes was $1.9 billion, consisting of $900 million of 4.75% senior notes due February 1, 2020 (the “2020 Notes”) and $1 billion of 3.25% senior notes due February 1, 2025 (together(the “2025 Notes,” and together with the 2020 Notes, the “Notes”). The Notes and Term Loan rank equally with our other unsecured and unsubordinated indebtedness.
Our short-term investment portfolio is primarily invested in corporate bonds and commercial paper, U.S. agencydebt securities, and U.S. Treasury securities, foreign government securities, municipal securities and asset-backed securities.Wesecurities. We use professional investment management firms to manage a large portion of our invested cash. External investment firms managed, on average, 57% of our consolidated invested balances during fiscal 2015.
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 shares in the open market or enter into structured repurchase agreements with third parties. In the first quarter of fiscal 2015, the January 2017, our Board of Directors approved a new stock repurchase program granting the Companyus authority to repurchase up to $2$2.5 billion in common stock through the end of fiscal 2017.2019. In May 2018, our Board of Directors granted us additional authority to repurchase up to $8.0 billion in common stock through the end of fiscal 2021.
During fiscal 2015, 20142018, 2017 and 2013,2016, we entered into several structured stock repurchase agreements with large financial institutions, whereupon we provided them with prepayments totaling $625 million, $600 million$2.05 billion, $1.10 billion, and $1.1$1.08 billion, respectively. Of the $625 million in prepayments made during fiscal 2015, $425 million were under the new $2 billion stock repurchase program and the remaining $200 million were under the previous $2 billion authority. The $600 million and $1.1 billion in prepayments made during fiscal 2014 and 2013 were under the previous $2 billion stock repurchase authority. We enter into these agreements in order to take advantage of repurchasing shares at a guaranteed discount to the Volume Weighted Average Price (“VWAP”) of our common stock over a specified period of time. We only enter into such transactions when the discount that we receive is higher than our estimate of the expected foregone return on our cash prepayments to the financial institutions. There were no explicit commissions
or fees on these structured repurchases. Under the terms of the agreements, there is no requirement for the financial institutions to return any portion of the prepayment to us.
The financial institutions agree to deliver shares to us at monthly intervals during the contract term. The parameters used to calculate the number of shares deliverable are: the total notional amount of the contract, the number of trading days in the contract, the number of trading days in the interval and the average VWAP of our stock during the interval less the agreed upon discount. During fiscal 2015, we repurchased approximately 8.1 million shares at an average price
The following is a summary of $77.38 through structured repurchase agreements entered intoour stock repurchases executed with large financial institutions during fiscal 20152018, 2017 and fiscal 2014. During fiscal 2014, we repurchased approximately 10.9 million shares at an2016 (in thousands, except average price of $63.48 through structured repurchase agreements entered into during fiscal 2014 and fiscal 2013. During fiscal 2013, we repurchased approximately 21.6 million shares at an average price per share of $46.47 through structured repurchase agreements entered into during fiscal 2013 and fiscal 2012.amounts):
|
| | | | | | | | | | | | | | | | | | | | | | | |
Board Approval Date | | Repurchases Under the Plan | | 2018 | | 2017 | | 2016 |
| | | Shares | | Average | | Shares | | Average | | Shares | | Average |
| January 2015 | | Structured repurchases | | — |
| | $ | — |
| | 4,263 |
| | $ | 118.00 |
| | 10,428 |
| | $ | 97.16 |
|
| January 2017 | | Structured repurchases | | 8,686 |
| | $ | 230.43 |
| | 3,923 |
| | $ | 151.80 |
| | — |
| | $ | — |
|
| Total shares | | 8,686 |
| | $ | 230.43 |
| | 8,186 |
| | $ | 134.20 |
| | 10,428 |
| | $ | 97.16 |
|
| Total cost | | $2,001,500 | | $1,098,595 | | $1,013,131 |
For fiscal
2015, 20142018, 2017 and
2013,2016, the prepayments were classified as treasury stock on our Consolidated Balance Sheets at the payment date, though only shares physically delivered to us by November
27, 2015, November 28, 201430, 2018, December 1, 2017 and
November 29, 2013December 2, 2016 were excluded from the computation of earnings per share. As of November
27, 2015, $38.230, 2018, $150.0 million of prepayments
from our May 2018 authority remained under the agreement.
See Note 13 of our Notes to Consolidated Financial Statements for further discussion of our stock repurchase programs.Subsequent to November 27, 2015,30, 2018, as part of our $2the $8 billion stock repurchase program,authority, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $150$500 million. This amount will be classified as treasury stock on our Consolidated Balance Sheets. Upon completion of the $150$500 million stock repurchase agreement, $1.43$7.35 billion remains under our currentMay 2018 authority. As of November 30, 2018, there is no remaining balance under our January 2017 authority.
Summary of Stock Repurchases for Fiscal 2015, 2014 and 2013
(in thousands, except average amounts)
|
| | | | | | | | | | | | | | | | | | | | | | | |
Board Approval Date | | Repurchases Under the Plan | | 2015 | | 2014 | | 2013 |
| | | Shares | | Average | | Shares | | Average | | Shares | | Average |
| April 2012 | | Structured repurchases(1) | | 3,255 |
| | $ | 73.83 |
| | 10,852 |
| | $ | 63.48 |
| | 21,603 |
| | $ | 46.47 |
|
| January 2015 | | Structured repurchases(1) | | 4,849 |
| | $ | 79.76 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Total shares | | | | 8,104 |
| | $ | 77.38 |
| | 10,852 |
| | $ | 63.48 |
| | 21,603 |
| | $ | 46.47 |
|
| Total cost | | | | $627,082 | | $688,902 | | $1,003,794 |
_________________________________________
| |
(1)
| Stock repurchase agreements executed with large financial institutions. See Stock Repurchase Program above.
|
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Transition Taxes Liability
As a result of the Tax Act enacted on December 22, 2017, all historical undistributed foreign subsidiary earnings were subject to a mandatory one-time transition tax. During fiscal 2018, we recorded a transition tax liability of $504 million and other tax liabilities, including state, of $6 million. Under an election of the Tax Act, the transition tax is payable over eight years beginning in fiscal 2019, with 8% due in each of the first five years, 15% in year six, 20% in year seven, and 25% in year eight. As we repatriate the undistributed earnings of our foreign subsidiaries for use in the U.S., the earnings from our foreign subsidiaries will generally not be subject to U.S. federal tax. We continuously evaluate the future cash needs of our global operations to determine the amount of foreign earnings that is not necessary to be permanently reinvested in our foreign subsidiaries.
Contractual Obligations
The following table summarizes our contractual obligations as of November 27, 201530, 2018 (in millions):
| | | | | Payment Due by Period | | Payment Due by Period |
| | | Total | | Less than 1 year | | 1-3 years | | 3-5 years | | More than 5 years | | Total | | Less than 1 year | | 1-3 years | | 3-5 years | | More than 5 years |
| Notes | | $ | 2,401.1 |
| | $ | 75.3 |
| | $ | 150.5 |
| | $ | 1,029.1 |
| | $ | 1,146.2 |
| |
| Notes and Term Loan, including interest | | | $ | 4,538.5 |
| | $ | 153.3 |
| | $ | 3,271.2 |
| | $ | 65.0 |
| | $ | 1,049.0 |
|
| Operating lease obligations | | 185.2 |
| | 39.5 |
| | 57.1 |
| | 43.2 |
| | 45.4 |
| | 666.5 |
| | 79.4 |
| | 156.1 |
| | 119.1 |
| | 311.9 |
|
| Purchase obligations | | 419.8 |
| | 341.3 |
| | 74.6 |
| | 3.9 |
| | — |
| | 733.8 |
| | 346.3 |
| | 335.3 |
| | 48.2 |
| | 4.0 |
|
| Total | | $ | 3,006.1 |
| | $ | 456.1 |
| | $ | 282.2 |
| | $ | 1,076.2 |
| | $ | 1,191.6 |
| | $ | 5,938.8 |
| | $ | 579.0 |
| | $ | 3,762.6 |
| | $ | 232.3 |
| | $ | 1,364.9 |
|
Term Loan
As of November 30, 2018, our Term Loan’s carrying value was $2.25 billion. At our election, the Term Loan will bear interest at either (i) the London Interbank Offered Rate (“LIBOR”) plus a margin, based on our debt ratings, ranging from 0.500% to 1.000% or (ii) a base rate plus a margin, based on our debt ratings, ranging from 0.040% to 0.110%. Interest is payable periodically, in arrears, at the end of each interest period we elect. Based on the LIBOR rate at November 30, 2018, our estimated maximum commitment for interest payments was $112.8 million for the remaining duration of the Term Loan.
Senior Notes
In January 2015, we issued the 2025 Notes and settled the 2015 Notes. As of November 27, 2015,30, 2018, our outstanding notesNotes payable consistsconsist of the 2020 Notes and 2025 Notes with a total carrying value of $1.91$1.88 billion. Interest on our Notes is payable semi-annually, in arrears on February 1 and August 1. At November 27, 2015,30, 2018, our
maximum commitment for interest payments under the Notes was $501.1$275.4 million for the remaining duration of our Notes. In June 2014, we entered into interest rate swaps that effectively converted the fixed interest rate on our 2020 Notes to a floating interest rate based on the London Interbank Offered Rate (“LIBOR”)LIBOR plus a fixed number of basis points through February 1, 2020.
Covenants
Our credit facilityTerm Loan and Almaden Tower leaseRevolving Credit Agreement contain asimilar financial covenantcovenants requiring us not to exceed a maximum leverage ratio. As of November 27, 2015,30, 2018, we were in compliance with all of ourthe covenants. We believe these covenants will not impact our credit or cash in the coming fiscal year or restrict our ability to execute our business plan. Our Notes do not contain any financial covenants.
Under the terms of our credit agreementTerm Loan and lease agreements,Revolving Credit Agreement, we are not prohibited from paying cash dividends unless payment would trigger an event of default or if one currently exists. We do not anticipate paying any cash dividends in the foreseeable future.
Accounting for Uncertainty in Income Taxes
The timing of the resolution ofIncome Taxes above for our discussion on accounting for uncertainty in 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 current and non-current 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. Given the uncertainties described above, we can only determine a range of estimated potential decreases in underlying unrecognized tax benefits ranging from $0 to approximately $10 million. taxes.
Royalties
We have certain royalty commitments associated with the shipment and licensing of certain offerings and products. Royalty expense is generally based on a dollar amount per unit shippedsold, or a percentage of the underlying revenue.
Indemnifications
In the normal course of business, we provide indemnifications of varying scope to customers 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 directors and officers for certain events or occurrences while the director or officer is or was serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the director’s or officer’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 limits our exposure and enables us to recover a portion of any future amounts paid.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All market risk sensitive instruments were entered into for non-trading purposes.
Foreign Currency Risk
Foreign Currency Exposures and Hedging Instruments
In countries outside the United States, we transact business in U.S. Dollars and various other currencies, which subject us to exposure from movements in exchange rates. We may use foreign exchange purchased options or forward contracts to hedge our foreign currency revenue. Additionally, we hedge our net recognized foreign currency assets and liabilities with foreign exchange forward contracts. We hedge these exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates.
Our significant foreign currency revenue exposures for fiscal 20152018, 20142017 and 20132016 were as follows (in millions, except Japanese Yen):
| | | | Fiscal
2015 | | Fiscal
2014 | | Fiscal
2013 | Fiscal
2018 | | Fiscal
2017 | | Fiscal
2016 |
| Euro | € | 589.6 |
| | € | 455.5 |
| | € | 434.7 |
| € | 1,309.9 |
| | € | 1,044.7 |
| | € | 825.6 |
|
| Yen (in billions) | ¥ | 29.7 |
| | ¥ | 28 |
| | ¥ | 32.5 |
| |
| Japanese Yen (in billions) | | ¥ | 60.8 |
| | ¥ | 51.0 |
| | ¥ | 38.7 |
|
| British Pounds | £ | 192.0 |
| | £ | 159.1 |
| | £ | 145.3 |
| £ | 423.1 |
| | £ | 338.4 |
| | £ | 263.5 |
|
As of November 27, 2015,30, 2018, the total absolute value of all outstanding foreign exchange contracts, including options and forwards, was $661.0 million$1.55 billion, which included the notional equivalent of $318.5$805.0 million in Euros, $144.4$275.3 million in British Pounds, $118.7$331.8 million in Japanese Yen and $79.4$140.3 million in other foreign currencies. As of November 27, 2015,30, 2018, all contracts were set to expire at various dates through June 2016.2019. The bank counterparties in these contracts could expose us to credit-related losses whichthat would be largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair value of these contracts fluctuates from contractually established thresholds. In addition, we enter into master netting arrangements whichthat have the ability to further limit credit-related losses with the same counterparty by permitting net settlement transactions.
A sensitivity analysis was performed on all of our foreign exchange derivatives as of November 27, 2015.30, 2018. This sensitivity analysis measures the hypothetical market value resulting from a 10% shift in the value of exchange rates relative to the U.S. Dollar. For option contracts, the Black-Scholes option pricing model was used. A 10% increase in the value of the U.S. Dollar and a corresponding decrease in the value of the hedged foreign currency asset would lead to an increase in the fair value of our financial hedging instruments by $39.0$48.2 million. Conversely, a 10% decrease in the value of the U.S. Dollar would result in a decrease in the fair value of these financial instruments by $18.4$60.7 million.
As a general rule, we do not use foreign exchange contracts to hedge local currency denominated operating expenses in countries where a natural hedge exists. For example, in many countries, revenue in the local currencies substantially offsets the local currency denominated operating expenses.
We also have long-term investment exposures consisting of the capitalization and retained earnings in our non-U.S. Dollar functional currency foreign subsidiaries. As of November 27, 201530, 2018 and November 28, 2014,December 1, 2017, this long-term investment exposure
totaled an absolute notional equivalent of $61.9$292.3 million and $161.7$190.5 million, respectively.respectively, with the year-over-year increase primarily driven by earnings growth. At this time, we do not hedge these long-term investment exposures.
We do not use foreign exchange contracts for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of changes in foreign exchange rates. We regularly review our hedging program and assess the need to utilize financial instruments to hedge currency exposures on an ongoing basis.
Cash Flow Hedging—Hedges of Forecasted Foreign Currency Revenue
We may use foreign exchange purchased options or forward contracts to hedge foreign currency revenue denominated in Euros, British Pounds and Japanese Yen. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts, carried at fair value, may have maturities between one and twelve months. We enter into these foreign exchange contracts to hedge forecasted revenue in the normal course of business and accordingly, they are not speculative in nature.
We record changes in the intrinsic value of these cash flow hedges in accumulated other comprehensive income (loss) until the forecasted transaction occurs. When the forecasted transaction occurs, we reclassify the related gain or loss on the cash flow hedge to revenue. 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 interest and other income, net on our Consolidated Statements of Income at that time. For the fiscal year ended November 27, 2015,30, 2018, there were no net gains or losses recognized in other income relating to hedges of forecasted transactions that did not occur.
Balance Sheet Hedging—Hedging of Foreign Currency Assets and Liabilities
We hedge exposures related to our net recognized foreign currency 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 foreign currency exchange rates. These foreign exchange contracts are carried at fair value with changes in the fair value recorded as interest and other income, net. These foreign exchange contracts do not subject us to material balance sheet risk due to exchange rate movements because
gains and losses on these contracts are intended to offset gains and losses on the assets and liabilities being hedged. At November 27, 2015,30, 2018, the outstanding balance sheet hedging derivatives had maturities of 180 days or less.
Interest Rate Risk
Short-Term Investments and Fixed Income Securities
At November 27, 201530, 2018, we had debt securities classified as short-term investments of $3.1$1.59 billion. Changes in interest rates could adversely affect the market value of these investments. The following table separates these investments, based on stated maturities, to show the approximate exposure to interest rates (in millions):
| | | Due within one year | $ | 853.0 |
| $ | 612.1 |
|
| Due within two years | 1,202.6 |
| |
| Due within three years | 771.3 |
| |
| Due between one and two years | | 564.2 |
|
| Due between two and three years | | 282.2 |
|
| Due after three years | 284.6 |
| 127.7 |
|
| Total | $ | 3,111.5 |
| $ | 1,586.2 |
|
A sensitivity analysis was performed on our investment portfolio as of November 27, 201530, 2018. The analysis is based on an estimate of the hypothetical changes in market value of the portfolio that would result from an immediate parallel shift in the yield curve of various magnitudes.
The following tables present the hypothetical fair values of our debt securities classified as short-term investments assuming immediate parallel shifts in the yield curve of 50 basis points (“BPS”), 100 BPS and 150 BPS. The analysis is shown as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 (dollars in millions):
| | | -150 BPS | -150 BPS | | -100 BPS | | -50 BPS | | Fair Value 11/27/15 | | +50 BPS | | +100 BPS | | +150 BPS | -150 BPS | | -100 BPS | | -50 BPS | | Fair Value 11/30/18 | | +50 BPS | | +100 BPS | | +150 BPS |
| $ | 3,172.3 |
| | $ | 3,156.6 |
| | $ | 3,135.2 |
| | $ | 3,111.5 |
| | $ | 3,087.7 |
| | $ | 3,063.9 |
| | $ | 3,040.1 |
| 1,617.5 |
| | $ | 1,607.1 |
| | $ | 1,596.6 |
| | $ | 1,586.2 |
| | $ | 1,575.7 |
| | $ | 1,565.3 |
| | $ | 1,554.8 |
|
| -150 BPS | -150 BPS | | -100 BPS | | -50 BPS | | Fair Value 11/28/14 | | +50 BPS | | +100 BPS | | +150 BPS | -150 BPS | | -100 BPS | | -50 BPS | | Fair Value 12/1/17 | | +50 BPS | | +100 BPS | | +150 BPS |
| $ | 2,663.3 |
| | $ | 2,656.3 |
| | $ | 2,641.9 |
| | $ | 2,621.6 |
| | $ | 2,599.8 |
| | $ | 2,578.0 |
| | $ | 2,556.2 |
| 3,595.2 |
| | $ | 3,568.1 |
| | $ | 3,540.9 |
| | $ | 3,513.7 |
| | $ | 3,486.5 |
| | $ | 3,459.3 |
| | $ | 3,432.1 |
|
Term Loan
As of November 30, 2018, our Term Loan’s carrying value was $2.25 billion. At our election, the Term Loan will bear interest at either (i) LIBOR plus a margin, based on our debt ratings, ranging from 0.500% to 1.000% or (ii) a base rate plus a margin, based on our debt ratings, ranging from 0.040% to 0.110%. Interest is payable periodically, in arrears, at the end of each interest period we elect. An immediate hypothetical 50 basis points increase or decrease in market interest rates would not have a significant impact on our results of operations.
Senior Notes
As of November 27, 2015,30, 2018, the amount outstanding under our senior notesNotes was $1.9 billion. In June 2014, we entered into interest rate swaps that effectively converted the fixed interest rate on our 2020 Notes to a floating interest rate based on the LIBOR plus a fixed number of basis points through February 1, 2020. Accordingly, our exposure to fluctuations in market interest rates is on the hedged fixed-rate debt of $900 million. An immediate hypothetical 50 basis points increase or decrease in market interest rates would not have a significant impact on our results of operations.
As of November 27, 2015,30, 2018, the total carrying amount of the Notes was $1.91$1.88 billion and the related fair value based on inactiveobservable market prices in less active markets was $1.97$1.89 billion.
Other Market Risk
Privately Held Long-Term Investments
The privately held companies in which we invest can still be considered in the start-up or development stages which are inherently risky. The technologies or products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of a substantial part of our initial investment in these companies. The evaluation of privately held companies is based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies. We have minimalimmaterial exposure on our long-term investments in privately held companies as these investments were insignificantnot significant as of November 27, 201530, 2018 and November 28, 2014.December 1, 2017.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 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.
ADOBE SYSTEMS INCORPORATEDINC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
| | | | November 27,
2015 | | November 28,
2014 | November 30,
2018 | | December 1,
2017 |
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | $ | 876,560 |
| | $ | 1,117,400 |
| $ | 1,642,775 |
| | $ | 2,306,072 |
|
| Short-term investments | 3,111,524 |
| | 2,622,091 |
| 1,586,187 |
| | 3,513,702 |
|
| Trade receivables, net of allowances for doubtful accounts of $7,293 and $7,867, respectively | 672,006 |
| | 591,800 |
| |
| Deferred income taxes | — |
| | 95,279 |
| |
| Trade receivables, net of allowances for doubtful accounts of $14,981 and $9,151, respectively | | 1,315,578 |
| | 1,217,968 |
|
| Prepaid expenses and other current assets | 161,802 |
| | 175,758 |
| 312,499 |
| | 210,071 |
|
| Total current assets | 4,821,892 |
| | 4,602,328 |
| 4,857,039 |
| | 7,247,813 |
|
| Property and equipment, net | 787,421 |
| | 785,123 |
| 1,075,072 |
| | 936,976 |
|
| Goodwill | 5,366,881 |
| | 4,721,962 |
| 10,581,048 |
| | 5,821,561 |
|
| Purchased and other intangibles, net | 510,007 |
| | 469,662 |
| 2,069,001 |
| | 385,658 |
|
| Investment in lease receivable | 80,439 |
| | 80,439 |
| |
| Other assets | 159,832 |
| | 126,315 |
| 186,522 |
| | 143,548 |
|
| Total assets | $ | 11,726,472 |
| | $ | 10,785,829 |
| $ | 18,768,682 |
| | $ | 14,535,556 |
|
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
| Current liabilities: | |
| | |
| |
| | |
|
| Trade payables | $ | 93,307 |
| | $ | 68,377 |
| $ | 186,258 |
| | $ | 113,538 |
|
| Accrued expenses | 678,364 |
| | 683,866 |
| 1,163,185 |
| | 993,773 |
|
| Debt and capital lease obligations | — |
| | 603,229 |
| |
| Accrued restructuring | 1,520 |
| | 17,120 |
| |
| Income taxes payable | 6,165 |
| | 23,920 |
| 35,709 |
| | 14,196 |
|
| Deferred revenue | 1,434,200 |
| | 1,097,923 |
| 2,915,974 |
| | 2,405,950 |
|
| Total current liabilities | 2,213,556 |
| | 2,494,435 |
| 4,301,126 |
| | 3,527,457 |
|
| Long-term liabilities: | |
| | |
| | | |
| Debt and capital lease obligations | 1,907,231 |
| | 911,086 |
| |
| Debt | | 4,124,800 |
| | 1,881,421 |
|
| Deferred revenue | 51,094 |
| | 57,401 |
| 137,630 |
| | 88,592 |
|
| Accrued restructuring | 3,214 |
| | 5,194 |
| |
| Income taxes payable | 256,129 |
| | 125,746 |
| 644,101 |
| | 173,088 |
|
| Deferred income taxes | 208,209 |
| | 342,315 |
| 46,702 |
| | 279,941 |
|
| Other liabilities | 85,459 |
| | 73,747 |
| 152,209 |
| | 125,188 |
|
| Total liabilities | 4,724,892 |
| | 4,009,924 |
| 9,406,568 |
| | 6,075,687 |
|
| | | | | | | |
| Commitments and contingencies |
|
| |
|
|
|
| |
|
|
| | | | | | | |
| Stockholders’ equity: | |
| | |
| |
| | |
|
| Preferred stock, $0.0001 par value; 2,000 shares authorized; none issued | — |
| | — |
| — |
| | — |
|
Common stock, $0.0001 par value; 900,000 shares authorized; 600,834 shares issued;
497,809 and 497,484 shares outstanding, respectively | 61 |
| | 61 |
| |
Common stock, $0.0001 par value; 900,000 shares authorized; 600,834 shares issued;
487,663 and 491,262 shares outstanding, respectively | | 61 |
| | 61 |
|
| Additional paid-in-capital | 4,184,883 |
| | 3,778,495 |
| 5,685,337 |
| | 5,082,195 |
|
| Retained earnings | 7,253,431 |
| | 6,924,294 |
| 11,815,597 |
| | 9,573,870 |
|
| Accumulated other comprehensive income (loss) | (169,080 | ) | | (8,094 | ) | (148,130 | ) | | (111,821 | ) |
| Treasury stock, at cost (103,025 and 103,350 shares, respectively), net of reissuances | (4,267,715 | ) | | (3,918,851 | ) | |
| Treasury stock, at cost (113,171 and 109,572 shares, respectively), net of reissuances | | (7,990,751 | ) | | (6,084,436 | ) |
| Total stockholders’ equity | 7,001,580 |
| | 6,775,905 |
| 9,362,114 |
| | 8,459,869 |
|
| Total liabilities and stockholders’ equity | $ | 11,726,472 |
| | $ | 10,785,829 |
| $ | 18,768,682 |
| | $ | 14,535,556 |
|
See accompanying Notes to Consolidated Financial Statements.
ADOBE SYSTEMS INCORPORATEDINC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
| | | | Years Ended | Years Ended |
| | November 27,
2015 | | November 28,
2014 | | November 29,
2013 | November 30,
2018 | | December 1,
2017 | | December 2,
2016 |
| Revenue: | | | | | | | | | | |
| Subscription | $ | 3,223,904 |
| | $ | 2,076,584 |
| | $ | 1,137,856 |
| $ | 7,922,152 |
| | $ | 6,133,869 |
| | $ | 4,584,833 |
|
| Product | 1,125,146 |
| | 1,627,803 |
| | 2,470,098 |
| 622,153 |
| | 706,767 |
| | 800,498 |
|
| Services and support | 446,461 |
| | 442,678 |
| | 447,286 |
| 485,703 |
| | 460,869 |
| | 469,099 |
|
| Total revenue | 4,795,511 |
| | 4,147,065 |
| | 4,055,240 |
| 9,030,008 |
| | 7,301,505 |
| | 5,854,430 |
|
Cost of revenue: | | | | | | | | | | |
| Subscription | 409,194 |
| | 335,432 |
| | 278,077 |
| 807,221 |
| | 623,048 |
| | 461,860 |
|
| Product | 90,035 |
| | 97,099 |
| | 138,154 |
| 46,009 |
| | 57,082 |
| | 68,917 |
|
| Services and support | 245,088 |
| | 189,549 |
| | 170,326 |
| 341,769 |
| | 330,361 |
| | 289,131 |
|
| Total cost of revenue | 744,317 |
| | 622,080 |
| | 586,557 |
| 1,194,999 |
| | 1,010,491 |
| | 819,908 |
|
Gross profit | 4,051,194 |
| | 3,524,985 |
| | 3,468,683 |
| 7,835,009 |
| | 6,291,014 |
| | 5,034,522 |
|
Operating expenses: | | | | | | | | | | |
| Research and development | 862,730 |
| | 844,353 |
| | 826,631 |
| 1,537,812 |
| | 1,224,059 |
| | 975,987 |
|
| Sales and marketing | 1,683,242 |
| | 1,652,308 |
| | 1,620,454 |
| 2,620,829 |
| | 2,197,592 |
| | 1,910,197 |
|
| General and administrative | 531,919 |
| | 543,332 |
| | 520,124 |
| 744,898 |
| | 624,706 |
| | 576,202 |
|
| Restructuring and other charges | 1,559 |
| | 19,883 |
| | 26,497 |
| |
| Amortization of purchased intangibles | 68,649 |
| | 52,424 |
| | 52,254 |
| 91,101 |
| | 76,562 |
| | 78,534 |
|
| Total operating expenses | 3,148,099 |
| | 3,112,300 |
| | 3,045,960 |
| 4,994,640 |
| | 4,122,919 |
| | 3,540,920 |
|
Operating income | 903,095 |
| | 412,685 |
| | 422,723 |
| 2,840,369 |
| | 2,168,095 |
| | 1,493,602 |
|
Non-operating income (expense): | | | | | | | | | | |
| Interest and other income (expense), net | 33,909 |
| | 7,267 |
| | 4,941 |
| 39,536 |
| | 36,395 |
| | 13,548 |
|
| Interest expense | (64,184 | ) | | (59,732 | ) | | (67,508 | ) | (89,242 | ) | | (74,402 | ) | | (70,442 | ) |
| Investment gains (losses), net | 961 |
| | 1,156 |
| | (4,015 | ) | 3,213 |
| | 7,553 |
| | (1,570 | ) |
| Total non-operating income (expense), net | (29,314 | ) | | (51,309 | ) | | (66,582 | ) | (46,493 | ) | | (30,454 | ) | | (58,464 | ) |
| Income before income taxes | 873,781 |
| | 361,376 |
| | 356,141 |
| 2,793,876 |
| | 2,137,641 |
| | 1,435,138 |
|
| Provision for income taxes | 244,230 |
| | 92,981 |
| | 66,156 |
| 203,102 |
| | 443,687 |
| | 266,356 |
|
| Net income | $ | 629,551 |
| | $ | 268,395 |
| | $ | 289,985 |
| $ | 2,590,774 |
| | $ | 1,693,954 |
| | $ | 1,168,782 |
|
| Basic net income per share | $ | 1.26 |
| | $ | 0.54 |
| | $ | 0.58 |
| $ | 5.28 |
| | $ | 3.43 |
| | $ | 2.35 |
|
| Shares used to compute basic net income per share | 498,764 |
| | 497,867 |
| | 501,372 |
| 490,564 |
| | 493,632 |
| | 498,345 |
|
| Diluted net income per share | $ | 1.24 |
| | $ | 0.53 |
| | $ | 0.56 |
| $ | 5.20 |
| | $ | 3.38 |
| | $ | 2.32 |
|
| Shares used to compute diluted net income per share | 507,164 |
| | 508,480 |
| | 513,476 |
| 497,843 |
| | 501,123 |
| | 504,299 |
|
See accompanying Notes to Consolidated Financial Statements.
ADOBE SYSTEMS INCORPORATEDINC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | Years Ended | Years Ended |
| | November 27,
2015 | | November 28,
2014 | | November 29,
2013 | November 30,
2018 | | December 1,
2017 | | December 2,
2016 |
| | Increase/(Decrease) | Increase/(Decrease) |
| Net income | $ | 629,551 |
| | $ | 268,395 |
| | $ | 289,985 |
| $ | 2,590,774 |
| | $ | 1,693,954 |
| | $ | 1,168,782 |
|
| Other comprehensive income (loss), net of taxes: | | | | | | | | | | |
| Available-for-sale securities: | | | | | | | | | | |
| Unrealized gains / losses on available-for-sale securities | (9,226 | ) | | 2,315 |
| | (2,185 | ) | (24,464 | ) | | (2,503 | ) | | (1,618 | ) |
| Reclassification adjustment for recognized gains / losses on available-for-sale securities | (2,955 | ) | | (3,928 | ) | | (3,013 | ) | 10,650 |
| | (947 | ) | | (1,895 | ) |
| Net increase (decrease) from available-for-sale securities | (12,181 | ) | | (1,613 | ) | | (5,198 | ) | (13,814 | ) | | (3,450 | ) | | (3,513 | ) |
| Derivatives designated as hedging instruments: | | | | | | | | | | |
| Unrealized gains / losses on derivative instruments | 29,795 |
| | 41,993 |
| | 34,677 |
| 74,080 |
| | 6,917 |
| | 35,199 |
|
| Reclassification adjustment for recognized gains / losses on derivative instruments | (55,535 | ) | | (18,705 | ) | | (35,914 | ) | (48,981 | ) | | (31,973 | ) | | (16,425 | ) |
| Net increase (decrease) from derivatives designated as hedging instruments | (25,740 | ) | | 23,288 |
| | (1,237 | ) | 25,099 |
| | (25,056 | ) | | 18,774 |
|
| Foreign currency translation adjustments | (123,065 | ) | | (75,872 | ) | | 21,826 |
| (47,594 | ) | | 90,287 |
| | (19,783 | ) |
| Other comprehensive income (loss), net of taxes | (160,986 | ) | | (54,197 | ) | | 15,391 |
| (36,309 | ) | | 61,781 |
| | (4,522 | ) |
| Total comprehensive income, net of taxes | $ | 468,565 |
| | $ | 214,198 |
| | $ | 305,376 |
| $ | 2,554,465 |
| | $ | 1,755,735 |
| | $ | 1,164,260 |
|
See accompanying Notes to Consolidated Financial Statements.
ADOBE SYSTEMS INCORPORATEDINC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
| | | | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | |
| | | Shares | | Amount | | Shares | | Amount | | Total | | Shares | | Amount | | Shares | | Amount | | Total |
| Balances at November 30, 2012 | | 600,834 |
| | $ | 61 |
| | $ | 3,038,665 |
| | $ | 7,003,003 |
| | $ | 30,712 |
| | (106,702 | ) | | $ | (3,407,259 | ) | | $ | 6,665,182 |
| |
| Balances at November 27, 2015 | | | 600,834 |
| | $ | 61 |
| | $ | 4,184,883 |
| | $ | 7,253,431 |
| | $ | (169,080 | ) | | (103,025 | ) | | $ | (4,267,715 | ) | | $ | 7,001,580 |
|
| Net income | | — |
| | — |
| | — |
| | 289,985 |
| | — |
| | — |
| | — |
| | 289,985 |
| | — |
| | — |
| | — |
| | 1,168,782 |
| | — |
| | — |
| | — |
| | 1,168,782 |
|
Other comprehensive income, net of taxes | | — |
| | — |
| | — |
| | — |
| | 15,391 |
| | — |
| | — |
| | 15,391 |
| |
| Other comprehensive income (losses), net of taxes | | | — |
| | — |
| | — |
| | — |
| | (4,522 | ) | | — |
| | — |
| | (4,522 | ) |
Re-issuance of treasury stock under stock compensation plans | | — |
| | — |
| | — |
| | (364,024 | ) | | — |
| | 23,732 |
| | 864,800 |
| | 500,776 |
| | — |
| | — |
| | 7,365 |
| | (307,696 | ) | | — |
| | 6,872 |
| | 209,628 |
| | (90,703 | ) |
Tax benefit from employee stock plans | | — |
| | — |
| | 25,290 |
| | — |
| | — |
| | — |
| | — |
| | 25,290 |
| | — |
| | — |
| | 75,102 |
| | — |
| | — |
| | — |
| | — |
| | 75,102 |
|
| Purchase of treasury stock | | | — |
| | — |
| | — |
| | — |
| | — |
| | (10,427 | ) | | (1,075,000 | ) | | (1,075,000 | ) |
| Stock-based compensation | | | — |
| | — |
| | 348,981 |
| | — |
| | — |
| | — |
| | — |
| | 348,981 |
|
Value of shares in deferred compensation plan | | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 615 |
| | 615 |
|
| Balances at December 2, 2016 | | | 600,834 |
| | $ | 61 |
| | $ | 4,616,331 |
| | $ | 8,114,517 |
| | $ | (173,602 | ) | | (106,580 | ) | | $ | (5,132,472 | ) | | $ | 7,424,835 |
|
| Net income | | | — |
| | — |
| | — |
| | 1,693,954 |
| | — |
| | — |
| | — |
| | 1,693,954 |
|
| Other comprehensive income (losses), net of taxes | | | — |
| | — |
| | — |
| | — |
| | 61,781 |
| | — |
| | — |
| | 61,781 |
|
Re-issuance of treasury stock under stock compensation plans | | | — |
| | — |
| | 1,768 |
| | (234,601 | ) | | — |
| | 5,194 |
| | 151,058 |
| | (81,775 | ) |
| Purchase of treasury stock | | — |
| | — |
| | — |
| | — |
| | — |
| | (21,603 | ) | | (1,100,000 | ) | | (1,100,000 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (8,186 | ) | | (1,100,000 | ) | | (1,100,000 | ) |
Equity awards assumed for acquisition | | — |
| | — |
| | 1,160 |
| | — |
| | — |
| | — |
| | — |
| | 1,160 |
| | — |
| | — |
| | 10,348 |
| | — |
| | — |
| | — |
| | — |
| | 10,348 |
|
| Stock-based compensation | | — |
| | — |
| | 327,581 |
| | — |
| | — |
| | — |
| | — |
| | 327,581 |
| | — |
| | — |
| | 453,748 |
| | — |
| | — |
| | — |
| | — |
| | 453,748 |
|
Value of shares in deferred compensation plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (731 | ) | | (731 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (3,022 | ) | | (3,022 | ) |
| Balances at November 29, 2013 | | 600,834 |
| | $ | 61 |
| | $ | 3,392,696 |
| | $ | 6,928,964 |
| | $ | 46,103 |
| | (104,573 | ) | | $ | (3,643,190 | ) | | $ | 6,724,634 |
| |
| Balances at December 1, 2017 | | | 600,834 |
| | $ | 61 |
| | $ | 5,082,195 |
| | $ | 9,573,870 |
| | $ | (111,821 | ) | | (109,572 | ) | | $ | (6,084,436 | ) | | $ | 8,459,869 |
|
| Net income | | — |
| | — |
| | — |
| | 268,395 |
| | — |
| | — |
| | — |
| | 268,395 |
| | — |
| | — |
| | — |
| | 2,590,774 |
| | — |
| | — |
| | — |
| | 2,590,774 |
|
Other comprehensive income, net of taxes | | — |
| | — |
| | — |
| | — |
| | (54,197 | ) | | — |
| | — |
| | (54,197 | ) | |
| Other comprehensive income (losses), net of taxes | | | — |
| | — |
| | — |
| | — |
| | (36,309 | ) | | — |
| | — |
| | (36,309 | ) |
Re-issuance of treasury stock under stock compensation plans | | — |
| | — |
| | — |
| | (273,065 | ) | | — |
| | 12,075 |
| | 327,231 |
| | 54,166 |
| | — |
| | — |
| | (1,125 | ) | | (348,729 | ) | | — |
| | 5,087 |
| | 147,651 |
| | (202,203 | ) |
Tax benefit from employee stock plans | | — |
| | — |
| | 53,225 |
| | — |
| | — |
| | — |
| | — |
| | 53,225 |
| |
| Purchase of treasury stock | | — |
| | — |
| | — |
| | — |
| | — |
| | (10,852 | ) | | (600,000 | ) | | (600,000 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (8,686 | ) | | (2,050,000 | ) | | (2,050,000 | ) |
Equity awards assumed for acquisition | | — |
| | — |
| | 21 |
| | — |
| | — |
| | — |
| | — |
| | 21 |
| | — |
| | — |
| | 2,784 |
| | — |
| | — |
| | — |
| | — |
| | 2,784 |
|
| Stock-based compensation | | — |
| | — |
| | 332,553 |
| | — |
| | — |
| | — |
| | — |
| | 332,553 |
| | — |
| | — |
| | 601,483 |
| | — |
| | — |
| | — |
| | — |
| | 601,483 |
|
Value of shares in deferred compensation plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,892 | ) | | (2,892 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (3,966 | ) | | (3,966 | ) |
| Balances at November 28, 2014 | | 600,834 |
| | $ | 61 |
| | $ | 3,778,495 |
| | $ | 6,924,294 |
| | $ | (8,094 | ) | | (103,350 | ) | | $ | (3,918,851 | ) | | $ | 6,775,905 |
| |
| Net income | | — |
| | — |
| | — |
| | 629,551 |
| | — |
| | — |
| | — |
| | 629,551 |
| |
Other comprehensive income, net of taxes | | — |
| | — |
| | — |
| | — |
| | (160,986 | ) | | — |
| | — |
| | (160,986 | ) | |
Re-issuance of treasury stock under stock compensation plans | | — |
| | — |
| | — |
| | (300,414 | ) | | — |
| | 8,429 |
| | 278,311 |
| | (22,103 | ) | |
Tax benefit from employee stock plans | | — |
| | — |
| | 68,133 |
| | — |
| | — |
| | — |
| | — |
| | 68,133 |
| |
| Purchase of treasury stock | | — |
| | — |
| | — |
| | — |
| | — |
| | (8,104 | ) | | (625,000 | ) | | (625,000 | ) | |
Equity awards assumed for acquisition | | — |
| | — |
| | 677 |
| | — |
| | — |
| | — |
| | — |
| | 677 |
| |
| Stock-based compensation | | — |
| | — |
| | 337,578 |
| | — |
| | — |
| | — |
| | — |
| | 337,578 |
| |
Value of shares in deferred compensation plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,175 | ) | | (2,175 | ) | |
| Balances at November 27, 2015 | | 600,834 |
| | $ | 61 |
| | $ | 4,184,883 |
| | $ | 7,253,431 |
| | $ | (169,080 | ) | | (103,025 | ) | | $ | (4,267,715 | ) | | $ | 7,001,580 |
| |
| Impacts of the U.S. Tax Act | | | — |
| | — |
| | — |
| | (318 | ) | | — |
| | — |
| | — |
| | (318 | ) |
| Balances at November 30, 2018 | | | 600,834 |
| | $ | 61 |
| | $ | 5,685,337 |
| | $ | 11,815,597 |
| | $ | (148,130 | ) | | (113,171 | ) | | $ | (7,990,751 | ) | | $ | 9,362,114 |
|
See accompanying Notes to Consolidated Financial Statements.
ADOBE SYSTEMS INCORPORATEDINC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | Years Ended | Years Ended |
| | November 27,
2015 | | November 28,
2014 | | November 29,
2013 | November 30,
2018 | | December 1,
2017 | | December 2,
2016 |
| Cash flows from operating activities: | | | | | | | | | | |
| Net income | $ | 629,551 |
| | $ | 268,395 |
| | $ | 289,985 |
| $ | 2,590,774 |
| | $ | 1,693,954 |
| | $ | 1,168,782 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
| Depreciation, amortization and accretion | 339,473 |
| | 313,590 |
| | 321,227 |
| 346,492 |
| | 325,997 |
| | 331,535 |
|
| Stock-based compensation | 335,859 |
| | 333,701 |
| | 328,987 |
| 609,562 |
| | 454,472 |
| | 349,297 |
|
| Deferred income taxes | (69,657 | ) | | (26,089 | ) | | 29,704 |
| (468,936 | ) | | 51,605 |
| | 24,222 |
|
| Gain on the sale of property | (21,415 | ) | | — |
| | — |
| |
| Write down of assets held for sale | — |
| | — |
| | 23,151 |
| |
| Unrealized (gains) losses on investments | (9,210 | ) | | (74 | ) | | 5,665 |
| |
| Tax benefit from stock-based compensation | 68,133 |
| | 53,225 |
| | 25,290 |
| |
| Unrealized losses (gains) on investments, net | | 793 |
| | (5,494 | ) | | 3,145 |
|
| Excess tax benefits from stock-based compensation | (68,153 | ) | | (53,235 | ) | | (40,619 | ) | — |
| | — |
| | (75,105 | ) |
| Other non-cash items | 1,216 |
| | 1,889 |
| | 5,654 |
| 7,193 |
| | 4,625 |
| | 2,022 |
|
Changes in operating assets and liabilities, net of acquired assets and
assumed liabilities: | | | | | | | | | | |
| Trade receivables, net | (79,502 | ) | | 7,928 |
| | 33,649 |
| (1,983 | ) | | (187,173 | ) | | (160,416 | ) |
| Prepaid expenses and other current assets | (7,701 | ) | | (1,918 | ) | | (55,509 | ) | (77,225 | ) | | 28,040 |
| | (71,021 | ) |
| Trade payables | 22,870 |
| | 6,211 |
| | 7,132 |
| 54,920 |
| | (45,186 | ) | | (6,281 | ) |
| Accrued expenses | (5,944 | ) | | 37,544 |
| | 41,828 |
| 43,837 |
| | 151,104 |
| | 65,593 |
|
| Accrued restructuring | (16,620 | ) | | 8,871 |
| | (6,949 | ) | |
| Income taxes payable | 29,801 |
| | 11,006 |
| | (58,875 | ) | 479,184 |
| | (34,493 | ) | | 43,115 |
|
| Deferred revenue | 320,801 |
| | 326,438 |
| | 201,366 |
| 444,693 |
| | 475,402 |
| | 524,840 |
|
| Net cash provided by operating activities | 1,469,502 |
| | 1,287,482 |
| | 1,151,686 |
| 4,029,304 |
| | 2,912,853 |
| | 2,199,728 |
|
| Cash flows from investing activities: | |
| | |
| | | |
| | |
| | |
| Purchases of short-term investments | (2,064,833 | ) | | (2,014,186 | ) | | (2,058,058 | ) | (566,084 | ) | | (1,931,011 | ) | | (2,285,222 | ) |
| Maturities of short-term investments | 371,790 |
| | 272,076 |
| | 360,485 |
| 765,860 |
| | 759,737 |
| | 769,228 |
|
| Proceeds from sales of short-term investments | 1,176,476 |
| | 1,443,577 |
| | 1,449,961 |
| 1,709,480 |
| | 1,393,929 |
| | 860,849 |
|
| Acquisitions, net of cash acquired | (826,004 | ) | | (29,802 | ) | | (704,589 | ) | (6,314,382 | ) | | (459,626 | ) | | (48,427 | ) |
| Purchases of property and equipment | (184,936 | ) | | (148,332 | ) | | (188,358 | ) | (266,579 | ) | | (178,122 | ) | | (203,805 | ) |
| Proceeds from sale of property | 57,779 |
| | — |
| | 24,260 |
| |
| Purchases of long-term investments, intangibles and other assets | (22,779 | ) | | (17,572 | ) | | (67,737 | ) | (18,513 | ) | | (29,918 | ) | | (58,433 | ) |
| Proceeds from sale of long-term investments | 4,149 |
| | 3,532 |
| | 6,233 |
| |
| Proceeds from sale of long-term investments and other assets | | 4,923 |
| | 2,134 |
| | 5,777 |
|
| Net cash used for investing activities | (1,488,358 | ) | | (490,707 | ) | | (1,177,803 | ) | (4,685,295 | ) | | (442,877 | ) | | (960,033 | ) |
| Cash flows from financing activities: | |
| | |
| | | |
| | |
| | |
| Purchases of treasury stock | (625,000 | ) | | (600,000 | ) | | (1,100,000 | ) | (2,050,000 | ) | | (1,100,000 | ) | | (1,075,000 | ) |
| Proceeds from issuance of treasury stock | 164,270 |
| | 227,841 |
| | 598,194 |
| 190,990 |
| | 158,351 |
| | 145,697 |
|
| Cost of issuance of treasury stock | (186,373 | ) | | (173,675 | ) | | (97,418 | ) | |
| Taxes paid related to net share settlement of equity awards | | (393,193 | ) | | (240,126 | ) | | (236,400 | ) |
| Excess tax benefits from stock-based compensation | 68,153 |
| | 53,235 |
| | 40,619 |
| — |
| | — |
| | 75,105 |
|
| Proceeds from debt and capital lease obligations | 989,280 |
| | — |
| | 25,703 |
| |
| Repayment of debt and capital lease obligations | (602,189 | ) | | (14,684 | ) | | (25,879 | ) | |
| Debt issuance costs | (8,828 | ) | | — |
| | (357 | ) | |
| Proceeds from debt issuance, net of costs | | 2,248,342 |
| | — |
| | — |
|
| Repayment of capital lease obligations | | (1,707 | ) | | (1,960 | ) | | (108 | ) |
| Net cash used for financing activities | (200,687 | ) | | (507,283 | ) | | (559,138 | ) | (5,568 | ) | | (1,183,735 | ) | | (1,090,706 | ) |
| Effect of foreign currency exchange rates on cash and cash equivalents | (21,297 | ) | | (6,648 | ) | | (5,241 | ) | (1,738 | ) | | 8,516 |
| | (14,234 | ) |
| Net increase (decrease) in cash and cash equivalents | (240,840 | ) | | 282,844 |
| | (590,496 | ) | (663,297 | ) | | 1,294,757 |
| | 134,755 |
|
| Cash and cash equivalents at beginning of year | 1,117,400 |
| | 834,556 |
| | 1,425,052 |
| 2,306,072 |
| | 1,011,315 |
| | 876,560 |
|
| Cash and cash equivalents at end of year | $ | 876,560 |
| | $ | 1,117,400 |
| | $ | 834,556 |
| $ | 1,642,775 |
| | $ | 2,306,072 |
| | $ | 1,011,315 |
|
| Supplemental disclosures: | |
| | | | | |
| | | | |
| Cash paid for income taxes, net of refunds | $ | 203,010 |
| | $ | 20,140 |
| | $ | 129,701 |
| $ | 210,369 |
| | $ | 396,668 |
| | $ | 249,884 |
|
| Cash paid for interest | $ | 56,014 |
| | $ | 68,886 |
| | $ | 64,843 |
| $ | 81,258 |
| | $ | 69,430 |
| | $ | 66,193 |
|
| Non-cash investing activities: | | | | | | | | | | |
| Investment in lease receivable applied to building purchase | $ | — |
| | $ | 126,800 |
| | $ | — |
| $ | — |
| | $ | 80,439 |
| | $ | — |
|
| Issuance of common stock and stock awards assumed in business acquisitions | $ | 677 |
| | $ | 21 |
| | $ | 1,160 |
| $ | 2,784 |
| | $ | 10,348 |
| | $ | — |
|
See accompanying Notes to Consolidated Financial Statements.
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Operations
Founded in 1982, Adobe Systems IncorporatedInc. is one of the largest and most diversified software companies in the world. We offer a line of products and services used by creative professionals, marketers, knowledge workers, application developers, enterprises and consumers for creating, managing, delivering, measuring, optimizing and engaging with compelling content and experiences across multiple operating systems,personal computers, devices and media. We market and license our products and services directly to enterprise customers through our sales force and to end users through app stores and our own website at www.adobe.com. We offer many of our products via a Software-as-a-Service (“SaaS”) model or a managed services model (both of which are referred to as a hosted or cloud-based model)cloud-based) as well as through term subscription and pay-per-use models. We also distribute certain products and services through a network of distributors, value-added resellers (“VARs”), systems integrators (“SIs”), independent software vendors (“ISVs”), retailers, software developers and original equipment manufacturers (“OEMs”). In addition, we license our technology to hardware manufacturers, software developers and service providers for use in their products and solutions. Our products run on personal and server-based computers, as well as on smartphones, tablets and other devices, depending on the product. We have operations in the Americas, Europe, Middle East and Africa (“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 accounting principles generally accepted in the United States of America (“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, excess inventory and purchase commitments, restructuring charges, facilities lease losses, impairment of goodwill and intangible assets, litigation, income taxes and investments. 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. Fiscal 2015, 2014Our financial results for fiscal 2016 benefited from an extra week in the first quarter of fiscal 2016 due to our 52/53-week financial calendar whereby fiscal 2016 was a 53-week fiscal year compared with fiscal 2018 and 20132017 which were 52-week fiscal years.
Reclassifications
Certain immaterial prior year amounts have been reclassified to conform to current year presentation in the Consolidated Statements of Cash Flows.
Significant Accounting Policies
Revenue Recognition
Our revenue is derived from thesubscription offerings, non-software related hosted services, term-based and perpetual licensing of subscription, time-based and perpetual software products, associated software maintenance and support plans, non-software related hosted services, consulting services, training, and technical support. Most of our enterprise customer arrangements are complex, involving multiple solutions and various license rights, bundled with post-contract customer support and other meaningful rights that together provide a complete end-to-end solution to the customer.
We recognize revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is probable.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report.
Multiple Element Arrangements
We enter into multiple element revenue arrangements in which a customer may purchase a combination of software, upgrades, maintenance and support, hosted services, and consulting.
For our software and software-related multiple element arrangements, we must: (1) determine whether and when each element has been delivered; (2) determine whether undelivered products or services are essential to the functionality of the delivered
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
products and services; (3) determine the fair value of each undelivered element using vendor-specific objective evidence (“VSOE”); and (4) allocate the total price among the various elements. VSOE of fair value is used to allocate a portion of the price to the undelivered elements and the residual method is used to allocate the remaining portion to the delivered elements. Absent VSOE, revenue is deferred until the earlier of the point at which VSOE of fair value exists for any undelivered element or until all elements of the arrangement have been delivered. However, if the only undelivered element is maintenance and support, the entire arrangement fee is recognized ratably over the performance period. Changes in assumptions or judgments or changes to the elements in a software arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period.
We determine VSOE for each element based on historical stand-alone sales to third parties or from the stated renewal rate for the elements contained in the initial arrangement. In determining VSOE, we require that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range.
We have established VSOE for our software maintenance and support services, custom software development services, consulting services and training, when such services are sold optionally with software licenses.
For multiple-element arrangements containing our non-software services, we must: (1) determine whether and when each element has been delivered; (2) determine the fair value of each element using the selling price hierarchy of VSOE of selling price, third-party evidence (“TPE”) of selling price or best-estimated selling price (“BESP”), as applicable; and (3) allocate the total price among the various elements based on the relative selling price method.
For multiple-element arrangements that contain both software and non-software elements, we allocate revenue to software or software-related elements as a group and any non-software elements separately based on the selling price hierarchy. We determine the selling price for each deliverable using VSOE of selling price, if it exists, or TPE of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, we use BESP. Once revenue is allocated to software or software-related elements as a group, we recognize revenue in conformance with software revenue accounting guidance. Revenue is recognized when revenue recognition criteria are met for each element.
We are generally unable to establish VSOE or TPE for non-software elements and as such, we use BESP. BESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings. We determine BESP for a product or service by considering multiple factors including, but not limited to major product groupings, geographies, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. Pricing practices taken into consideration include historic contractually stated prices, volume discounts where applicable and our price lists. We must estimate certain royalty revenue amounts due to the timing of securing information from our customers. While we believe we can make reliable estimates regarding these matters, these estimates are inherently subjective. Accordingly, our assumptions and judgments regarding future products and services as well as our estimates of royalty revenue could differ from actual events, thus materially impacting our financial position and results of operations.
Subscription and Services and Support Revenue
We recognize revenue for hosted services that are priced based on a committed number of transactions, ratably 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 billed based on the actual number of transactions from which we capture data, are billed in accordance with contract terms as these fees are incurred. We record amounts that have been invoiced in accounts receivable and in deferred revenue or revenue, depending on whether all revenue recognition criteria have been met.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our services and support revenue is composed of consulting, training, and maintenance and support, primarily related to the licensing of our enterprise, mobile and device products and solutions. Our support revenue also includes technical support and developer support to partners and developer organizations related to our desktop products.
Our consulting revenue is recognized using a time and materials basis and is measured monthly based on input measures, such as hours incurred to date, with consideration given to output measures, such as contract milestones when applicable.
Our maintenance and support offerings, which entitle customers to receive product upgrades and enhancements on a when and if available basis or technical support, depending on the offering, are recognized ratably over the performance period of the arrangement.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our software subscription offerings, which may include product upgrades and enhancements on a when and if available basis, hosted services, and online storage, are generally offered to our customers over a specified period of time and we recognize revenue associated with these arrangements ratably over the subscription period.
Product Revenue
We recognize our product revenue upon shipment, provided all other revenue recognition criteria have been met. Our desktop application product revenue from distributors is subject to agreements allowing limited rights of return, rebates and price protection. Our direct sales and OEM sales are also subject to limited rights of return. Accordingly, we reduce revenue recognized for estimated future returns, price protection and rebates at the time the related revenue is recorded. The estimates for returns are adjusted periodically based upon historical rates of returns, inventory levels in the distribution channel and other related factors.
We recognize OEM licensing revenue, primarily royalties, when OEMs ship products incorporating our software, provided collection of such revenue is deemed probable. For certain OEM customers, we must estimate royalty revenue due to the timing of securing customer information. This estimate is based on a combination of our generated forecasts and actual historical reporting by our OEM customers. To substantiate our ability to estimate revenue, we review license royalty revenue reports ultimately received from our significant OEM customers in comparison to the amounts estimated in the prior period.
Our product-related deferred revenue includes maintenance upgrade revenue and customer advances under OEM license agreements. Our maintenance upgrade revenue for our desktop application products is included in our product revenue line item as the maintenance primarily entitles customers to receive product upgrades. In cases where we provide a specified free upgrade to an existing product, we defer the fair value for the specified upgrade right until the future obligation is fulfilled or when the right to the specified free upgrade expires.
Rights of Return, Rebates and Price Protection
As discussed above, 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 an offset to revenue and accounts receivable. Below is a summary of each of the general provisions in our contracts:
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 products that are being replaced by new versions.
We offer rebates to our distributors, resellers and/or end user customers. The amount of revenue that is reduced for distributor and reseller rebates is based on actual performance against objectives set forth by us for a particular reporting period (volume, timely reporting, etc.). If mail-in or other promotional rebates are offered, the amount of revenue reduced is based on the dollar amount of the rebate, taking into consideration an estimated redemption rate calculated using historical trends.
From time to time, we may offer price protection to our distributors that allow for the right to a credit if we permanently reduce the price of a software product. The amount of revenue that is reduced for price protection is calculated as the difference between the old and new price of a software product on inventory held by the distributor immediately prior to the effective date of the decrease.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. In the event a customer cancels its contract, they are not entitled to a refund for prior services we have provided to them.
On a quarterly basis, the amount of revenue that is reserved for future returns is calculated based on our historical trends and data specific to each reporting period. We review the actual returns evidenced in prior quarters as a percent of revenue to determine a historical returns 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 returns reserve for product in the distribution channel in excess of 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.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenue Reserve
Revenue reserve rollforward (in thousands):
| | | | | 2015 | | 2014 | | 2013 | | 2018 | | 2017 | | 2016 |
| Beginning balance | | $ | 17,402 |
| | $ | 28,664 |
| | $ | 57,058 |
| | $ | 22,006 |
| | $ | 23,096 |
| | $ | 19,446 |
|
| Amount charged to revenue | | 45,676 |
| | 45,550 |
| | 74,031 |
| | 65,241 |
| | 61,031 |
| | 55,739 |
|
| Actual returns | | (43,632 | ) | | (56,812 | ) | | (102,425 | ) | | (61,822 | ) | | (62,121 | ) | | (52,089 | ) |
| Ending balance | | $ | 19,446 |
| | $ | 17,402 |
| | $ | 28,664 |
| | $ | 25,425 |
| | $ | 22,006 |
| | $ | 23,096 |
|
Deferred Revenue
Deferred revenue consists substantially of billings and payments received in advance of revenue recognition for our products and servicessolutions described above. We recognize deferred revenue as revenue only when the revenue recognition criteria are met.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts which reflects our best estimate of potentially uncollectible trade receivables. The allowance is based on both specific and general reserves. We regularly review our trade receivables allowances by considering such factors as historical experience, credit-worthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to pay and we specifically reserve for those deemed uncollectible.
| | | (in thousands) | | 2015 | | 2014 | | 2013 | | 2018 | | 2017 | | 2016 |
| Beginning balance | | $ | 7,867 |
| | $ | 10,228 |
| | $ | 12,643 |
| | $ | 9,151 |
| | $ | 6,214 |
| | $ | 7,293 |
|
| Increase due to acquisition | | 326 |
| | 51 |
| | 1,038 |
| | 5,602 |
| | 2,391 |
| | 77 |
|
| Charged to operating expenses | | 1,472 |
| | 603 |
| | 933 |
| | 5,962 |
| | 4,411 |
| | 1,337 |
|
Deductions(1) | | (2,372 | ) | | (3,015 | ) | | (4,386 | ) | | (5,734 | ) | | (3,865 | ) | | (2,493 | ) |
| Ending balance | | $ | 7,293 |
| | $ | 7,867 |
| | $ | 10,228 |
| | $ | 14,981 |
| | $ | 9,151 |
| | $ | 6,214 |
|
________________________________________
| |
(1) | Deductions related to the allowance for doubtful accounts represent amounts written off against the allowance, less recoveries. |
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 ranging from 1 to 5 years for computers and equipment as well as server hardware under capital leases, 1 to 6 years for furniture and fixtures, 5 to 20 years for building improvements and up to 40 years for buildings. Leasehold improvements are amortized using the straight-line method over the lesser of the remaining respective lease term or estimated useful lives ranging from 1 to 15 years.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill, Purchased Intangibles and Other Long-Lived Assets
Goodwill is assigned to one or more reporting segments 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 segment’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 segments 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 segments 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 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 review our goodwill for impairment annually, or more frequently, if facts and circumstances warrant a review.
We completed our annual goodwill impairment test in the second quarter of fiscal 2015.2018. We elected to usedetermined, after performing a qualitative review of each reporting segment, that it is more likely than not that the Step 1 quantitative assessment forfair value of each of our reporting units and determinedsegments 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 goodwill.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 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
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 in fiscal 20152018, 20142017 or 20132016.
During fiscal 2015,2018, our intangible assets were amortized over their estimated useful lives ranging from 1 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) |
| Purchased technology | 6 |
| Customer contracts and relationships | 89 |
| Trademarks | 89 |
| Acquired rights to use technology | 810 |
LocalizationBacklog | 12 |
| Other intangibles | 54 |
Software Development Costs
Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material.
Internal Use Software
We capitalize costs associated with customized internal-use software systems that have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose.
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 expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We record a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Treasury Stock
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.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Advertising Expenses
Advertising costs are expensed as incurred. Advertising expenses for fiscal 20152018, 20142017 and 20132016 were $113.6$173.6 million, $87.9141.7 million and $88.5135.8 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.income (loss).
Foreign Currency and Other Hedging 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 and forward contracts forto hedge a portion of our forecasted foreign currency denominated revenue denominatedprimarily in Euros, British Pounds and Japanese Yen. We hedge our net recognized foreign currency 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. See Note 5 for information regarding our hedging activities. Gains and losses from foreign exchange forward contracts which hedge certain balance sheet positions are recorded each period as a component of interest and other income, net in our Consolidated Statements of Income. Foreign exchange option contracts hedging forecasted foreign currency revenue are designated as cash flow hedges with gains and losses recorded net of tax, as a component of other comprehensive income in stockholders’ equity and reclassified into revenue at the time the forecasted transactions occur.
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 foreign currency hedge contracts with bank counterparties that could expose us to credit related losses in the event of their nonperformance. This is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair value of certain financial instruments fluctuates from contractually established thresholds. In addition,
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
we enter into master netting arrangements which have the ability to further limit credit related losses with the same counterparty by permitting net settlement transactions.
The aggregate fair value of foreign currency contracts in net asset positions as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 was $19.1$44.3 million and $33.0$14.2 million respectively. These amounts represent the maximum exposure to loss at the reporting date as a result of all of the counterparties failing to perform as contracted. These exposures could be reduced by certain immaterial liabilities included in master netting arrangements with those same counterparties.
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. We also purchase credit insurance to mitigate credit risk in some foreign markets where we believe it is
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
warranted. If we license our software or provide SaaS services to a customer where we have a reason to believe the customer’s ability to pay is not probable, due to country risk or credit risk, we will not recognize the revenue. We will revert to recognizing the revenue on a cash basis, assuming all other criteria for revenue recognition has been met.
We derive a significant portion of our OEM PostScript and Other licensing revenue from a small number of OEMs. Our OEMs on occasion seek to renegotiate their royalty arrangements. We evaluate these requests on a case-by-case basis. If an agreement is not reached, a customer may decide to pursue other options, which could result in lower licensing revenue for us.
RecentRecently Adopted Accounting PronouncementsGuidance
On November 20, 2015,January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment, which eliminated step two from the goodwill impairment test. In assessing impairment of goodwill, if it is concluded that it is more likely than not that the carrying amount of a reportable segment exceeds its fair value during the qualitative assessment, a one-step goodwill impairment test will be performed. If it is concluded during the quantitative test that the carrying amount of a reportable segment exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reportable segment. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted.
In the first quarter of 2018, we early adopted ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance,2017-04. The standard did not have an impact to be classified as noncurrent on the balance sheet. The classification changeour qualitative assessment for all deferred taxes as noncurrent simplifies entities’ processes as it eliminates the need to separately identify the net current and net noncurrent deferred tax asset or liability in each jurisdiction and allocate valuation allowances. We elected to prospectively adopt the accounting standardgoodwill impairment that we performed in the beginning of our fourthsecond quarter of fiscal 2015. Prior periods in2018.
There have been no other new accounting pronouncements made effective during fiscal 2018 that have significance, or potential significance, to our Consolidated Financial Statements were not retrospectively adjusted.Statements.
Recent Accounting Pronouncements Not Yet Effective
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the full retrospective or cumulative effectmodified retrospective transition method. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. Accordingly, theThe updated standard is effective for us in the first quarter of fiscal 2019. We have not yet selectedwill adopt this updated standard in the first quarter of fiscal 2019 on a transition method and wemodified retrospective basis. We are currently evaluating the effect that the updated standard will have on our consolidated financial statementsConsolidated Financial Statements and related disclosures.
While we are continuing to assess all potential impacts of the new standard, we believe there should not be a material change to the amount of consolidated revenues on an annual basis.
We expect revenue related to our cloud offerings, including Creative Cloud and Document Cloud for business enterprises, individuals and teams, to remain substantially unchanged. When sold with cloud-enabled services, Creative Cloud and Document Cloud require a significant level of integration and interdependency with software and the individual components are not considered distinct. Revenue for these offerings will continue to be recognized over the period in which the cloud services are provided.
We believe the most significant revenue-related impact relates to our accounting for arrangements that include on-premise term-based software licenses bundled with maintenance and support. Under current GAAP, the revenue attributable to these software licenses is recognized ratably over the term of the arrangement because VSOE does not exist for the undelivered
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
maintenance and support element as it is not sold separately. The requirement to have VSOE for undelivered elements to enable the separation of revenue for the delivered software licenses is eliminated under the new standard. Accordingly, under the new standard we will be required to recognize as revenue a portion of the arrangement fee upon delivery of the software licenses and potentially classify such revenue as “product” instead of “subscription” revenue on the income statement. We offer on-premise term-based software licenses bundled with maintenance and support as a deployment model for certain offerings within our Digital Experience, Digital Media, and Publishing business units. We do not expect these arrangements to have a material impact to revenue reported in annual reporting periods subsequent to adoption, however they may result in a material balance sheet impact on the date of adoption due to the application of the modified retrospective transition method. The modified retrospective method requires upon adoption that we recognize the impact of applying the new standard to contracts that are not completed at the date of initial adoption, but under this adoption method, we do not restate prior financial statements. We will record a cumulative effect of initially applying the provisions of the new standard as an adjustment to increase the opening retained earnings balance and reduce the opening deferred revenue balance. Further, some of our enterprise agreements allow our customers to commit to prepaid bank of funds which can be utilized to purchase Adobe products or services, which includes customer option to purchase or renew on-premise term-based licenses on a monthly basis. Revenue associated with these term-license performance obligations would be recognized monthly.
Other expected impacts to our policies and disclosures include: earlier recognition of revenue for certain contracts due to the elimination of contingent revenue limitations, an unbilled receivable balance on our balance sheets, the requirement to estimate variable consideration for certain arrangements, increased allocation of revenue to and from professional services and other offerings, and changes to our financial statement disclosures such as remaining performance obligations.
Under current GAAP, we expense costs related to the acquisition of revenue-generating contracts as incurred. Under the new standard, we will be required to capitalize certain costs incremental to contract acquisition and amortize them over the expected period of benefit. We expect there will be a material balance sheet impact at the period of adoption to capitalize costs of obtaining the contract as an asset, with a corresponding adjustment to opening retained earnings at the date of initial adoption. Additionally, we may have to record related deferred income taxes. We continue to evaluate the magnitude of the impact and the impact recent acquisitions will have under current standards and the new standard.
Due to the complexity of certain of our contracts, the actual accounting treatment required under the new standard for these arrangements may be dependent on contract-specific terms and therefore may vary in some instances.
On February 24, 2016, the FASB issued ASU No. 2016-02, Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases with a lease term of twelve months or less. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new leases standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The updated standard is effective for us beginning in the first quarter of fiscal 2020 and we do not plan to early adopt.
The new leases standard must be adopted using a modified retrospective transition and allows for the application of the new guidance at the beginning of the earliest comparative period presented or at the adoption date. In July 2018, the FASB issued ASU No. 2018-11, Leases - Targeted Improvements, providing an optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We intend to adopt the new leases standard using this optional transition method.
While we are continuing to assess the potential impacts of the standard, we currently expect the most significant impact will be the recognition of right-of-use assets and lease liabilities on our consolidated balance sheet. We are implementing a new lease accounting system and updating our processes in preparation for the adoption of the new leases standard.
On August 28, 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging, requiring expanded hedge accounting for both non-financial and financial risk components and refining the measurement of hedge results to better reflect an entity's hedging strategies. For example, adoption would result in reclassification of hedge costs from foreign currency hedges from interest and other income (expense), net to revenue in our Consolidated Statements of Income. The updated standard also amends the presentation and disclosure requirements and changes how entities assess hedge effectiveness. The effective date of the new
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The updated standard is effective for us beginning in the first quarter of fiscal 2020. We are currently evaluating the effect that the updated standard will have on our Consolidated Financial Statements and related disclosures. While we are continuing to assess all potential impacts of the new standard, we believe there should not be a material impact on our Consolidated Financial Statements.
With the exception of the new revenue standardstandards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to our Consolidated Financial Statements.
NOTE 2. ACQUISITIONS
FotoliaMarketo
On October 31, 2018, we completed the acquisition of Marketo, a privately held marketing cloud platform company, for approximately $4.74 billion of cash consideration. Adding Marketo’s engagement platform to Adobe Experience Cloud furthers our long-term plan for strategic growth in the Digital Experience segment and enables us to offer a comprehensive set of solutions to enable customers across industries and companies automate and orchestrate their marketing activities. Under the terms of the Share Purchase Agreement (the “Purchase Agreement”), we acquired all of the issued and outstanding shares of capital stock of Milestone Topco, Inc., a Delaware corporation (“Topco”) and indirect parent company of Marketo, and other equity interests in Marketo. In connection with the acquisition, each Marketo equity award that was issued and outstanding was cancelled and extinguished in exchange for cash consideration. Also pursuant to the Purchase Agreement, upon closing of the transaction, cash was paid for the settlement of Marketo’s long-term incentive plan, the settlement of Marketo’s indebtedness and the acquisition of all remaining equity interests in Marketo K.K., a Japanese corporation and joint venture.
In connection with the acquisition of Marketo, we entered into a credit agreement providing for a $2.25 billion senior unsecured term loan (the “Term Loan”). The proceeds of the Term Loan were used to (i) fund a portion of the purchase price of the acquisition and (ii) to pay fees and expenses incurred in connection with the acquisition. The Term Loan funds were received on October 31, 2018 upon closing of the acquisition and will mature 18 months following the initial funding date. See Note 15 for further details regarding our debt.
Following the closing, we began integrating Marketo into our Digital Experience reportable segment. We have included the financial results of Marketo in our Consolidated Financial Statements beginning on the acquisition date. The amounts of net revenue and net loss of Marketo included in the Company’s Consolidated Statements of Income from the acquisition date through November 30, 2018 were not material. The direct transaction costs associated with the acquisition were also not material.
Purchase Price Allocation
Under the purchase accounting method, the total preliminary purchase price was allocated to Marketo’s net tangible and intangible assets based upon their estimated fair values as of the acquisition date. The excess purchase price over the value of the net tangible and identifiable intangible assets was recorded as goodwill.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below represents the preliminary purchase price allocation to the acquired net tangible and intangible assets of Marketo based on their estimated fair values as of the acquisition date and the associated estimated useful lives at that date. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of valuation analyses pertaining to intangible assets acquired, deferred revenue and tax liabilities assumed including the calculation of deferred tax assets and liabilities.
|
| | | | | |
| (in thousands) | Amount | | Weighted Average Useful Life (years) |
| Customer contracts and relationships | $ | 576,900 |
| | 11 |
| Purchased technology | 444,500 |
| | 7 |
| Backlog | 105,800 |
| | 2 |
| Non-competition agreements | 12,100 |
| | 2 |
| Trademarks | 328,500 |
| | 9 |
| Total identifiable intangible assets | 1,467,800 |
| | |
| Net liabilities assumed | (191,288 | ) | | N/A |
Goodwill (1) | 3,459,751 |
| | N/A |
| Total estimated purchase price | $ | 4,736,263 |
| | |
_________________________________________
| |
(1) | Non-deductible for tax-purposes. |
Identifiable intangible assets—Customer relationships consist of Marketo’s contractual relationships and customer loyalty related to their enterprise and commercial customers as well as technology partner relationships. The estimated fair value of the customer contracts and relationships was determined based on projected cash flows attributable to the asset. Purchased technology acquired primarily consists of Marketo’s cloud-based engagement marketing software platform. The estimated fair value of the purchased technology was determined based on the expected future cost savings resulting from ownership of the asset. Backlog relates to subscription contracts and professional services. Non-compete agreements include agreements with key Marketo employees that preclude them from competing against Marketo for a period of two years from the acquisition date. Trademarks include the Marketo trade name, which is well known in the marketing ecosystem. We amortize the fair value of these intangible assets on a straight-line basis over their respective estimated useful lives.
Goodwill—Approximately $3.46 billion has been allocated to goodwill, and has been allocated in full to the Digital Experience reportable segment. Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant, acquiring a talented workforce and cost savings opportunities.
Net liabilities assumed —Marketo’s tangible assets and liabilities as of October 31, 2018 were reviewed and adjusted to their fair value as necessary. The net liabilities assumed included, among other items, $100.1 million in accrued expenses, $74.8 million in deferred revenue and $182.6 million in deferred tax liabilities, which were partially offset by $54.9 million in cash and cash equivalents and $72.4 million in trade receivables acquired.
Deferred revenue—Included in net liabilities assumed is Marketo’s deferred revenue which represents advance payments from customers related to subscription contracts and professional services. We estimated our obligation related to the deferred revenue using the cost build-up approach. The cost build-up approach determines fair value by estimating the direct and indirect costs related to supporting the obligation plus an assumed operating margin. The sum of the costs and assumed operating profit approximates, in theory, the amount that Marketo would be required to pay a third party to assume the obligation. The estimated costs to fulfill the obligation were based on the near-term projected cost structure for subscription and professional services. As a result, we recorded an adjustment to reduce Marketo’s carrying value of deferred revenue to $74.8 million, which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Taxes—As part of our accounting for the Marketo acquisition, a portion of the overall purchase price was allocated to goodwill and acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Thus, approximately $348.8 million, included in the net liabilities assumed, was established as a deferred tax liability for the future amortization of the intangible assets, and was partially offset by other tax assets of $166.2 million, which primarily consist of net operating loss carryforwards.
Any impairment charges made in the future associated with goodwill will not be tax deductible and will result in an increased effective income tax rate in the quarter the impairment is recorded.
Unaudited Pro Forma Results
The financial information in the table below summarizes the combined results of operations of Adobe and Marketo, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on December 3, 2016 or of results that may occur in the future.
The following unaudited pro forma financial information for fiscal 2018 and 2017 combines the historical results for Adobe for the years ended November 30, 2018 and December 1, 2017 and the historical results of Marketo for the period January 27, 2015,1, 2018 through October 31, 2018 and the year ended December 31, 2017, respectively (in thousands):
|
| | | | | | | |
| | 2018 | | 2017 |
| Net revenues | $ | 9,338,790 |
| | $ | 7,568,713 |
|
| Net income | $ | 2,362,238 |
| | $ | 1,404,864 |
|
Magento
On June 18, 2018, we completed our acquisition of Magento, a privately held Fotolia, a leading marketplace for royalty-free photos, images, graphics and HD videos.commerce platform company. During the firstthird quarter of fiscal 2015,2018, we began integrating FotoliaMagento into our Digital MediaExperience reportable segment.
The table below represents the preliminary purchase price allocation to the acquired net tangible and intangible assets of Magento based on their estimated fair values as of the acquisition date and the associated estimated useful lives at that date. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of valuation analyses pertaining to tax liabilities assumed including the calculation of deferred tax assets and liabilities.
|
| | | | | |
| (in thousands) | Amount | | Weighted Average Useful Life (years) |
| Customer contracts and relationships | $ | 208,000 |
| | 8 |
| Purchased technology | 84,200 |
| | 5 |
In-process research and development (1) | 39,100 |
| | N/A |
| Trademarks | 21,100 |
| | 3 |
| Other intangibles | 43,400 |
| | 3 |
| Total identifiable intangible assets | 395,800 |
| | |
| Net liabilities assumed | (67,417 | ) | | N/A |
Goodwill (2) | 1,316,217 |
| | N/A |
| Total estimated purchase price | $ | 1,644,601 |
| | |
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
_________________________________________
| |
(1) | Capitalized as purchased technology and are considered indefinite lived until the completion or abandonment of the associated research and development efforts. |
| |
(2) | Non-deductible for tax-purposes. |
Pro forma information has not been presented for the Magento acquisition as the impact to our Consolidated Financial Statements was not material.
TubeMogul
On December 19, 2016, we completed our acquisition of TubeMogul, a publicly held video advertising platform company. As of the end of fiscal 2018, we have integrated TubeMogul into our Digital Experience reportable segment.
Under the acquisition method of accounting, the total final purchase price was allocated to Fotolia'sTubeMogul’s net tangible and intangible assets based upon their estimated fair values as of January 27, 2015.December 19, 2016. During fiscal 2015,2017, we recorded immaterial purchase accounting adjustments based on changes to management’s estimates and assumptions in regards to assumed intangible assets, calculation of deferred taxtangible assets, liabilities assumed, and equity awards.their related impact to goodwill. The total final purchase price for FotoliaTubeMogul was $807.5$560.8 million of which $745.1$348.4 million was allocated to goodwill that was non-deductible for tax purposes, $204.4$113.1 million to identifiable intangible assets and $142.0$99.3 million to net liabilities assumed.assets acquired.
NeolanePro forma information has not been presented for the TubeMogul acquisition as the impact to our Consolidated Financial Statements was not material.
On July 22, 2013, we completed our acquisition of privately held Neolane, a leader in cross-channel campaign management technology. During the third quarter of fiscal 2013, we began integrating Neolane into our Digital Marketing reportable segment. Neolane brings a platform for automation and execution of marketing campaigns across the web, e-mail, social, mobile, call center, direct mail, point of sale and other emerging channels which will drive consistent brand experiences and personalized campaigns for our customers.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Under the acquisition method of accounting, the total final purchase price was allocated to Neolane’s net tangible and intangible assets based upon their estimated fair values as of July 22, 2013. The total final purchase price for Neolane was $616.7 million of which $515.2 million was allocated to goodwill that was non-deductible for tax purposes, $115.0 million to identifiable intangible assets and $13.5 million to net liabilities assumed.
Behance
On December 20, 2012, we completed our acquisition of privately held Behance, an online social media platform to showcase and discover creative work. During the first quarter of fiscal 2013, we began integrating Behance into our Digital Media reportable segment. Behance’s community and portfolio capabilities have accelerated our strategy to bring additional community features to Creative Cloud.
Under the acquisition method of accounting, the total purchase price was allocated to Behance’s net tangible and intangible assets based upon their estimated fair values as of December 20, 2012. The total final purchase price for Behance was approximately $111.1 million of which $91.4 million was allocated to goodwill, $28.5 million to identifiable intangible assets and $8.8 million to net liabilities assumed.Other
We also completed other immaterial business acquisitions during the fiscal years presented. Pro forma information has not been presented for any of our fiscal 2015, 2014 and 2013these acquisitions as the impact to our Consolidated Financial Statements was not material.
Allegorithmic
Subsequent to November 30, 2018, we acquired the remaining interest in Allegorithmic SAS (“Allegorithmic”), a privately held 3D editing and authoring software company for gaming and entertainment, for approximately $105.0 million in cash consideration. The initial purchase accounting for this transaction has not yet been completed given the short period of time between the acquisition date and the issuance of these financial statements. Allegorithmic will be integrated into our Digital Media reportable segment for financial reporting purposes in the first quarter of fiscal 2019.
NOTE 3. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase. We classify all of our cash equivalents and short-term investments as “available-for-sale.” In general, these investments are free of trading restrictions. We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders’ equity in our Consolidated Balance Sheets. Gains and losses are recognized when realized in our Consolidated Statements of Income. When we have determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in income. Gains and losses are determined using the specific identification method.
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash, cash equivalents and short-term investments consisted of the following as of November 27, 201530, 2018 (in thousands): | | | | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
| Current assets: | | | | | | | | | | | | | | |
| Cash | $ | 352,371 |
| | $ | — |
| | $ | — |
| | $ | 352,371 |
| $ | 368,564 |
| | $ | — |
| | $ | — |
| | $ | 368,564 |
|
| Cash equivalents: | | | | | | | | | | | | | | |
| Money market mutual funds | 482,479 |
| | — |
| | — |
| | 482,479 |
| 1,234,188 |
| | — |
| | — |
| | 1,234,188 |
|
| Municipal securities | 1,850 |
| | — |
| | (1 | ) | | 1,849 |
| |
| Time deposits | 13,461 |
| | — |
| | — |
| | 13,461 |
| 40,023 |
| | — |
| | — |
| | 40,023 |
|
| U.S. Treasury securities | 26,400 |
| | — |
| | — |
| | 26,400 |
| |
| Total cash equivalents | 524,190 |
| | — |
| | (1 | ) | | 524,189 |
| 1,274,211 |
| | — |
| | — |
| | 1,274,211 |
|
| Total cash and cash equivalents | 876,561 |
| | — |
| | (1 | ) | | 876,560 |
| 1,642,775 |
| | — |
| | — |
| | 1,642,775 |
|
| Short-term fixed income securities: | | | | | | | | | | | | | | |
| Corporate bonds and commercial paper | 1,890,253 |
| | 2,273 |
| | (5,612 | ) | | 1,886,914 |
| |
| Asset-backed securities | 83,449 |
| | 11 |
| | (146 | ) | | 83,314 |
| 41,875 |
| | — |
| | (367 | ) | | 41,508 |
|
| Corporate debt securities | | 1,546,860 |
| | 44 |
| | (24,696 | ) | | 1,522,208 |
|
| Foreign government securities | 1,276 |
| | — |
| | (8 | ) | | 1,268 |
| 4,179 |
| | — |
| | (24 | ) | | 4,155 |
|
| Municipal securities | 137,280 |
| | 101 |
| | (49 | ) | | 137,332 |
| 18,601 |
| | 1 |
| | (286 | ) | | 18,316 |
|
| U.S. agency securities | 130,397 |
| | 85 |
| | (14 | ) | | 130,468 |
| |
| U.S. Treasury securities | 873,400 |
| | 101 |
| | (1,273 | ) | | 872,228 |
| |
| Total short-term investments | 3,116,055 |
| | 2,571 |
| | (7,102 | ) | | 3,111,524 |
| 1,611,515 |
| | 45 |
| | (25,373 | ) | | 1,586,187 |
|
| Total cash, cash equivalents and short-term investments | $ | 3,992,616 |
| | $ | 2,571 |
| | $ | (7,103 | ) | | $ | 3,988,084 |
| $ | 3,254,290 |
| | $ | 45 |
| | $ | (25,373 | ) | | $ | 3,228,962 |
|
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash, cash equivalents and short-term investments consisted of the following as of November 28, 2014December 1, 2017 (in thousands):
| | | | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
| Current assets: | | | | | | | | | | | | | | |
| Cash | $ | 348,283 |
| | $ | — |
| | $ | — |
| | $ | 348,283 |
| $ | 280,488 |
| | $ | — |
| | $ | — |
| | $ | 280,488 |
|
| Cash equivalents: | |
| | | | | | |
| |
| | | | | | |
|
| Money market mutual funds | 705,978 |
| | — |
| | — |
| | 705,978 |
| 2,006,741 |
| | — |
| | — |
| | 2,006,741 |
|
| Time deposits | 63,139 |
| | — |
| | — |
| | 63,139 |
| 18,843 |
| | — |
| | — |
| | 18,843 |
|
| Total cash equivalents | 769,117 |
| | — |
| | — |
| | 769,117 |
| 2,025,584 |
| | — |
| | — |
| | 2,025,584 |
|
| Total cash and cash equivalents | 1,117,400 |
| | — |
| | — |
| | 1,117,400 |
| 2,306,072 |
| | — |
| | — |
| | 2,306,072 |
|
| Short-term fixed income securities: | | | | | | | |
| | | | | | | |
|
| Corporate bonds and commercial paper | 1,514,632 |
| | 5,253 |
| | (509 | ) | | 1,519,376 |
| |
| Asset-backed securities | | 98,403 |
| | 1 |
| | (403 | ) | | 98,001 |
|
| Corporate debt securities | | 2,461,691 |
| | 2,694 |
| | (10,125 | ) | | 2,454,260 |
|
| Foreign government securities | 4,499 |
| | 12 |
| | — |
| | 4,511 |
| 2,396 |
| | — |
| | (8 | ) | | 2,388 |
|
| Municipal securities | 174,775 |
| | 438 |
| | (12 | ) | | 175,201 |
| 21,189 |
| | 8 |
| | (132 | ) | | 21,065 |
|
| U.S. agency securities | 497,154 |
| | 1,295 |
| | (64 | ) | | 498,385 |
| |
| U.S. Treasury securities | 423,075 |
| | 1,080 |
| | (28 | ) | | 424,127 |
| 941,538 |
| | 2 |
| | (3,552 | ) | | 937,988 |
|
| Subtotal | 2,614,135 |
| | 8,078 |
| | (613 | ) | | 2,621,600 |
| |
| Marketable equity securities | 153 |
| | 338 |
| | — |
| | 491 |
| |
| Total short-term investments | 2,614,288 |
| | 8,416 |
| | (613 | ) | | 2,622,091 |
| 3,525,217 |
| | 2,705 |
| | (14,220 | ) | | 3,513,702 |
|
| Total cash, cash equivalents and short-term investments | $ | 3,731,688 |
| | $ | 8,416 |
| | $ | (613 | ) | | $ | 3,739,491 |
| $ | 5,831,289 |
| | $ | 2,705 |
| | $ | (14,220 | ) | | $ | 5,819,774 |
|
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category, that have been in an unrealized loss position for less than twelve months, as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 (in thousands):
| | | | 2015 | | 2014 | 2018 | | 2017 |
| | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Corporate bonds and commercial paper | $ | 1,112,883 |
| | $ | (5,377 | ) | | $ | 291,890 |
| | $ | (443 | ) | |
| Corporate debt securities | | $ | 538,109 |
| | $ | (7,966 | ) | | $ | 1,338,232 |
| | $ | (5,459 | ) |
| Asset-backed securities | 60,057 |
| | (147 | ) | | — |
| | — |
| 6,696 |
| | (54 | ) | | 64,618 |
| | (193 | ) |
| Municipal securities | 35,594 |
| | (50 | ) | | 21,759 |
| | (12 | ) | 6,599 |
| | (81 | ) | | 11,805 |
| | (115 | ) |
| Foreign government securities | 1,268 |
| | (8 | ) | | — |
| | — |
| — |
| | — |
| | 2,388 |
| | (8 | ) |
| U.S. Treasury and agency securities | 820,570 |
| | (1,287 | ) | | 43,507 |
| | (64 | ) | |
| U.S. Treasury securities | | — |
| | — |
| | 593,296 |
| | (2,087 | ) |
| Total | $ | 2,030,372 |
| | $ | (6,869 | ) | | $ | 357,156 |
| | $ | (519 | ) | $ | 551,404 |
| | $ | (8,101 | ) | | $ | 2,010,339 |
| | $ | (7,862 | ) |
There were 914369 securities and 213894 securities in an unrealized loss position for less than twelve months at November 27, 201530, 2018 and at November 28, 2014December 1, 2017, respectively.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category, that were in a continuous unrealized loss position for more than twelve months, as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 (in thousands):
| | | | 2015 | | 2014 | 2018 | | 2017 |
| | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Corporate bonds and commercial paper | $ | 30,218 |
| | $ | (233 | ) | | $ | 8,636 |
| | $ | (66 | ) | |
| Corporate debt securities | | $ | 969,701 |
| | $ | (16,730 | ) | | $ | 500,689 |
| | $ | (4,666 | ) |
| Asset-backed securities | | 34,812 |
| | (313 | ) | | 32,383 |
| | (210 | ) |
| Municipal securities | 1,300 |
| | (1 | ) | | — |
| | — |
| 11,532 |
| | (205 | ) | | 598 |
| | (17 | ) |
| U.S. Treasury and agency securities | — |
| | — |
| | 5,884 |
| | (28 | ) | |
| Foreign government securities | | 4,154 |
| | (24 | ) | | — |
| | — |
|
| U.S. Treasury securities | | — |
| | — |
| | 338,950 |
| | (1,465 | ) |
| Total | $ | 31,518 |
| | $ | (234 | ) | | $ | 14,520 |
| | $ | (94 | ) | $ | 1,020,199 |
| | $ | (17,272 | ) | | $ | 872,620 |
| | $ | (6,358 | ) |
There were fifteen577 securities and eight360 securities in an unrealized loss position for more than twelve months at November 27, 201530, 2018 and at November 28, 2014,December 1, 2017, respectively.
The following table summarizes the cost and estimated fair value of short-term fixed income securities classified as short-term investments based on stated effective maturities as of November 27, 201530, 2018 (in thousands):
| | | | Amortized Cost | | Estimated Fair Value | Amortized Cost | | Estimated Fair Value |
| Due within one year | $ | 853,041 |
| | $ | 853,007 |
| $ | 615,867 |
| | $ | 612,104 |
|
| Due between one and two years | 1,205,254 |
| | 1,202,586 |
| 574,554 |
| | 564,199 |
|
| Due between two and three years | 773,150 |
| | 771,332 |
| 289,033 |
| | 282,144 |
|
| Due after three years | 284,610 |
| | 284,599 |
| 132,061 |
| | 127,740 |
|
| Total | $ | 3,116,055 |
| | $ | 3,111,524 |
| $ | 1,611,515 |
| | $ | 1,586,187 |
|
We review our debt and marketable equity securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We consider factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not we will be required to sell the investment before recovery of the
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
investment’s amortized cost basis. If we believe that an other-than-temporary decline exists in one of these securities, we write down these investments to fair value. For debt securities, the portion of the write-down related to credit loss would be recorded to interest and other income, net in our Consolidated Statements of Income. Any portion not related to credit loss would be recorded to accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders’ equity in our Consolidated Balance Sheets. For equity securities, the write-down would be recorded to investment gains (losses), net in our Consolidated Statements of Income. During fiscal 2015, 20142018 and 2013,2017, we did not consider any of our investments to be other-than-temporarily impaired.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4. FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
We measure certain financial assets and liabilities at fair value on a recurring basis. There have been no transfers between fair value measurement levels during the year ended November 27, 2015.30, 2018.
The fair value of our financial assets and liabilities at November 27, 201530, 2018 was determined using the following inputs (in thousands):
| | | | Fair Value Measurements at Reporting Date Using | Fair Value Measurements at Reporting Date Using |
| | | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs | | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs |
| | Total | | (Level 1) | | (Level 2) | | (Level 3) | Total | | (Level 1) | | (Level 2) | | (Level 3) |
| Assets: | | | | | | | | | | | | | | |
| Cash equivalents: | | | | | | | | | | | | | | |
| Money market mutual funds | $ | 482,479 |
| | $ | 482,479 |
| | $ | — |
| | $ | — |
| $ | 1,234,188 |
| | $ | 1,234,188 |
| | $ | — |
| | $ | — |
|
| Municipal securities | 1,849 |
| | — |
| | 1,849 |
| | — |
| |
| Time deposits | 13,461 |
| | 13,461 |
| | — |
| | — |
| 40,023 |
| | 40,023 |
| | — |
| | — |
|
| U.S. Treasury securities | 26,400 |
| | — |
| | 26,400 |
| | — |
| |
| Short-term investments: | | | | | | | | | | | | | | |
| Corporate bonds and commercial paper | 1,886,914 |
| | — |
| | 1,886,914 |
| | — |
| |
| Asset-backed securities | 83,314 |
| | — |
| | 83,314 |
| | — |
| 41,508 |
| | — |
| | 41,508 |
| | — |
|
| Corporate debt securities | | 1,522,208 |
| | — |
| | 1,522,208 |
| | — |
|
| Foreign government securities | 1,268 |
| | — |
| | 1,268 |
| | — |
| 4,155 |
| | — |
| | 4,155 |
| | — |
|
| Municipal securities | 137,332 |
| | — |
| | 137,332 |
| | — |
| 18,316 |
| | — |
| | 18,316 |
| | — |
|
| U.S. agency securities | 130,468 |
| | — |
| | 130,468 |
| | — |
| |
| U.S. Treasury securities | 872,228 |
| | — |
| | 872,228 |
| | — |
| |
| Prepaid expenses and other current assets: | | | |
| | |
| | |
| | | |
| | |
| | |
|
| Foreign currency derivatives | 19,126 |
| | — |
| | 19,126 |
| | — |
| 44,259 |
| | — |
| | 44,259 |
| | — |
|
| Other assets: | | | |
| | |
| | |
| | | |
| | |
| | |
|
| Deferred compensation plan assets | 32,063 |
| | 971 |
| | 31,092 |
| | — |
| 68,988 |
| | 3,895 |
| | 65,093 |
| | — |
|
| Interest rate swap derivatives | 19,821 |
| | — |
| | 19,821 |
| | — |
| |
| Total assets | $ | 3,706,723 |
| | $ | 496,911 |
| | $ | 3,209,812 |
| | $ | — |
| $ | 2,973,645 |
| | $ | 1,278,106 |
| | $ | 1,695,539 |
| | $ | — |
|
| | | Liabilities: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
|
| Accrued expenses: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
|
| Foreign currency derivatives | $ | 2,154 |
| | $ | — |
| | $ | 2,154 |
| | $ | — |
| $ | 816 |
| | $ | — |
| | $ | 816 |
| | $ | — |
|
| Other liabilities: | | | | | | | | |
| Interest rate swap derivatives | | 9,744 |
| | — |
| | 9,744 |
| | — |
|
| Total liabilities | $ | 2,154 |
| | $ | — |
| | $ | 2,154 |
| | $ | — |
| $ | 10,560 |
| | $ | — |
| | $ | 10,560 |
| | $ | — |
|
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of our financial assets and liabilities at November 28, 2014December 1, 2017 was determined using the following inputs (in thousands):
| | | | Fair Value Measurements at Reporting Date Using | Fair Value Measurements at Reporting Date Using |
| | | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs | | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs |
| | Total | | (Level 1) | | (Level 2) | | (Level 3) | Total | | (Level 1) | | (Level 2) | | (Level 3) |
| Assets: | | | | | | | | | | | | | | |
| Cash equivalents: | | | | | | | | | | | | | | |
| Money market mutual funds | $ | 705,978 |
| | $ | 705,978 |
| | $ | — |
| | $ | — |
| $ | 2,006,741 |
| | $ | 2,006,741 |
| | $ | — |
| | $ | — |
|
| Time deposits | 63,139 |
| | 63,139 |
| | — |
| | — |
| 18,843 |
| | 18,843 |
| | — |
| | — |
|
| Short-term investments: | |
| | | | | | | |
| | | | | | |
| Corporate bonds and commercial paper | 1,519,376 |
| | — |
| | 1,519,376 |
| | — |
| |
| Asset-backed securities | | 98,001 |
| | — |
| | 98,001 |
| | — |
|
| Corporate debt securities | | 2,454,260 |
| | — |
| | 2,454,260 |
| | — |
|
| Foreign government securities | 4,511 |
| | — |
| | 4,511 |
| | — |
| 2,388 |
| | — |
| | 2,388 |
| | — |
|
| Marketable equity securities | 491 |
| | 491 |
| | — |
| | — |
| |
| Municipal securities | 175,201 |
| | — |
| | 175,201 |
| | — |
| 21,065 |
| | — |
| | 21,065 |
| | — |
|
| U.S. agency securities | 498,385 |
| | — |
| | 498,385 |
| | — |
| |
| U.S. Treasury securities | 424,127 |
| | — |
| | 424,127 |
| | — |
| 937,988 |
| | — |
| | 937,988 |
| | — |
|
| Prepaid expenses and other current assets: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
|
| Foreign currency derivatives | 32,991 |
| | — |
| | 32,991 |
| | — |
| 14,198 |
| | — |
| | 14,198 |
| | — |
|
| Other assets: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
|
| Deferred compensation plan assets | 25,745 |
| | 549 |
| | 25,196 |
| | — |
| 56,690 |
| | 2,573 |
| | 54,117 |
| | — |
|
| Interest rate swap derivatives | 14,268 |
| | — |
| | 14,268 |
| | — |
| |
| Total assets | $ | 3,464,212 |
| | $ | 770,157 |
| | $ | 2,694,055 |
| | $ | — |
| $ | 5,610,174 |
| | $ | 2,028,157 |
| | $ | 3,582,017 |
| | $ | — |
|
| | | Liabilities: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
|
| Accrued expenses: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
|
| Foreign currency derivatives | $ | 663 |
| | $ | — |
| | $ | 663 |
| | $ | — |
| $ | 1,598 |
| | $ | — |
| | $ | 1,598 |
| | $ | — |
|
| Other liabilities: | | | | | | | | |
| Interest rate swap derivatives | | 1,058 |
| | — |
| | 1,058 |
| | — |
|
| Total liabilities | $ | 663 |
| | $ | — |
| | $ | 663 |
| | $ | — |
| $ | 2,656 |
| | $ | — |
| | $ | 2,656 |
| | $ | — |
|
Our fixed income available-for-sale debt securities consist of high quality, investment grade securities from diverse issuers with a minimum credit rating of BBB and a weighted average credit rating of AA-.A+. We value these securities based on pricing from independent pricing vendors who may 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 (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. However, wevalue, including benchmark yields, issuer spreads off benchmark yields, interest rates and U.S. Treasury or swap curves. We therefore classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments and derivatives having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques. Our2. We perform routine procedures include controls to ensure that appropriate fair values are recorded such as comparing prices obtained from multiple independent sources. sources to ensure that appropriate fair values are recorded.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair values of our money market mutual funds and time deposits are based on the closing price of these assets as of the reporting date. We classify our money market mutual funds and time deposits as Level 1.
Our Level 2 over-the-counter foreign currency and interest rate swap 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 deferred compensation plan assets consist of prime money market mutual funds and other mutual funds.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
We also have direct investments in privately held companies accounted for under the cost and equity method, which are periodically assessed for other-than-temporary impairment. If we determine that an other-than-temporary impairment has occurred, we write
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
down the investment to its fair value. We estimate fair value of our cost and equity method investments considering available information such as pricing in recent rounds of financing, current cash positions, earnings and cash flow forecasts, recent operational performance and any other readily available market data. During fiscal 20152018 and 2014,2017, we determined there were no other-than-temporary impairments on our cost and equity method investments.
As of November 27, 2015, the carrying value During fiscal 2016, we determined there were immaterial other-than-temporary impairments on certain of our lease receivables approximatedcost method investments and wrote down the investments to fair value, based on Level 2 valuation inputs which include Treasury rates, London Interbank Offered Rate (“LIBOR”) interest rates and applicable credit spreads. See Note 15 for further details regarding our investment in lease receivables.value.NOTE 5. DERIVATIVES AND HEDGING ACTIVITIES
Hedge Accounting and Hedging Programs
We recognize derivative instruments and hedging activities 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.
We evaluate hedge effectiveness at the inception of the hedge prospectively as well as retrospectively, and record any ineffective portion of the hedging instruments in interest and other income (expense), net on our Consolidated Statements of Income. The net gain (loss) recognized in interest and other income (expense), net for cash flow hedges due to hedge ineffectiveness was insignificant for all fiscal years presented. The time value of purchased contracts is recorded in interest and other income (expense), net in our Consolidated Statements of Income.
The bank counterparties to these contracts expose us to credit-related losses in the event of their nonperformance which are largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair value of certain financial instruments fluctuates from contractually established thresholds. In addition, we enter into master netting arrangements which have the ability to further limit credit-related losses with the same counterparty by permitting net settlement of transactions. Our hedging policy also establishes maximum limits for each counterparty to mitigate any concentration of risk.
Fair Value Hedging—Hedges of Interest Rate Risks
During the third quarter of fiscal 2014, we entered into interest rate swaps designated as a fair value hedge related to our $900 million of 4.75% fixed interest rate senior notes due February 1, 2020 (the “2020 Notes”). In effect, the interest rate swaps convert the fixed interest rate on our 2020 Notes to a floating interest rate based on the LIBOR. Under the terms of the swaps, we will pay monthly interest at the one-month LIBOR rate plus a fixed number of basis points on the $900 million notional amount through February 1, 2020. In exchange, we will receive 4.75% fixed rate interest from the swap counterparties. See Note 16 for further details regarding our debt.The interest rate swaps are accounted for as fair value hedges and substantially offset the changes in fair value of the hedged portion of the underlying debt that are attributable to the changes in market risk. Therefore, the gains and losses related to changes in the fair value of the interest rate swaps are included in interest and other income (expense), net in our Consolidated Statements of Income. The fair value of the interest rate swaps is reflected in other assets in our Consolidated Balance Sheets.
Cash Flow Hedging—Hedges of Forecasted Foreign Currency Revenue and Interest Rate Risks
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 or forward contracts to hedge certain cash flow exposures resulting from changes in these foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities of up to twelve months. We enter into these foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenue in the normal course of business and accordingly, they are not speculative in nature.
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
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the intrinsic value of these cash flow hedges in accumulated other comprehensive income in our Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction occurs, we reclassify the related gain or loss on the cash flow hedge to revenue. 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 to interest and other income (expense), net in our Consolidated Statements of Income at that time. 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 interest and other income (expense), net in our Consolidated Statements of Income.
In December 2014, prior to issuing new long-term fixed rate debt, we entered into an interest rate lock agreement on a notional amount of $600 million to hedge against the variability of future interest payments due to changes in the benchmark interest rate. This instrument was designated as a cash flow hedge. Upon issuance of our $1 billion of 3.25% senior notes due February 1, 2025 (the “2025 Notes”) in January 2015, we terminated the instrument and incurred a loss of $16.2 million. This loss was recorded in the stockholders’ equity section in our Consolidated Balance Sheets in accumulated other comprehensive income and will be reclassified to interest expense over a ten-year term consistent with the impact of the hedged item. See Note 16 for further details regarding our debt.
For fiscal 2015, there were no net gains or losses recognized in other income relating to hedges of forecasted transactions that did not occur. In fiscal 2014 and 2013 these net gains or losses were insignificant.
Balance Sheet Hedging—Hedges of Foreign Currency Assets and Liabilities
We also hedge our net recognized foreign currency denominated assets and liabilities with foreign exchange forward contracts to reduce the risk that the value of these assets and liabilities will be adversely affected by changes in exchange rates. These contracts hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value with changes in the fair value recorded to interest and other income (expense), net in our Consolidated Statements of Income. These contracts do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged.
As of November 27, 2015,30, 2018, total notional amounts of outstanding contracts were $228.3$427.9 million which included the notional equivalent of $75.8$158.8 million in Euros, $44.3$51.5 million in British Pounds, $37.8 million in Australian Dollars, $28.8$77.2 million in Japanese Yen, $50.7 million in Indian Rupees, and $41.6$89.7 million in other foreign currencies. As of November 28, 2014,December 1, 2017, total notional amounts of outstanding contracts were $235.5$333.9 million which included the notional equivalent of $137.2$105.0 million in Euros, $30.9$34.6 million in British Pounds, $45.4
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
million in Japanese Yen, $78.0 million in Indian Rupees, and $67.4$70.9 million in other foreign currencies. At November 27, 201530, 2018 and November 28, 2014,December 1, 2017, the outstanding balance sheet hedging derivatives had maturities of 180 days or less.
Cash Flow Hedging—Hedges of Forecasted Foreign Currency Revenue
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 or forward contracts to hedge certain cash flow exposures resulting from changes in these foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities of up to twelve months. We enter into these foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenue in the normal course of business and accordingly, they are not speculative in nature.
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 the intrinsic 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 occurs, we reclassify the related gain or loss on the cash flow hedge to revenue. 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 interest and other income (expense), net in our Consolidated Statements of Income at that time. 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 interest and other income (expense), net in our Consolidated Statements of Income.
For fiscal 2018, 2017, and 2016, there were no net gains or losses recognized in other income relating to hedges of forecasted transactions that did not occur.
Fair Value Hedging—Hedges of Interest Rate Risks
During the third quarter of fiscal 2014, we entered into interest rate swaps designated as a fair value hedge related to our $900 million of 4.75% fixed interest rate senior notes due February 1, 2020 (the “2020 Notes”). In effect, the interest rate swaps convert the fixed interest rate on our 2020 Notes to a floating interest rate based on the London Interbank Offered Rate (“LIBOR”). Under the terms of the swaps, we will pay monthly interest at the one-month LIBOR rate plus a fixed number of basis points on the $900 million notional amount through February 1, 2020. In exchange, we will receive 4.75% fixed rate interest from the swap counterparties. See Note 15 for further details regarding our debt. The interest rate swaps are accounted for as fair value hedges and substantially offset the changes in fair value of the hedged portion of the underlying debt that are attributable to the changes in market risk. Therefore, the gains and losses related to changes in the fair value of the interest rate swaps are included in interest and other income (expense), net in our Consolidated Statements of Income. The fair value of the interest rate swaps is reflected in other liabilities or other assets in our Consolidated Balance Sheets.
The fair value of derivative instruments on our Consolidated Balance Sheets as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 were as follows (in thousands):
| | | | 2015 | | 2014 | 2018 | | 2017 |
| | Fair Value Asset Derivatives | | Fair Value Liability Derivatives | | Fair Value Asset Derivatives | | Fair Value Liability Derivatives | 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 (1)(3) | $ | 16,979 |
| | $ | — |
| | $ | 31,275 |
| | $ | — |
| |
Foreign exchange option contracts (1)(2) | | $ | 40,191 |
| | $ | — |
| | $ | 12,918 |
| | $ | — |
|
Interest rate swap (2)(3) | 19,821 |
| | — |
| | 14,268 |
| | — |
| — |
| | 9,744 |
| | — |
| | 1,058 |
|
| Derivatives not designated as hedging instruments: | | | | | | | | | | | | | | |
Foreign exchange forward contracts (1) | 2,147 |
| | 2,154 |
| | 1,716 |
| | 663 |
| 4,068 |
| | 816 |
| | 1,280 |
| | 1,598 |
|
| Total derivatives | $ | 38,947 |
| | $ | 2,154 |
| | $ | 47,259 |
| | $ | 663 |
| $ | 44,259 |
| | $ | 10,560 |
| | $ | 14,198 |
| | $ | 2,656 |
|
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
_________________________________________
| |
(1) | Included in prepaid expenses and other current assets and accrued expenses for asset derivatives and liability derivatives, respectively, on our Consolidated Balance Sheets. |
| |
(2) | Included in other assets on our Consolidated Balance Sheets. |
| |
(3)
| Hedging effectiveness expected to be recognized to income within the next twelve months. |
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
(3) | Included in other liabilities on our Consolidated Balance Sheets. |
The effect of foreign currency derivative instruments designated as cash flow hedges and of foreign currency derivative instruments not designated as hedges in our Consolidated Statements of Income for fiscal 20152018, 20142017 and 20132016 were as follows (in thousands):
| | | | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
| | Foreign Exchange Option Contracts | | Foreign Exchange Forward Contracts | | Foreign Exchange Option Contracts | | Foreign Exchange Forward Contracts | | Foreign Exchange Option Contracts | | Foreign Exchange Forward Contracts | Foreign Exchange Option Contracts | | Foreign Exchange Forward Contracts | | Foreign Exchange Option Contracts | | Foreign Exchange Forward Contracts | | Foreign Exchange Option Contracts | | Foreign Exchange Forward Contracts |
| Derivatives in cash flow hedging relationships: | | | | | | | | | | | | | | | | | | | | | | |
Net gain (loss) recognized in other comprehensive income, net of tax(1) | $ | 39,825 |
| | $ | — |
| | $ | 41,993 |
| | $ | — |
| | $ | 34,677 |
| | $ | — |
| $ | 74,080 |
| | $ | — |
| | $ | 6,917 |
| | $ | — |
| | $ | 36,511 |
| | $ | — |
|
Net gain (loss) reclassified from accumulated other comprehensive income into income, net of tax(2) | $ | 56,336 |
| | $ | — |
| | $ | 18,705 |
| | $ | — |
| | $ | 35,914 |
| | $ | — |
| $ | 48,647 |
| | $ | — |
| | $ | 32,852 |
| | $ | — |
| | $ | 18,823 |
| | $ | — |
|
Net gain (loss) recognized in income(3) | $ | (17,423 | ) | | $ | — |
| | $ | (14,962 | ) | | $ | — |
| | $ | (21,098 | ) | | $ | — |
| $ | (41,179 | ) | | $ | — |
| | $ | (30,243 | ) | | $ | — |
| | $ | (29,169 | ) | | $ | — |
|
| Derivatives not designated as hedging relationships: | | | | | | | | | | | | | | | | | | | | | | |
Net gain (loss) recognized in income(4) | $ | — |
| | $ | 4,430 |
| | $ | — |
| | $ | 466 |
| | $ | — |
| | $ | 2,129 |
| $ | — |
| | $ | 1,529 |
| | $ | — |
| | $ | 6,586 |
| | $ | — |
| | $ | (1,308 | ) |
_________________________________________
| |
(1) | Net change in the fair value of the effective portion classified in other comprehensive income.income (“OCI”). |
| |
(2) | Effective portion classified as revenue. |
| |
(3) | Ineffective portion and amount excluded from effectiveness testing classified in interest and other income (expense), net. |
| |
(4) | Classified in interest and other income (expense), net. |
Net gains (losses) recognized in interest and other income (expense), net relating to balance sheet hedging for fiscal 20152018, 20142017 and 20132016 were as follows (in thousands):
|
| | | | | | | | | | | | |
| | | 2015 | | 2014 | | 2013 |
| Gain (loss) on foreign currency assets and liabilities: | | | | | | |
| Net realized gain (loss) recognized in other income | | $ | (10,952 | ) | | $ | (21,559 | ) | | $ | (4,783 | ) |
| Net unrealized gain (loss) recognized in other income | | 3,815 |
| | 17,217 |
| | 2,751 |
|
| | | (7,137 | ) | | (4,342 | ) | | (2,032 | ) |
| Gain (loss) on hedges of foreign currency assets and liabilities: | | | | | | |
| Net realized gain recognized in other income | | 5,490 |
| | 1,324 |
| | 1,835 |
|
| Net unrealized gain (loss) recognized in other income | | (1,060 | ) | | (858 | ) | | 294 |
|
| | | 4,430 |
| | 466 |
| | 2,129 |
|
| Net gain (loss) recognized in interest and other income (expense), net | | $ | (2,707 | ) | | $ | (3,876 | ) | | $ | 97 |
|
Table of Contents |
| | | | | | | | | | | | |
| | | 2018 | | 2017 | | 2016 |
| Gain (loss) on foreign currency assets and liabilities: | | | | | | |
| Net realized gain (loss) recognized in other income | | $ | 882 |
| | $ | (6,142 | ) | | $ | 832 |
|
| Net unrealized gain (loss) recognized in other income | | (3,843 | ) | | (907 | ) | | (6,070 | ) |
| | | (2,961 | ) | | (7,049 | ) | | (5,238 | ) |
| Gain (loss) on hedges of foreign currency assets and liabilities: | | | | | | |
| Net realized gain (loss) recognized in other income | | (2,042 | ) | | 5,415 |
| | 174 |
|
| Net unrealized gain (loss) recognized in other income | | 3,571 |
| | 1,171 |
| | (1,482 | ) |
| | | 1,529 |
| | 6,586 |
| | (1,308 | ) |
| Net gain (loss) recognized in interest and other income (expense), net | | $ | (1,432 | ) | | $ | (463 | ) | | $ | (6,546 | ) |
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6. PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 (in thousands):
| | | | | 2015 | | 2014 | | 2018 | | 2017 |
| Computers and equipment | | $ | 940,057 |
| | $ | 855,218 |
| | $ | 1,239,033 |
| | $ | 1,128,264 |
|
| Furniture and fixtures | | 89,434 |
| | 82,385 |
| | 121,206 |
| | 115,273 |
|
| Server hardware under capital lease | | — |
| | 25,703 |
| |
| Capital projects in-progress | | 12,394 |
| | 68,652 |
| | 23,026 |
| | 5,575 |
|
| Leasehold improvements | | 247,535 |
| | 240,506 |
| | 181,990 |
| | 120,165 |
|
| Land | | 70,728 |
| | 106,283 |
| | 145,065 |
| | 77,723 |
|
| Buildings | | 398,468 |
| | 320,410 |
| | 485,024 |
| | 490,665 |
|
| Building improvements | | | 285,564 |
| | 265,829 |
|
| Total | | 1,758,616 |
| | 1,699,157 |
| | 2,480,908 |
| | 2,203,494 |
|
| Less accumulated depreciation and amortization | | (971,195 | ) | | (914,034 | ) | | (1,405,836 | ) | | (1,266,518 | ) |
| Property and equipment, net | | $ | 787,421 |
| | $ | 785,123 |
| | $ | 1,075,072 |
| | $ | 936,976 |
|
Depreciation and amortization expense of property and equipment for fiscal 2015, 20142018, 2017 and 20132016 was $146.3$157.1 million, $144.2$156.9 million and $144.7$157.6 million, respectively.
In the second quarter of fiscal 2015, management approved a plan to sell land and an unoccupied building located in San Jose, California. The total carrying value of the property assets was $36.3 million which mostly pertained to the land. The decision to sell these property assets was largely based upon a general lack of operational needs for the building and land, and recent improvements in market conditions for commercial real estate in the area. We began to actively market the assets during the second quarter of fiscal 2015 and finalized the sale of these assets on September 23, 2015 for total proceeds of $57.8 million. The gain on the sale of the property assets was included in interest and other income (expense), net in our Consolidated Statements of Income.
In August 2014,March 2017, we exercised our option to purchase the East and West Towers of our corporate headquarter officesAlmaden Tower for a total purchase price of $143.2 million.$103.6 million. We capitalized the East and West TowersAlmaden Tower as property and equipment on our Consolidated Balance Sheets at $144.1$104.2 million, the lesser of cost or fair value, which represented the total purchase price plus other direct costs associated with the purchase. These buildings are depreciated over their useful life of 40 years on a straight-line basis.
NOTE 7. GOODWILL AND PURCHASED AND OTHER INTANGIBLES
Goodwill by reportable segment and activity for the years ended November 27, 201530, 2018 and November 28, 2014December 1, 2017 was as follows (in thousands):
| | | | | 2013 | | Acquisitions | | Other(1) | | 2014 | | Acquisitions | | Other(1) | | 2015 | | 2016 | | Acquisitions | | Other(1) | | 2017 | | Acquisitions | | Other(1) | | 2018 |
| Digital Media | | $ | 2,049,726 |
| | $ | 12,510 |
| | $ | (4,838 | ) | | $ | 2,057,398 |
| | $ | 747,964 |
| | $ | (9,060 | ) | | $ | 2,796,302 |
| | $ | 2,796,590 |
| | $ | — |
| | $ | 4,501 |
| | $ | 2,801,091 |
| | $ | — |
| | $ | (2,481 | ) | | $ | 2,798,610 |
|
| Digital Marketing | | 2,463,828 |
| | — |
| | (57,687 | ) | | 2,406,141 |
| | — |
| | (93,983 | ) | | 2,312,158 |
| |
| Print and Publishing | | 258,427 |
| | — |
| | (4 | ) | | 258,423 |
| | — |
| | (2 | ) | | 258,421 |
| |
| Digital Experience | | | 2,351,462 |
| | 348,352 |
| | 62,232 |
| | 2,762,046 |
| | 4,791,216 |
| | (29,246 | ) | | 7,524,016 |
|
| Publishing | | | 258,422 |
| | — |
| | 2 |
| | 258,424 |
| | — |
| | (2 | ) | | 258,422 |
|
| Goodwill | | $ | 4,771,981 |
| | $ | 12,510 |
| | $ | (62,529 | ) | | $ | 4,721,962 |
| | $ | 747,964 |
| | $ | (103,045 | ) | | $ | 5,366,881 |
| | $ | 5,406,474 |
| | $ | 348,352 |
| | $ | 66,735 |
| | $ | 5,821,561 |
| | $ | 4,791,216 |
| | $ | (31,729 | ) | | $ | 10,581,048 |
|
_________________________________________
| |
(1) | Amounts primarily consist of foreign currency translation adjustments. |
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Purchased and other intangible assets by reportable segment as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 were as follows (in thousands):
| | | | | 2015 | | 2014 | | 2018 | | 2017 |
| Digital Media | | $ | 291,779 |
| | $ | 147,182 |
| | $ | 408,602 |
| | $ | 128,243 |
|
| Digital Marketing | | 218,054 |
| | 321,086 |
| |
| Print and Publishing | | 174 |
| | 1,394 |
| |
| Digital Experience | | | 1,660,396 |
| | 257,408 |
|
| Publishing | | | 3 |
| | 7 |
|
| Purchased and other intangible assets, net | | $ | 510,007 |
| | $ | 469,662 |
| | $ | 2,069,001 |
| | $ | 385,658 |
|
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Purchased and other intangible assets subject to amortization as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 were as follows (in thousands):
| | | | 2015 | | 2014 | 2018 | | 2017 |
| | Cost | | Accumulated Amortization | | Net | | Cost | | Accumulated Amortization | | Net | Cost | | Accumulated Amortization | | Net | | Cost | | Accumulated Amortization | | Net |
| Purchased technology | $ | 199,053 |
| | $ | (104,704 | ) | | $ | 94,349 |
| | $ | 405,208 |
| | $ | (264,697 | ) | | $ | 140,511 |
| $ | 750,286 |
| | $ | (118,812 | ) | | $ | 631,474 |
| | $ | 223,252 |
| | $ | (110,433 | ) | | $ | 112,819 |
|
| Customer contracts and relationships | $ | 506,639 |
| | $ | (204,578 | ) | | $ | 302,061 |
| | $ | 376,994 |
| | $ | (143,330 | ) | | $ | 233,664 |
| $ | 1,329,432 |
| | $ | (416,176 | ) | | $ | 913,256 |
| | $ | 577,484 |
| | $ | (356,613 | ) | | $ | 220,871 |
|
| Trademarks | 81,219 |
| | (41,175 | ) | | 40,044 |
| | 67,268 |
| | (36,516 | ) | | 30,752 |
| 384,855 |
| | (25,968 | ) | | 358,887 |
| | 76,255 |
| | (56,094 | ) | | 20,161 |
|
| Acquired rights to use technology | 144,202 |
| | (100,278 | ) | | 43,924 |
| | 148,836 |
| | (86,258 | ) | | 62,578 |
| 58,966 |
| | (48,770 | ) | | 10,196 |
| | 71,130 |
| | (54,223 | ) | | 16,907 |
|
| Localization | 1,500 |
| | (358 | ) | | 1,142 |
| | 549 |
| | (382 | ) | | 167 |
| |
| Backlog | | 147,300 |
| | (13,299 | ) | | 134,001 |
| | 4,813 |
| | (3,037 | ) | | 1,776 |
|
| Other intangibles | 36,280 |
| | (7,793 | ) | | 28,487 |
| | 3,163 |
| | (1,173 | ) | | 1,990 |
| 51,096 |
| | (29,909 | ) | | 21,187 |
| | 34,483 |
| | (21,359 | ) | | 13,124 |
|
| Total other intangible assets | $ | 769,840 |
| | $ | (354,182 | ) | | $ | 415,658 |
| | $ | 596,810 |
| | $ | (267,659 | ) | | $ | 329,151 |
| $ | 1,971,649 |
| | $ | (534,122 | ) | | $ | 1,437,527 |
| | $ | 764,165 |
| | $ | (491,326 | ) | | $ | 272,839 |
|
Purchased and other intangible
assets, net | $ | 968,893 |
| | $ | (458,886 | ) | | $ | 510,007 |
| | $ | 1,002,018 |
| | $ | (532,356 | ) | | $ | 469,662 |
| $ | 2,721,935 |
| | $ | (652,934 | ) | | $ | 2,069,001 |
| | $ | 987,417 |
| | $ | (601,759 | ) | | $ | 385,658 |
|
In fiscal 2015,2018 and 2017, certain purchased intangibles associated with our acquisitions of Omniture, Efficient Frontier and Day Software Holding AG became fully amortized and were removed from the Consolidated Balance Sheets. In fiscal 2014, certain purchased intangibles associated with our acquisitions of Efficient Frontier and Day Software Holding AGin prior years became fully amortized and were removed from the Consolidated Balance Sheets.
Amortization expense related to purchased and other intangible assets was $174.5$182.6 million, $153.6 million, and $152.7$152.4 million for fiscal 20152018, 2017 and 2014,2016 respectively. Of these amounts, $104.4$91.3 million, $76.1 million, and $100.2$71.1 million were included in cost of sales for fiscal 20152018, 2017 and 2014,2016 respectively.
In fiscal 2013, we acquired rights to use certain technology for $51.8 million, of which $26.5 million was related to historical use of licensing rights and was expensed as cost of product revenue. Excluding the expense associated with historical use of the acquired rights to use the technology, amortization expense was $156.9 million, of which $105.7 million was included in cost of sales for fiscal 2013.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Purchased and other intangible assets are amortized over their estimated useful lives of 1 to 14 years. As of November 27, 201530, 2018, we expect amortization expense in future periods to be as follows (in thousands):
| | | Fiscal Year | | Purchased Technology | | Other Intangible Assets | | Purchased Technology (*) | | Other Intangible Assets |
| 2016 | $ | 30,745 |
| | $ | 108,716 |
| |
| 2017 | 23,401 |
| | 97,822 |
| |
| 2018 | 16,431 |
| | 87,028 |
| |
| 2019 | 2019 | 9,794 |
| | 60,499 |
| 2019 | $ | 114,445 |
| | $ | 270,588 |
|
| 2020 | 2020 | 7,584 |
| | 30,412 |
| 2020 | 112,153 |
| | 233,064 |
|
| 2021 | | 2021 | 89,783 |
| | 146,541 |
|
| 2022 | | 2022 | 82,119 |
| | 132,188 |
|
| 2023 | | 2023 | 72,166 |
| | 132,046 |
|
| Thereafter | Thereafter | 6,394 |
| | 31,181 |
| Thereafter | 121,708 |
| | 523,100 |
|
| Total expected amortization expense | Total expected amortization expense | $ | 94,349 |
| | $ | 415,658 |
| Total expected amortization expense | $ | 592,374 |
| | $ | 1,437,527 |
|
_________________________________________
| |
(*) | Excludes $39.1 million of capitalized in-process research and development which are considered indefinite lived until the completion or abandonment of the associated research and development efforts |
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8. ACCRUED EXPENSES
Accrued expenses as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 consisted of the following (in thousands):
| | | | 2015 | | 2014 | 2018 | | 2017 |
| Accrued compensation and benefits | $ | 312,776 |
| | $ | 320,679 |
| $ | 313,874 |
| | $ | 256,862 |
|
| Accrued bonuses | | 216,007 |
| | 160,880 |
|
| Accrued media costs | | 124,849 |
| | 134,525 |
|
| Sales and marketing allowances | 66,876 |
| | 75,627 |
| 44,968 |
| | 47,389 |
|
| Accrued corporate marketing | 38,512 |
| | 28,369 |
| 66,186 |
| | 72,087 |
|
| Taxes payable | 27,996 |
| | 24,658 |
| 57,525 |
| | 49,550 |
|
| Royalties payable | 23,334 |
| | 15,073 |
| 51,529 |
| | 46,411 |
|
| Accrued interest expense | 26,538 |
| | 22,621 |
| 29,481 |
| | 25,594 |
|
| Other | 182,332 |
| | 196,839 |
| 258,766 |
| | 200,475 |
|
| Accrued expenses | $ | 678,364 |
| | $ | 683,866 |
| $ | 1,163,185 |
| | $ | 993,773 |
|
Accrued media costs primarily relate to our advertising platform offerings. We accrue for media costs related to impressions purchased from third-party ad inventory sources. Other primarily includes general corporate accruals for technical support and local and regional expenses. Other is also comprised of deferred rent related to office locations with rent escalations and foreign currency liability derivatives.
NOTE 9. INCOME TAXES
Income before income taxes for fiscal 20152018, 20142017 and 20132016 consisted of the following (in thousands): | | | | | 2015 | | 2014 | | 2013 | | 2018 | | 2017 | | 2016 |
| Domestic | | $ | 589,371 |
| | $ | 191,563 |
| | $ | 132,916 |
| | $ | 542,948 |
| | $ | 1,056,156 |
| | $ | 805,749 |
|
| Foreign | | 284,410 |
| | 169,813 |
| | 223,225 |
| | 2,250,928 |
| | 1,081,485 |
| | 629,389 |
|
| Income before income taxes | | $ | 873,781 |
| | $ | 361,376 |
| | $ | 356,141 |
| | $ | 2,793,876 |
| | $ | 2,137,641 |
| | $ | 1,435,138 |
|
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The provision for income taxes for fiscal 20152018, 20142017 and 20132016 consisted of the following (in thousands):
| | | | | 2015 | | 2014 | | 2013 | | 2018 | | 2017 | | 2016 |
| Current: | | | | | | | | | | | | |
| United States federal | | $ | 204,834 |
| | $ | 26,822 |
| | $ | (53,985 | ) | | $ | 501,272 |
| | $ | 298,802 |
| | $ | 94,396 |
|
| Foreign | | 52,125 |
| | 51,684 |
| | 65,609 |
| | 140,308 |
| | 60,962 |
| | 59,749 |
|
| State and local | | (14,975 | ) | | 4,713 |
| | 3,317 |
| | 28,612 |
| | 33,578 |
| | 15,222 |
|
| Total current | | 241,984 |
| | 83,219 |
| | 14,941 |
| | 670,192 |
| | 393,342 |
| | 169,367 |
|
| Deferred: | | |
| | |
| | |
| | |
| | |
| | |
|
| United States federal | | (31,011 | ) | | (24,090 | ) | | 24,139 |
| | (466,113 | ) | | 48,905 |
| | 33,924 |
|
| Foreign | | (9,368 | ) | | (12,895 | ) | | (6,215 | ) | | (9,734 | ) | | (4,242 | ) | | (2,751 | ) |
| State and local | | (25,511 | ) | | (6,476 | ) | | (7,328 | ) | | 8,757 |
| | 5,682 |
| | (9,287 | ) |
| Total deferred | | (65,890 | ) | | (43,461 | ) | | 10,596 |
| | (467,090 | ) | | 50,345 |
| | 21,886 |
|
| Tax expense attributable to employee stock plans | | 68,136 |
| | 53,223 |
| | 40,619 |
| | — |
| | — |
| | 75,103 |
|
| Provision for income taxes | | $ | 244,230 |
| | $ | 92,981 |
| | $ | 66,156 |
| | $ | 203,102 |
| | $ | 443,687 |
| | $ | 266,356 |
|
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
U.S. Tax Reform
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which significantly changes existing U.S. tax law and includes many provisions applicable to us, such as reducing the U.S. federal statutory tax rate, imposing a one-time transition tax on deemed repatriation of deferred foreign income, and adopting a territorial tax system. The Tax Act reduced the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. For fiscal 2018, our blended U.S. federal statutory tax rate is 22.2%. This is the result of using the tax rate of 35% for the first month of fiscal 2018 and the reduced tax rate of 21% for the remaining eleven months of fiscal 2018. The Tax Act also required us to incur a one-time transition tax on deferred foreign income not previously subject to U.S. income tax at a rate of 15.5% for foreign cash and certain other net current assets, and 8% on the remaining income, in each case reduced by certain foreign tax credits. The Tax Act also includes a provision to tax global intangible low-taxed income of foreign subsidiaries, a special tax deduction for foreign-derived intangible income, and a base erosion anti-abuse tax measure that may tax certain payments between a U.S. corporation and its subsidiaries. These additional provisions of the Tax Act will be effective for us beginning December 1, 2018.
During fiscal 2018, we recorded tax charges for the impact of the Tax Act effects using the current available information and technical guidance on the interpretations of the Tax Act. As permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, we recorded provisional estimates and have subsequently finalized our accounting analysis based on the guidance, interpretations, and data available as of November 30, 2018. Adjustments made in the fourth quarter of fiscal 2018 upon finalization of our accounting analysis were not material to our Consolidated Financial Statements.
As a result of the reduction in the federal corporate tax rate, we remeasured our deferred taxes and recorded a tax charge of $10 million based on the tax rate that is expected to apply when such deferred taxes are settled or realized in future periods. To calculate the remeasurement of deferred taxes, we estimated when the existing deferred taxes will be settled or realized.
As part of the adoption of a new territorial tax system we recorded a transition tax expense of $176 million on deferred foreign earnings, long-term income taxes payable of $504 million, other tax liabilities of $19 million, and a reduction in our deferred tax liabilities of $347 million. We intend to elect to pay the federal transition tax over a period of eight years as permitted by the Tax Act. As a result, we reclassified $40 million from long-term income taxes payable to short-term income taxes payable for the first installment payment due in fiscal 2019.
Certain international provisions introduced in the Tax Act will be effective for us in fiscal 2019. As part of these provisions, an accounting policy election is available to either account for the tax effects of certain taxes in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes. We elect to account for the tax effects of these provisions in the period that it is subject to such tax. Accordingly, we have not recorded any tax with respect to these provisions during fiscal 2018.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Reconciliation of Provision for Income Taxes
Total income tax expense differs from the expected tax expense (computed by multiplying the U.S. federal statutory rate of 22.2% in 2018 and 35% in both 2017 and 2016 by income before income taxes) as a result of the following (in thousands):
| | | | | 2015 | | 2014 | | 2013 | | 2018 | | 2017 | | 2016 |
| Computed “expected” tax expense | | $ | 305,824 |
| | $ | 126,481 |
| | $ | 124,649 |
| | $ | 620,240 |
| | $ | 748,174 |
| | $ | 502,298 |
|
| State tax expense, net of federal benefit | | (8,316 | ) | | (4,411 | ) | | (6,304 | ) | | 25,214 |
| | 25,131 |
| | 10,636 |
|
| Tax credits | | (25,967 | ) | | (1,166 | ) | | (29,087 | ) | | (110,849 | ) | | (38,000 | ) | | (48,383 | ) |
| Differences between statutory rate and foreign effective tax rate | | (90,063 | ) | | (33,769 | ) | | (39,678 | ) | | (384,393 | ) | | (215,490 | ) | | (133,778 | ) |
| Change in deferred tax asset valuation allowance | | — |
| | — |
| | 514 |
| |
| Stock-based compensation (net of tax deduction) | | 9,623 |
| | 8,688 |
| | 9,783 |
| |
| Stock-based compensation, net of tax deduction | | | (95,372 | ) | | (42,512 | ) | | 15,101 |
|
| Resolution of income tax examinations | | (17,595 | ) | | (1,896 | ) | | (8,421 | ) | | (42,432 | ) | | (31,358 | ) | | (68,003 | ) |
| Domestic manufacturing deduction benefit | | (16,800 | ) | | (6,272 | ) | | (2,929 | ) | | (13,098 | ) | | (32,200 | ) | | (26,990 | ) |
| Impacts of the U.S. Tax Act | | | 185,997 |
| | — |
| | — |
|
| Tax charge for licensing acquired company technology to foreign subsidiaries | | 80,015 |
| | — |
| | 18,935 |
| | — |
| | 24,771 |
| | 5,346 |
|
| Other, net | | 7,509 |
| | 5,326 |
| | (1,306 | ) | |
| Other | | | 17,795 |
| | 5,171 |
| | 10,129 |
|
| Provision for income taxes | | $ | 244,230 |
| | $ | 92,981 |
| | $ | 66,156 |
| | $ | 203,102 |
| | $ | 443,687 |
| | $ | 266,356 |
|
ADOBE SYSTEMS INCORPORATED
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 November 27, 201530, 2018 and November 28, 2014December 1, 2017 are presented below (in thousands):
| | | | | 2015 | | 2014 | | 2018 | | 2017 |
| Deferred tax assets: | | | | | | | | |
| Acquired technology | | $ | 9,071 |
| | $ | 9,477 |
| | $ | 9,561 |
| | $ | 4,846 |
|
| Reserves and accruals | | 33,251 |
| | 46,569 |
| | 59,100 |
| | 48,761 |
|
| Deferred revenue | | 17,110 |
| | 16,311 |
| | 37,690 |
| | 23,452 |
|
| Unrealized losses on investments | | 5,505 |
| | 6,723 |
| |
| Stock-based compensation | | 59,103 |
| | 58,501 |
| | 89,240 |
| | 74,942 |
|
| Net operating loss carryforwards of acquired companies | | 20,877 |
| | 9,082 |
| | 209,445 |
| | 44,465 |
|
| Credit carryforwards | | 57,568 |
| | 41,419 |
| | 173,748 |
| | 124,205 |
|
| Capitalized expenses | | 17,566 |
| | — |
| | 19,074 |
| | 13,428 |
|
| Benefits relating to tax positions | | 43,095 |
| | 9,540 |
| | 51,965 |
| | 33,318 |
|
| Other | | 20,648 |
| | 10,974 |
| | 37,160 |
| | 30,300 |
|
| Total gross deferred tax assets | | 283,794 |
| | 208,596 |
| | 686,983 |
| | 397,717 |
|
| Deferred tax asset valuation allowance | | (21,286 | ) | | (22,100 | ) | | (174,496 | ) | | (93,568 | ) |
| Total deferred tax assets | | 262,508 |
| | 186,496 |
| | 512,487 |
| | 304,149 |
|
| Deferred tax liabilities: | | | | | | | | |
| Depreciation and amortization | | 62,143 |
| | 73,295 |
| | 40,425 |
| | 84,064 |
|
| Undistributed earnings of foreign subsidiaries | | 249,159 |
| | 221,845 |
| | 17,556 |
| | 382,744 |
|
| Acquired intangible assets | | 159,415 |
| | 138,392 |
| | 501,208 |
| | 117,282 |
|
| Total deferred tax liabilities | | 470,717 |
| | 433,532 |
| | 559,189 |
| | 584,090 |
|
| Net deferred tax liabilities | | $ | 208,209 |
| | $ | 247,036 |
| |
| Net deferred tax liabilities: | | | $ | 46,702 |
| | $ | 279,941 |
|
TheDeferred 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 losses and tax credit carryforwards. Included in the deferred tax assets and liabilities for fiscal 20152018 and 2014 include2017 are amounts related to various acquisitions. The total change inIn assessing the realizability of deferred tax assets, and liabilities includes changesmanagement determined that are recorded to other comprehensiveit is not more likely than not that we will have sufficient taxable income additional paid-in capital, goodwill, unrecognized tax benefits and retained earnings.in
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
certain states and foreign jurisdictions to fully utilize available tax credits and other attributes. The 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.
We provide U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the United States.States or are exempted from taxation as a result of the new territorial tax system. To the extent that the foreign earnings previously treated as permanently reinvested are repatriated, the related U.S. tax liability may be reduced by any foreign income taxes paid on these earnings. As of November 27, 2015,30, 2018, the cumulative amount of earnings upon which U.S. income taxes have not been provided is approximately $3.7 billion.$275 million. The unrecognized deferred tax liability for these earnings is approximately $1.0 billion.$57.8 million.
As of November 27, 2015,30, 2018, we have net operating loss carryforwards of approximately $52.1$881.1 million for federal $16.4and $349.7 million for state, and $7.6 million for foreign.state. We also have federal, state and foreign tax credit carryforwards of approximately $55.0$8.8 million, $189.9 million and $21.8$14.9 million, respectively. The net operating loss carryforward assets and tax credits will expire in various years from fiscal 20162019 through 2034.2036. The state tax credit carryforwards and a portion of the federal net operating loss carryforwards can be carried forward indefinitely. The net operating loss carryforward assets and certain credits are reduced by the valuation allowance and are subject to an annual limitation under Internal Revenue Code Section 382, butthe carrying amount of which are expected to be fully realized.
In addition, we have been tracking certain deferred tax attributes of approximately $55.0 million which have not been recorded in the financial statements pursuant to accounting standards related to stock-based compensation. These amounts are no longer included in our gross or net deferred tax assets. Pursuant to these standards, the benefit of these deferred tax assets will be recorded to equity if and when they reduce taxes payable.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of November 27, 2015,30, 2018, a valuation allowance of $21.3$174.5 million has been established for certain deferred tax assets related to the impairment of investments and certain state and foreign assets. For fiscal 2015,2018, the total change in the valuation allowance was immaterial.$80.9 million.
Accounting for Uncertainty in Income Taxes
During fiscal 20152018 and 20142017, our aggregate changes in our total gross amount of unrecognized tax benefits are summarized as follows (in thousands):
| | | | | 2015 | | 2014 | | 2018 | | 2017 |
| Beginning balance | | $ | 148,848 |
| | $ | 136,098 |
| | $ | 172,945 |
| | $ | 178,413 |
|
| Gross increases in unrecognized tax benefits – prior year tax positions | | 3,784 |
| | 144 |
| | 16,191 |
| | 3,680 |
|
| Gross decreases in unrecognized tax benefits – prior year tax positions | | | (4,000 | ) | | (30,166 | ) |
| Gross increases in unrecognized tax benefits – current year tax positions | | 129,358 |
| | 18,877 |
| | 60,721 |
| | 24,927 |
|
| Settlements with taxing authorities | | (11,548 | ) | | (995 | ) | | — |
| | (3,876 | ) |
| Lapse of statute of limitations | | (2,687 | ) | | (1,630 | ) | | (45,922 | ) | | (8,819 | ) |
| Foreign exchange gains and losses | | (9,037 | ) | | (3,646 | ) | | (3,783 | ) | | 8,786 |
|
| Ending balance | | $ | 258,718 |
| | $ | 148,848 |
| | $ | 196,152 |
| | $ | 172,945 |
|
As of November 27, 2015, theThe combined amount of accrued interest and penalties related to tax positions taken on our tax returns were approximately $24.6 million and $23.6 million for fiscal 2018 and 2017, respectively. These amounts were included in non-currentlong-term income taxes payable was approximately $27.8 million.in their respective years.
We file income tax returns in the United States on a federal basis and in many U.S. state and foreign jurisdictions. We are subject to the continual examination of our income tax returns by the IRS and other domestic and foreign tax authorities. Our major tax jurisdictions are Ireland, California and the United States. For Ireland, California and the United States, the earliest fiscal years open for examination are 2008, 20102014 and 2010,2015, respectively. 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 the currentthese examinations. We believe such estimates to be reasonable; however, there can be no assurance that the final determination of any of these examinations will not have an adverse effect on our operating results and financial position.
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 currentshort-term and non-currentlong-term assets, liabilities and liabilities.income taxes payable. 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. Given the uncertainties described above, we can only determine a range of estimated potential decreaseseffect in underlying unrecognized tax benefits ranging from $0 to approximately $10$45 million.
NOTE 10. RESTRUCTURING
Fiscal 2014 Restructuring Plan
In the fourth quarter of fiscal 2014, in order to better align our global resources for Digital Media and Digital Marketing, we initiated a restructuring plan to vacate our Research and Development facility in China and our Sales and Marketing facility in Russia. This plan consisted of reductions of approximately 350 full-time positions and we recorded restructuring charges of approximately $21.0 million through fiscal 2015 related to ongoing termination benefits for the positions eliminated. The amount accrued for the fair value of future contractual obligations under these operating leases was insignificant. During the first quarter of fiscal 2015 we vacated both of these facilities and as of November 27, 2015 we consider the Fiscal 2014 Restructuring Plan to be substantially complete.
Other Restructuring Plans
During the past several years, we have implemented Other Restructuring Plans consisting of reductions in workforce and the consolidation of facilities to better align our resources around our business strategies. As of November 27, 2015, we considered our Other Restructuring Plans to be substantially complete. We continue to make cash outlays to settle obligations under these plans, however the current impact to our Consolidated Financial Statements is not material.
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summary of Restructuring Plans
The following table sets forth a summary of restructuring activities related to all of our restructuring plans described above during fiscal 2015 (in thousands):
|
| | | | | | | | | | | | | | | | | | | |
| | November 28,
2014 | | Costs Incurred | | Cash Payments | | Other Adjustments | | November 27,
2015 |
| Fiscal 2014 Restructuring Plan: | | | | | | | | | |
| Termination benefits | $ | 14,461 |
| | $ | 773 |
| | $ | (16,512 | ) | | $ | 1,290 |
| | $ | 12 |
|
| Cost of closing redundant facilities | 472 |
| | — |
| | (417 | ) | | (55 | ) | | — |
|
| Other Restructuring Plans: | | | | | | | | | |
| Termination benefits | 537 |
| | — |
| | (120 | ) | | (230 | ) | | 187 |
|
| Cost of closing redundant facilities | 6,844 |
| | 640 |
| | (1,130 | ) | | (1,819 | ) | | 4,535 |
|
| Total restructuring plans | $ | 22,314 |
| | $ | 1,413 |
| | $ | (18,179 | ) | | $ | (814 | ) | | $ | 4,734 |
|
Accrued restructuring charges of $4.7 million as of November 27, 2015 include $1.5 million recorded in accrued restructuring, current and $3.2 million related to long-term facilities obligations recorded in accrued restructuring, non-current on our Consolidated Balance Sheets. We expect to pay accrued termination benefits through fiscal 2016 and facilities-related liabilities under contract through fiscal 2021 of which approximately 75% will be paid through 2017.
NOTE 11.10. BENEFIT PLANS
Retirement Savings Plan
In 1987, we adopted an Employee Investment Plan, qualified under Section 401(k) of the Internal Revenue Code, which is a retirement savings plan covering substantially all of our U.S. employees, now referred to as the Adobe 401(k) Retirement Savings Plan. Under the plan, eligible employees may contribute up to 65% of their pretax or after-tax salary, subject to the Internal Revenue Service annual contribution limits. In fiscal 2015,2018, we matched 50% of the first 6% of the employee’s eligible compensation. We contributed $25.7$41.0 million, $24.8$34.3 million and $22.3$33.4 million in fiscal 2015, 20142018, 2017 and 2013,2016, respectively. Adobe isWe are under no obligation to continue matching future employee contributions and, at the Company’sour discretion, may change itsour practices at any time.
Deferred Compensation Plan
On September 21, 2006, the Board of Directors approved the Adobe Systems IncorporatedInc. Deferred Compensation Plan, effective December 2, 2006 (the “Deferred Compensation Plan”). The Deferred Compensation Plan is an unfunded, non-qualified, deferred compensation arrangement under which certain executives and members of the Board of Directors 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, bonuses, performance-based and time-based restricted stock units, and directors’ fees. 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 the election is made or vests. For cash benefit elections, distributions are made in cash and in the form of a lump sum, or annual installments over five, ten, or fifteen years. Upon termination of a participant’s employment with Adobe, such participant will receive a distributionfifteen-year annual installments. For stock benefit elections, distributions are settled in stock and in the form of a lump sum payment. All distributions will be made in cash, except for deferred performance-based and time-based restricted stock units which will be settled in stock. payment only.
As of November 27, 201530, 2018 and November 28, 2014,December 1, 2017, the invested amounts under the Deferred Compensation Plan total $32.1$69.0 million and $25.7$56.7 million,, respectively and were recorded as other assets on our Consolidated Balance Sheets. As of November 27, 201530, 2018 and November 28, 2014, $39.6December 1, 2017, $84.0 million and $31.067.2 million, respectively, was recorded as long-term liabilities to recognize undistributed deferred compensation due to employees.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12.11. 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 Unit PlansUnits
We currently grant restricted stock units to eligible employees under our 2003 Equity Incentive Plan, as amended (“2003 Plan”). In February 2015, the Executive Compensation Committee of the Board of Directors retired our remaining share reserves under the 2005 Equity Incentive Assumption Plan (“2005 Assumption Plan”). Restricted stock units granted under these plans as part of our annual review process or for promotions vest annually over three years. Other restrictedRestricted stock units granted under these plansto new hires generally vest over four years, the majority of which vest 25% annually.years. Certain grants have other vesting periods approved by our Board of Directors or an authorized committee of the Board of Directors.committee.
We grant performance awards to officers and key employees under our 2003 Plan. Performance awards granted under this plan between fiscal 2009 and fiscal 2012 vest annually over three years, and performance awards granted in fiscal 2015, 2014 and 2013Plan which cliff-vest after three years.
As of November 27, 201530, 2018, we had reserved 173.2124.5 million shares of common stock for issuance under our 2003 Plan and had 48.554.1 million shares available for grant.
Employee Stock Purchase Plan
Our 1997 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 a twenty-four monthtwenty-four-month offering period 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. The ESPP will continue until the earlier of (i) termination by the Board or (ii) the date on which all of the shares available for issuance under the plan have been issued.
As of November 27, 201530, 2018, we had reserved 93.0 million shares of our common stock for issuance under the ESPP and approximately 10.85.3 million shares remain available for future issuance.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock Option Plans
The Executive Compensation Committee of the Board of Directors eliminated the use of stock option grants for all employees in fiscal 2012. Stock option grants to non-employee directors were minimal in fiscal 2013, and in December 2013 the Board of Directors eliminated the use of option grants for directors as well.Options
The 2003 Plan allows us to grant options to all employees, including executive officers, outside consultants and non-employee directors. This plan will continue until the earlier of (i) termination by the Board or (ii) the date on which all of the shares available for issuance under the plan have been issued and restrictions on issued shares have lapsed. Option vesting periods areused in the past were generally four years and expire seven years from the effective date of grant.
We eliminated the use of stock option grants for all employees and non-employee directors but may choose to issue stock options in the future.
Performance Share Programs
On January 26, 2015, our Executive Compensation Committee approved the 2015Our 2018, 2017 and 2016 Performance Share Program, including the award calculation methodology, under the terms of our 2003 Equity Incentive Plan. Under our 2015 Performance Share Program (“2015 Program”), shares may be earned based on the achievement of an objective relative total stockholder return measured over a three-year performance period. The purpose of the 2015 Program isPrograms aim to help focus key employees on building stockholder value, provide significant award potential for achieving outstanding Company performance and enhance the ability of the Company to attract and retain highly talented and competent individuals. Performance share awards will be awarded and fully vest at the later of the three-year anniversary of the grant date on January 24, 2018 or the Executive Compensation Committee's certification of the level of achievement. Participants in the 2015 Program generally have the ability to receive up to 200% of the target number of shares originally granted.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On January 24, 2014, ourThe Executive Compensation Committee approvedof our Board of Directors approves the 2014terms of each of our Performance Share Program,Programs, including the award calculation methodology, under the terms of our 2003 Equity Incentive Plan. Under our 2014 Performance Share Program (“2014 Program”), sharesShares may be earned based on the achievement of an objective relative total stockholder return measured over a three-year performance period. The purpose of the 2014 Program is to help focus key employees on building stockholder value, provide significant award potential for achieving outstanding company performance and enhance the ability of Adobe to attract and retain highly talented and competent individuals. Performance share awards will be awarded and fully vest atupon the later of the three-year anniversary of the grant date on January 24, 2017 or the Executive Compensation Committee’sCommittee's certification of the level of achievement. Participants inachievement or the 2014three-year anniversary of each grant. Program participants generally have the ability to receive up to 200% of the target number of shares originally granted.
EffectiveOn January 24, 2013, our2018, the Executive Compensation Committee modified ourapproved the 2018 Performance Share Program, by eliminating the use of qualitative performance objectives, with 100% of shares to be earned based on the achievement of an objective relative total stockholder return measured over a three-year performance period. Performance awards were granted under the 2013 Performance Share Program (“2013 Program”) pursuant to the terms of which are similar to prior year performance share programs as discussed above.
As of November 30, 2018, the shares awarded under our 2003 Equity Incentive Plan. The purpose of the 2013 Program is2018, 2017 and 2016 Performance Share Programs are yet to align key management and senior leadership with stockholders’ interests over the long term and to retain key employees. Performance share awards will be awarded and fully vest at the later of the three-year anniversary of the grant date on January 24, 2016 or the Executive Compensation Committee's certification of the level of achievement. Participants in the 2013 Program generally have the ability to receive up to 200% of the target number of shares originally granted.achieved.
Issuance of Shares
Upon exercise of stock options, vesting of restricted stock units and performance shares, and purchases 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 exercises of stock options and vesting of restricted stock units and performance shares, we instituted a stock repurchase program. See Note 1312 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. We
Our performance share awards are required to estimate forfeituresvalued using a Monte Carlo Simulation model. The fair value of the awards are fixed at grant date and amortized over the timelonger 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.the remaining performance or service period.
We use the Black-Scholes option pricing model to determine the fair value of ESPP shares and stock options.shares. The determination of the fair value of stock-based payment awards on the date of grant using an option pricing model 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.
We estimate the expected term of options granted by calculating the average term from our historical stock option exercise experience. We estimate the volatility of our common stock by using implied volatility in market traded options. Our decision to use implied volatility was based upon the availability of actively traded options on our common stock and our assessment that implied volatility is more representative of future stock price trends than historical volatility. We base the risk-free interest rate that we use in the option valuation model on zero-coupon yields implied by U.S. Treasury issues with remaining terms similar to the expected term on the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model.
We eliminated the use of stock option grants for all employees effective fiscal 2012, and for all of the non-employee directors effective fiscal 2014.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The expected term of ESPP shares is the average of the remaining purchase periods under each offering period. The assumptions used to value employee stock purchase rights were as follows:
| | | | Fiscal Years | | | | | |
| | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
| Expected life (in years) | 0.5 - 2.0 | | 0.5 - 2.0 | | 0.5 - 2.0 | 0.5 - 2.0 | | 0.5 - 2.0 | | 0.5 - 2.0 |
| Volatility | 26 - 30% | | 26 - 28% | | 26 - 30% | 26% - 29% | | 22% - 27% | | 26 - 29% |
| Risk free interest rate | 0.11 - 0.67% | | 0.06 - 0.47% | | 0.09 - 0.34% | 1.54% - 2.52% | | 0.62% - 1.41% | | 0.37 - 1.06% |
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summary of Restricted Stock Units
Restricted stock unit activity for fiscal 20152018, 20142017 and 20132016 was as follows (in thousands):
| | | | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
| Beginning outstanding balance | 13,564 |
| | 17,948 |
| | 18,415 |
| 9,304 |
| | 8,316 |
| | 10,069 |
|
| Awarded | 4,012 |
| | 4,413 |
| | 7,236 |
| 4,012 |
| | 5,018 |
| | 4,440 |
|
| Released | (6,561 | ) | | (7,502 | ) | | (6,224 | ) | (3,988 | ) | | (3,859 | ) | | (5,471 | ) |
| Forfeited | (946 | ) | | (1,295 | ) | | (1,479 | ) | (660 | ) | | (766 | ) | | (722 | ) |
| Increase due to acquisition | | — |
| | 595 |
| | — |
|
| Ending outstanding balance | 10,069 |
| | 13,564 |
| | 17,948 |
| 8,668 |
| | 9,304 |
| | 8,316 |
|
The weighted average grant date fair values of restricted stock units granted during fiscal 2015, 20142018, 2017 and 20132016 were $75.47, $61.16$208.73, $120.33 and $39.87,$89.87, respectively. The total fair value of restricted stock units vested during fiscal 2015, 20142018, 2017 and 20132016 was $495.1$837.3 million, $457.3$472.0 million and $249.5$499.8 million, respectively.
Information regarding restricted stock units outstanding at November 27, 201530, 2018, November 28, 2014December 1, 2017 and November 29, 2013December 2, 2016 is summarized below:
| | | | Number of Shares (thousands) | | Weighted Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value(*) (millions) | Number of Shares (thousands) | | Weighted Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value(*) (millions) |
| 2015 | | | | | | |
| 2018 | | | | | | |
| Restricted stock units outstanding | 10,069 |
| | 0.93 | | $ | 928.0 |
| 8,668 |
| | 1.06 | | $ | 2,174.7 |
|
| Restricted stock units vested and expected to vest | 9,267 |
| | 0.86 | | $ | 842.9 |
| 8,049 |
| | 1.01 | | $ | 2,019.5 |
|
| 2014 | |
| | | | |
| |
| 2017 | | |
| | | | |
|
| Restricted stock units outstanding | 13,564 |
| | 0.94 | | $ | 999.4 |
| 9,304 |
| | 1.11 | | $ | 1,670.2 |
|
| Restricted stock units vested and expected to vest | 12,352 |
| | 0.87 | | $ | 903.1 |
| 8,608 |
| | 1.05 | | $ | 1,545.3 |
|
| 2013 | | | | |
| 2016 | | | | |
| Restricted stock units outstanding | 17,948 |
| | 1.09 | | $ | 1,019.1 |
| 8,316 |
| | 1.11 | | $ | 829.4 |
|
| Restricted stock units vested and expected to vest | 16,265 |
| | 1.02 | | $ | 920.5 |
| 7,613 |
| | 1.04 | | $ | 759.3 |
|
_________________________________________
| |
(*) | The intrinsic value is calculated as the market value as of the end of the fiscal period. As reported by the NASDAQ Global Select Market, the market values as of November 27, 201530, 2018, November 28, 2014December 1, 2017 and November 29, 2013December 2, 2016 were $92.17, $73.68$250.89, $179.52 and $56.78,$99.73, respectively. |
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summary of Performance Shares
As of November 27, 2015, the shares awarded under our 2015, 2014 and 2013 Performance Share Programs are yet to be achieved.The following table sets forth the summary of performance share activity under our 2015, 2014 and 2013 Performance Share Programs for the fiscal year ended November 27, 2015 (in thousands):
|
| | | | | | | | | | | | | | | | | |
| | 2015 | | 2014 | | 2013 |
| | Shares Granted | | Maximum Shares Eligible to Receive | | Shares Granted | | Maximum Shares Eligible to Receive | | Shares
Granted | | Maximum
Shares Eligible
to Receive |
| Beginning outstanding balance | 1,517 |
| | 3,034 |
| | 854 |
| | 1,707 |
| | — |
| | — |
|
| Awarded | 671 |
| | 1,342 |
| | 709 |
| | 1,417 |
| | 946 |
| | 1,891 |
|
| Forfeited | (248 | ) | | (495 | ) | | (46 | ) | | (90 | ) | | (92 | ) | | (184 | ) |
| Ending outstanding balance | 1,940 |
| | 3,881 |
| | 1,517 |
| | 3,034 |
| | 854 |
| | 1,707 |
|
In the first quarter of fiscal 2013,2018, the Executive Compensation Committee certified the actual performance achievement of participants in the 20122015 Performance Share Program (the “2012 Program”). Based upon the achievement of specific and/or market-based performance goals outlined in the 2012 Program, participants had the ability to receive up to 150% of the target number of shares originally granted.Program. Actual performance resulted in participants achieving 116%200% of target or approximately 1.30.5 million additional shares. The shares forgranted and achieved under the 2012 Program. One third2015 Performance Share Program fully vested on the three-year anniversary of the shares under the 2012 Program vested ingrant on January 24, 2018, if not forfeited.
In the first quarter of fiscal 20132017, the Executive Compensation Committee certified the actual performance achievement of participants in the 2014 Performance Share Program. Actual performance resulted in participants achieving 198% of target or approximately 0.6 million additional shares. The shares granted and achieved under the remaining two thirds2014 Performance Share Program fully vested evenly on the following two anniversariesthree-year anniversary of the grant on January 24, 2017, if not forfeited byforfeited.
In the recipient.first quarter of fiscal 2016, the Executive Compensation Committee certified the actual performance achievement of participants in the 2013 Performance Share Program. Actual performance resulted in participants achieving 198% of target or
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
approximately 0.7 million additional shares. The following table sets forthshares granted and achieved under the summary2013 Performance Share Program fully vested on the three-year anniversary of performancethe grant on January 24, 2016, if not forfeited.
Performance share activity under our performance share programs prior to 2013, based upon share awards actually achieved, for the fiscal years ended November 27, 20152018, November 28, 20142017 and November 29, 20132016 was as follows (in thousands):
| | | | | | | | | 2018 | | 2017 | | 2016 |
| | 2015 | | 2014 | | 2013 | Shares Granted | | Maximum Shares Eligible to Receive | | Shares Granted | | Maximum Shares Eligible to Receive | | Shares
Granted | | Maximum
Shares Eligible
to Receive |
| Beginning outstanding balance | 354 |
| | 861 |
| | 388 |
| 1,534 |
| | 3,068 |
| | 1,630 |
| | 3,261 |
| | 1,940 |
| | 3,881 |
|
| Awarded | | 837 |
| (1) | 628 |
| | 1,082 |
| (2) | 1,040 |
| | 1,206 |
| (3) | 1,053 |
|
| Achieved | — |
| | — |
| | 1,279 |
| (1,050 | ) | (4) | (1,053 | ) | | (1,135 | ) | (5) | (1,147 | ) | | (1,373 | ) | (5) | (1,387 | ) |
| Released | (354 | ) | | (486 | ) | | (665 | ) | |
| Forfeited | — |
| | (21 | ) | | (141 | ) | (173 | ) | | (347 | ) | | (43 | ) | | (86 | ) | | (143 | ) | | (286 | ) |
| Ending outstanding balance | — |
| | 354 |
| | 861 |
| 1,148 |
| | 2,296 |
| | 1,534 |
| | 3,068 |
| | 1,630 |
| | 3,261 |
|
_________________________________________
| |
(1) | Included in the 0.8 million shares awarded during fiscal 2018 were 0.5 million additional shares awarded for the final achievement of the 2015 Performance Share program. The remaining awarded shares were for the 2018 Performance Share Program. |
| |
(2) | Included in the 1.1 million shares awarded during fiscal 2017 were 0.6 million additional shares awarded for the final achievement of the 2014 Performance Share program. The remaining awarded shares were for the 2017 Performance Share Program. |
| |
(3) | Included in the 1.2 million shares awarded during fiscal 2016 were 0.7 million additional shares awarded for the final achievement of the 2013 Performance Share program. The remaining awarded shares were for the 2016 Performance Share Program. |
| |
(4) | Shares achieved under our 2015, Performance Share program which resulted from 200% achievement of target. |
| |
(5) | Shares achieved under our 2014 and 2013 Performance Share programs which resulted from 198% achievement of target for both programs. |
The total fair value of performance awards vested during fiscal 20152018, 20142017 and 20132016 was $26.1$208.2 million, $28.7127.4 million and $25.4123.1 million, respectively.
Information regarding performance shares outstanding at November 28, 2014 and November 29, 2013 is summarized below:
|
| | | | | | | | |
| | Number of Shares (thousands) | | Weighted Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value(*) (millions) |
| 2014 | |
| | | | |
|
| Performance shares outstanding | 354 |
| | 0.16 | | $ | 26.1 |
|
| Performance shares vested and expected to vest | 348 |
| | 0.16 | | $ | 25.5 |
|
| 2013 | | | | | |
| Performance shares outstanding | 861 |
| | 0.58 | | $ | 48.9 |
|
| Performance shares vested and expected to vest | 817 |
| | 0.56 | | $ | 46.3 |
|
_________________________________________
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
(*)
| The intrinsic value is calculated as the market value as of the end of the fiscal period. As reported by the NASDAQ Global Select Market, the market values as of November 28, 2014 and November 29, 2013 were $73.68 and $56.78, respectively.
|
Summary of Employee Stock Purchase Plan Shares
The weighted average subscription date fair value of shares under the ESPP during fiscal 20152018, 20142017 and 20132016 were $20.81,$53.12, $17.0229.86 and $11.4024.84, respectively. Employees purchased 2.11.8 million shares at an average price of $52.37,$104.94, 2.91.9 million shares at an average price of $34.7677.63, and 3.41.9 million shares at an average price of $25.7166.13, respectively, for fiscal 20152018, 20142017 and 20132016. The intrinsic value of shares purchased during fiscal 20152018, 20142017 and 20132016 was $53.9$198.9 million, $93.497.7 million and $58.554.3 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.
Summary of Stock Options
There were no stock option grants during fiscal 2015As of November 30, 2018 and 2014. Stock option activity under our stock option program for fiscal 2015, 2014 and 2013 was as follows (shares in thousands):
|
| | | | | | |
| | Outstanding Options |
| | Number of Shares | | Weighted Average Exercise Price |
| November 30, 2012 | 24,517 |
| | $ | 32.09 |
|
| Granted | 25 |
| | $ | 45.03 |
|
| Exercised | (15,872 | ) | | $ | 32.15 |
|
| Cancelled | (1,584 | ) | | $ | 37.37 |
|
| Increase due to acquisition | 273 |
| | $ | 6.82 |
|
| November 29, 2013 | 7,359 |
| | $ | 29.93 |
|
| Granted | — |
| | $ | — |
|
| Exercised | (4,055 | ) | | $ | 30.88 |
|
| Cancelled | (153 | ) | | $ | 25.37 |
|
| Increase due to acquisition | 22 |
| | $ | 29.44 |
|
| November 28, 2014 | 3,173 |
| | $ | 28.92 |
|
| Granted | — |
| | $ | — |
|
| Exercised | (1,900 | ) | | $ | 28.83 |
|
| Cancelled | (34 | ) | | $ | 20.90 |
|
| Increase due to acquisition | 88 |
| | $ | 14.38 |
|
| November 27, 2015 | 1,327 |
| | $ | 28.28 |
|
The weighted average fair value of options granted during fiscal 2013 was $8.64.
The total intrinsic value of options exercised during fiscal 2015, 2014 and 2013 was $92.3December 1, 2017, we had 0.3 million$141.3 million and $181.8 million, respectively. The intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the shares.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Information regarding stock options outstanding at November 27, 2015, November 28, 2014 and November 29, 2013 is summarized below:outstanding.
|
| | | | | | | | | | | | |
| | Number of Shares (thousands) | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value(*) (millions) |
| 2015 | | | | | | | |
| Options outstanding | 1,327 |
| | $ | 28.28 |
| | 2.67 | | $ | 84.8 |
|
| Options vested and expected to vest | 1,319 |
| | $ | 28.39 |
| | 2.66 | | $ | 84.1 |
|
| Options exercisable | 1,214 |
| | $ | 30.08 |
| | 2.40 | | $ | 75.4 |
|
| 2014 | |
| | |
| | | | |
|
| Options outstanding | 3,173 |
| | $ | 28.92 |
| | 3.19 | | $ | 142.0 |
|
| Options vested and expected to vest | 3,153 |
| | $ | 29.00 |
| | 3.17 | | $ | 140.9 |
|
| Options exercisable | 2,786 |
| | $ | 30.24 |
| | 2.85 | | $ | 121.0 |
|
| 2013 | | | | | | | |
| Options outstanding | 7,359 |
| | $ | 29.93 |
| | 3.22 | | $ | 197.6 |
|
| Options vested and expected to vest | 7,242 |
| | $ | 30.05 |
| | 3.18 | | $ | 193.6 |
|
| Options exercisable | 5,752 |
| | $ | 31.28 |
| | 2.65 | | $ | 146.7 |
|
_________________________________________
| |
(*)
| The intrinsic value is calculated as the difference between the market value as of the end of the fiscal period and the exercise price of the shares. As reported by the NASDAQ Global Select Market, the market values as of November 27, 2015, November 28, 2014 and November 29, 2013 were $92.17, $73.68 and $56.78, respectively.
|
Grants to Executive Officers
All equity awards granted to current executive officers are made after a review by and with the approval of the Executive Compensation Committee of the Board of Directors.
Grants to Non-Employee Directors
TheAlthough the 2003 Plan provides for the granting of non-qualified stock options and restricted stock units to non-employee directors, restricted stock units are the primary form of our grants to non-employee directors. The initial equity grant to a new
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
non-employee director is a restricted stock unit award having an aggregate value of $0.3 million based on the average stock price over the 30 calendar days ending on the day before the date of grant and vest 100% on the day preceding the next annual meeting. The actual target grant value will be prorated based on the number of days remaining before the next annual meeting or the date of the first anniversary of our last annual meeting if the next annual meeting is not yet scheduled.
Annual equity grants to non-employee directors in the form of restricted stock units shall have an aggregate value of $0.3 million as based on the average stock price over the 30 calendar days ending on the day before the date of grant and vest 100% on the day preceding the next annual meeting. Starting in fiscal 2014, we eliminated the use of non-qualified stock options for our non-employee directors and restricted stock units became the primary form of their annual equity grants.
Restricted stock units granted to directors for fiscal 20152018, 20142017 and 20132016 were as follows (in thousands): |
| | | | | | | | |
| | 2015 | | 2014 | | 2013 |
| Restricted stock units granted to existing directors | 41 |
| | 48 |
| | 36 |
|
| Restricted stock units granted to new directors | — |
| | — |
| | 14 |
|
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As part of the annual equity awards process in 2013, there were approximately 25 thousand options granted to non-employee directors with a $45.03 exercise price, equal to the fair market value of our common stock on the date of grant. These options vested 100% on the day preceding the fiscal 2014 annual meeting and had a seven-year term. |
| | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| Restricted stock units granted to existing directors | 11 |
| | 18 |
| | 25 |
|
| Restricted stock units granted to new directors | 1 |
| | — |
| | — |
|
Compensation Costs
We recognize the estimated compensation cost 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.
We recognize the estimated compensation cost of performance shares, net of estimated forfeitures. The fiscal 2015, 2014 and 2013forfeitures, on a straight-line basis over the requisite service period of the entire award. Our performance share awards are earned upon achievement of an objective total stockholder return measure at the end of the three-year performance period, as described above,above.
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 valued using a Monte Carlo Simulation model. The fair value of the awards was fixed at grant date and amortized over the longer of the remaining performance or service period. For the fiscal 2012 performance shares, expense is being recognized on a straight-line basis over the requisite service period for each vesting tranche of the award.expected to vest.
As of November 27, 201530, 2018, there was $394.1$978.2 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards which will be recognized over a weighted average period of 1.51.7 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.
Total stock-based compensation costs that have been included in our Consolidated Statements of Income for fiscal 20152018, 20142017 and 20132016 were as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Income Statement Classifications |
| | Cost of Revenue– Subscription | | Cost of Revenue– Services and Support | | Research and Development | | Sales and Marketing | | General and Administrative | | Total(1) |
Option Grants and Stock Purchase Rights | | | | | | | | | | | |
| 2015 | $ | 1,449 |
| | $ | 5,185 |
| | $ | 14,082 |
| | $ | 18,360 |
| | $ | 4,790 |
| | $ | 43,866 |
|
| 2014 | $ | 1,855 |
| | $ | 4,000 |
| | $ | 15,125 |
| | $ | 17,706 |
| | $ | 6,476 |
| | $ | 45,162 |
|
| 2013 | $ | 2,059 |
| | $ | 3,413 |
| | $ | 18,188 |
| | $ | 21,283 |
| | $ | 8,410 |
| | $ | 53,353 |
|
Restricted Stock and Performance Share Awards | |
| | |
| | |
| | |
| | |
| | |
|
| 2015 | $ | 6,481 |
| | $ | 6,446 |
| | $ | 104,624 |
| | $ | 109,908 |
| | $ | 66,709 |
| | $ | 294,168 |
|
| 2014 | $ | 5,878 |
| | $ | 6,619 |
| | $ | 107,029 |
| | $ | 102,909 |
| | $ | 66,104 |
| | $ | 288,539 |
|
| 2013 | $ | 5,052 |
| | $ | 6,961 |
| | $ | 102,464 |
| | $ | 101,423 |
| | $ | 59,734 |
| | $ | 275,634 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Income Statement Classifications |
| | Cost of Revenue– Subscription | | Cost of Revenue– Services and Support | | Research and Development | | Sales and Marketing | | General and Administrative | | Total(1) |
| Stock Purchase Rights and Option Grants | | | | | | | | | | | |
| 2018 | $ | 4,102 |
| | $ | 8,286 |
| | $ | 23,918 |
| | $ | 27,252 |
| | $ | 7,290 |
| | $ | 70,848 |
|
| 2017 | $ | 180 |
| | $ | 6,661 |
| | $ | 20,126 |
| | $ | 18,592 |
| | $ | 4,973 |
| | $ | 50,532 |
|
| 2016 | $ | 1,474 |
| | $ | 5,514 |
| | $ | 13,932 |
| | $ | 16,534 |
| | $ | 4,371 |
| | $ | 41,825 |
|
Restricted Stock Units and Performance Share Awards | |
| | |
| | |
| | |
| | |
| | |
|
| 2018 | $ | 17,515 |
| | $ | 12,111 |
| | $ | 253,078 |
| | $ | 178,548 |
| | $ | 77,462 |
| | $ | 538,714 |
|
| 2017 | $ | 16,792 |
| | $ | 9,602 |
| | $ | 161,366 |
| | $ | 139,047 |
| | $ | 77,133 |
| | $ | 403,940 |
|
| 2016 | $ | 6,632 |
| | $ | 7,522 |
| | $ | 109,249 |
| | $ | 113,757 |
| | $ | 70,312 |
| | $ | 307,472 |
|
_________________________________________
| |
(1) | During fiscal 20152018, 20142017 and 20132016, we recorded tax benefits of $68.8$222.4 million, $72.4153.2 million and $70.771.7 million, respectively. |
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13.12. STOCKHOLDERS’ EQUITY
Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss) and activity, net of related taxes, for fiscal 20152018 were as follows (in thousands):
|
| | | | | | | | | | | | | | | | |
| | November 28,
2014 | | Increase / Decrease | | Reclassification Adjustments | | November 27,
2015 |
| Net unrealized gains on available-for-sale securities: | | | | | | | |
| Unrealized gains on available-for-sale securities | $ | 8,237 |
| | $ | (2,386 | ) | | $ | (3,309 | ) | | $ | 2,542 |
|
| Unrealized losses on available-for-sale securities | (609 | ) | | (6,840 | ) | | 354 |
| | (7,095 | ) |
| Total net unrealized gains on available-for-sale securities | 7,628 |
| | (9,226 | ) | | (2,955 | ) | (1 | ) | (4,553 | ) |
Net unrealized gains on derivative instruments designated as hedging instruments | 28,655 |
| | 29,795 |
| | (55,535 | ) | (2 | ) | 2,915 |
|
| Cumulative foreign currency translation adjustments | (44,377 | ) | | (123,065 | ) | | — |
| | (167,442 | ) |
Total accumulated other comprehensive income (loss), net of taxes | $ | (8,094 | ) | | $ | (102,496 | ) | | $ | (58,490 | ) | | $ | (169,080 | ) |
|
| | | | | | | | | | | | | | | | |
| | December 1,
2017 | | Increase / Decrease | | Reclassification Adjustments | | November 30,
2018 |
| Net unrealized gains / losses on available-for-sale securities: | | | | | | | |
| Unrealized gains on available-for-sale securities | $ | 2,704 |
| | $ | (2,005 | ) | | $ | (655 | ) | | $ | 44 |
|
| Unrealized losses on available-for-sale securities | (14,220 | ) | | (22,459 | ) | | 11,305 |
| | (25,374 | ) |
| Total net unrealized gains / losses on available-for-sale securities | (11,516 | ) | | (24,464 | ) | | 10,650 |
| (1 | ) | (25,330 | ) |
| Net unrealized gains / losses on derivative instruments designated as hedging instruments | (3,367 | ) | | 74,080 |
| | (48,981 | ) | (2 | ) | 21,732 |
|
| Cumulative foreign currency translation adjustments | (96,938 | ) | | (47,594 | ) | | — |
| | (144,532 | ) |
| Total accumulated other comprehensive income (loss), net of taxes | $ | (111,821 | ) | | $ | 2,022 |
| | $ | (38,331 | ) | | $ | (148,130 | ) |
_________________________________________
| |
(1) | Reclassification adjustments for gains / losses on available-for-sale securities are classified in interest and other income (expense), net. |
| |
(2) | Reclassification adjustments for loss on the interest rate lock agreement and gains / losses on other derivative instruments are classified in interest and other income (expense), net and revenue, respectively.revenue. |
The following table sets forth the taxes related to each component of other comprehensive income for fiscal 20152018, 20142017 and 20132016 (in thousands):
| | | | | 2015 | | 2014 | | 2013 | | 2018 | | 2017 | | 2016 |
| Available-for-sale securities: | | | | | | | | | | | | |
| Unrealized gains / losses | | $ | (154 | ) | | $ | 1 |
| | $ | 169 |
| | $ | — |
| | $ | 663 |
| | $ | (299 | ) |
| Reclassification adjustments | | — |
| | (8 | ) | | (2 | ) | | — |
| | (491 | ) | | 108 |
|
| Subtotal available-for-sale securities | | (154 | ) | | (7 | ) | | 167 |
| | — |
| | 172 |
| | (191 | ) |
| Derivatives designated as hedging instruments: | | | | | | | | | | | | |
Unrealized gains on derivative instruments* | | 6,147 |
| | — |
| | — |
| |
Reclassification adjustments* | | (550 | ) | | — |
| | — |
| |
| Reclassification adjustments | | | (1,946 | ) | | (732 | ) | | (552 | ) |
| Subtotal derivatives designated as hedging instruments | | 5,597 |
| | — |
| | — |
| | (1,946 | ) | | (732 | ) | | (552 | ) |
| Foreign currency translation adjustments | | (3,378 | ) | | (1,868 | ) | | 2,789 |
| | (1,742 | ) | | 3,005 |
| | 24 |
|
| Total taxes, other comprehensive income (loss) | | $ | 2,065 |
| | $ | (1,875 | ) | | $ | 2,956 |
| | $ | (3,688 | ) | | $ | 2,445 |
| | $ | (719 | ) |
_________________________________________
| |
(*)
| Taxes related to derivative instruments other than the interest rate lock agreement were zero based on the tax jurisdiction where these derivative instruments were executed. |
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 shares in the open market or enter into structured repurchase agreements with third parties. In the first quarter of fiscal 2015, the January 2017, our Board of Directors approved a new stock repurchase program granting the Companyus authority to repurchase up to $2$2.5 billion in common stock through the end of fiscal 2017.
ADOBE SYSTEMS INCORPORATED
Directors granted us another authority to repurchase up to $8.0 billion in common stock through the end of fiscal 2021. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)The new stock repurchase program approved by our Board of Directors is similar to our previous stock repurchase programs.
During fiscal 2015, 20142018, 2017 and 2013,2016, we entered into several structured stock repurchase agreements with large financial institutions, whereupon we provided them with prepayments totaling $625.0 million, $600.0 million,$2.05 billion, $1.10 billion, and $1.1$1.08 billion, respectively. Of the $625.0 million prepayments during fiscal 2015, $425.0 million was under the new $2 billion stock repurchase program and the remaining $200.0 million was under the previous $2 billion authority. The $600.0 million and $1.1 billion prepayments during fiscal 2014 and 2013 were under the previous $2 billion stock repurchase authority. We enter into these agreements in order to take advantage of repurchasing shares at a guaranteed discount to the Volume Weighted Average Price (“VWAP”) of our common stock over a specified period of time. We only enter into such transactions when the
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
discount that we receive is higher than our estimate of the expected foregone return on our cash prepayments to the financial institutions. There were no explicit commissions or fees on these structured repurchases. Under the terms of the agreements, there is no requirement for the financial institutions to return any portion of the prepayment to us.
The financial institutions agree to deliver shares to us at monthly intervals during the contract term. The parameters used to calculate the number of shares deliverable are: the total notional amount of the contract, the number of trading days in the contract, the number of trading days in the interval and the average VWAP of our stock during the interval less the agreed upon discount. During fiscal 2015,2018, we repurchased approximately 8.1 million shares at an average price of $77.38 through structured repurchase agreements entered into during fiscal 2015 and fiscal 2014. During fiscal 2014, we repurchased approximately 10.9 million shares at an average price of $63.48 through structured repurchase agreements entered into during fiscal 2014 and fiscal 2013. During fiscal 2013, we repurchased approximately 21.68.7 million shares at an average price per share of $46.47$230.43 through structured repurchase agreements entered into during fiscal 20132018 and fiscal 2012.2017. During fiscal 2017, we repurchased approximately 8.2 million shares at an average price per share of $134.20 through structured repurchase agreements entered into during fiscal 2017 and fiscal 2016. During fiscal 2016, we repurchased approximately 10.4 million shares at an average price per share of $97.16 through structured repurchase agreements entered into during fiscal 2016 and fiscal 2015.
For fiscal 2015, 20142018, 2017 and 2013,2016, the prepayments were classified as treasury stock on our Consolidated Balance Sheets at the payment date, though only shares physically delivered to us by November 27, 2015, November 28, 201430, 2018, December 1, 2017 and November 29, 2013December 2, 2016 were excluded from the computation of earnings per share. As of November 27, 2015, $38.230, 2018, $150.0 million of prepayments from our May 2018 authority remained under the agreement.
Subsequent to November 27, 2015,30, 2018, as part of our $2 billionthe 2018 stock repurchase program,authority, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $150$500 million. This amount will be classified as treasury stock on our Consolidated Balance Sheets. Upon completion of the $150$500 million stock repurchase agreement, $1.43$7.35 billion remains under our currentMay 2018 authority. As of November 30, 2018, there is no remaining balance under our January 2017 authority.
NOTE 14.13. 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.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, performance share awards, and stock options using the treasury stock method.
The following table sets forth the computation of basic and diluted net income per share for fiscal 20152018, 20142017 and 20132016 (in thousands, except per share data):
| | | | | 2015 | | 2014 | | 2013 | | 2018 | | 2017 | | 2016 |
| Net income | | $ | 629,551 |
| | $ | 268,395 |
| | $ | 289,985 |
| | $ | 2,590,774 |
| | $ | 1,693,954 |
| | $ | 1,168,782 |
|
| Shares used to compute basic net income per share | | 498,764 |
| | 497,867 |
| | 501,372 |
| | 490,564 |
| | 493,632 |
| | 498,345 |
|
| Dilutive potential common shares: | | | | | | | | | | | | |
| Unvested restricted stock and performance share awards | | 7,389 |
| | 8,586 |
| | 8,736 |
| |
| Unvested restricted stock units and performance share awards | | | 7,142 |
| | 7,161 |
| | 5,455 |
|
| Stock options | | 1,011 |
| | 2,027 |
| | 3,368 |
| | 137 |
| | 330 |
| | 499 |
|
| Shares used to compute diluted net income per share | | 507,164 |
| | 508,480 |
| | 513,476 |
| | 497,843 |
| | 501,123 |
| | 504,299 |
|
| Basic net income per share | | $ | 1.26 |
| | $ | 0.54 |
| | $ | 0.58 |
| | $ | 5.28 |
| | $ | 3.43 |
| | $ | 2.35 |
|
| Diluted net income per share | | $ | 1.24 |
| | $ | 0.53 |
| | $ | 0.56 |
| | $ | 5.20 |
| | $ | 3.38 |
| | $ | 2.32 |
|
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For fiscal 2015, there were no options to purchase shares of common stock with exercise prices greater than the average fair market value of our stock of $79.22 that would have been anti-dilutive.
For fiscal 2014 and 2013, options to purchase shares of common stock with exercise prices greater than the average fair market value of our stock of $65.93 and $45.08, respectively, were not included in the calculation because the effect would have been anti-dilutive. The number of shares of common stock under these options was immaterial.
NOTE 15.14. COMMITMENTS AND CONTINGENCIES
Lease Commitments
We lease certain of our facilities and some of our equipment under non-cancellable operating lease arrangements that expire at various dates through 2028.2031. We also have one land lease that expires in 2091. Rent expense includes base contractual rent and variable costs such as building expenses, utilities, taxes, insurance and equipment rental. Rent expense for these leases was approximately $92.9$137.2 million $111.1in fiscal 2018, $115.4 million in fiscal 2017, and $119.0$92.9 million in fiscal 2015, 2014 and 2013.2016. Our sublease income was immaterial for all periods presented.
We occupy three office buildings in San Jose, California where our corporate headquarters are located. We reference these office buildings as the Almaden, Tower and the East and West Towers. We own the land and the East and West Tower buildings, and lease the Almaden Tower building. See Note 6 for discussion of In March 2017, we exercised our East and West Towers purchase.
The lease agreement for the Almaden Tower is effective through March 2017. We are the investors in the lease receivable related to the Almaden Tower lease in the amount of $80.4 million, which is recorded as investment in lease receivable on our Consolidated Balance Sheets. As of November 27, 2015, the carrying value of the lease receivable related to the Almaden Tower approximated fair value. Under the agreement for the Almaden Tower, we have the option to purchase the building at any time during the lease termAlmaden Tower for $103.6 million. If wea total purchase the building, theprice of $103.6 million. Upon purchase, our investment in the lease receivable may beof $80.4 million was credited against the total purchase price. The residual value guarantee underWe capitalized the Almaden Tower obligation is $89.4as property and equipment on our Consolidated Balance Sheets at $104.2 million,.
The Almaden Tower lease is subject to standard covenants including a certain financial ratio that is reported to the lessor quarterly.lesser of cost or fair value, which represented the total purchase price plus other direct costs associated with the purchase. As of November 27, 2015,30, 2018, we were in compliance with all ofown the covenants. In the case of a default, the lessor may demand we purchase the building for an amount equal to the lease balance, or require that we remarket or relinquish the building. If we choose to remarket or are required to do so upon relinquishing the building, we are bound to arrange the sale of the building to an unrelated party and will be required to pay the lessor any shortfall between the net remarketing proceedsbuildings and the lease balance,underlying land that make up toour corporate headquarters in San Jose, California, including the residual value guarantee amount less our investment in lease receivable. The Almaden Tower lease qualifies for operating lease accounting treatment and, as such, the building and the related obligation are not included in our Consolidated Balance Sheets. Tower.
Unconditional Purchase Obligations
Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes our non-cancellable unconditional purchase obligations and operating leases for each of the next five years and thereafter as of November 27, 201530, 2018 (in thousands):
|
| | | | | | | | | | | | | |
| | | | | | Operating Leases |
| Fiscal Year | | | Purchase Obligations | | Future Minimum Lease Payments | | Future Minimum Sublease Income |
| 2016 | | $ | 341,288 |
| | $ | 41,192 |
| | $ | 1,678 |
|
| 2017 | | 62,915 |
| | 32,138 |
| | 1,579 |
|
| 2018 | | 11,730 |
| | 27,795 |
| | 1,257 |
|
| 2019 | | 3,795 |
| | 24,437 |
| | 1,309 |
|
| 2020 | | 59 |
| | 21,416 |
| | 1,345 |
|
| Thereafter | | — |
| | 46,569 |
| | 1,198 |
|
| Total | | $ | 419,787 |
| | $ | 193,547 |
| | $ | 8,366 |
|
The table above includes operating lease commitments related to our restructured facilities. See Note 10 for information regarding our restructuring charges. |
| | | | | | | | | | | | | |
| | | | | | Operating Leases |
| Fiscal Year | | | Purchase Obligations | | Future Minimum Lease Payments | | Future Minimum Sublease Income |
| 2019 | | $ | 346,334 |
| | $ | 88,554 |
| | $ | 9,173 |
|
| 2020 | | 172,883 |
| | 93,509 |
| | 8,981 |
|
| 2021 | | 162,421 |
| | 80,408 |
| | 8,837 |
|
| 2022 | | 20,866 |
| | 71,425 |
| | 6,451 |
|
| 2023 | | 27,352 |
| | 56,490 |
| | 2,325 |
|
| Thereafter | | 3,977 |
| | 311,937 |
| | — |
|
| Total | | $ | 733,833 |
| | $ | 702,323 |
| | $ | 35,767 |
|
Royalties
We have royalty commitments associated with the shipment and licensing of certain offerings and products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of the underlying revenue. Royalty expense, which was recorded under our cost of revenue on our Consolidated Statements of Income, was approximately $62.3$119.1 million, $45.2$100.9 million and $40.2$79.8 million in fiscal 2015, 20142018, 2017 and 2013,2016, respectively.
Indemnifications
In the ordinary course of business, we provide indemnifications of varying scope to customers 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.
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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
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 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.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Between May 4, 2011 and July 14, 2011, five putative class action lawsuits were filed in Santa Clara Superior Court and Alameda Superior Court in California. On September 12, 2011, the cases were consolidated into In Re High-Tech Employee Antitrust Litigation (“HTEAL”) pending in the United States District Court for the Northern District of California, San Jose Division. In the consolidated complaint, Plaintiffs alleged that Adobe, along with Apple, Google, Intel, Intuit, Lucasfilm and Pixar, agreed not to recruit each other’s employees in violation of Federal and state antitrust laws. Plaintiffs claim the alleged agreements suppressed employee compensation and deprived employees of career opportunities. Plaintiffs seek injunctive relief, monetary damages, treble damages, costs and attorneys fees. All defendants deny the allegations and that they engaged in any wrongdoing of any kind. On October 24, 2013, the court certified a class of all persons who worked in the technical, creative, and/or research and development fields on a salaried basis in the United States for one or more of the following: (a) Apple from March 2005 through December 2009; (b) Adobe from May 2005 through December 2009; (c) Google from March 2005 through December 2009; (d) Intel from March 2005 through December 2009; (e) Intuit from June 2007 through December 2009; (f) Lucasfilm from January 2005 through December 2009; or (g) Pixar from January 2005 through December 2009, excluding retail employees, corporate officers, members of the boards of directors, and senior executives of all defendants. During the first quarter of fiscal 2015, the parties reached an agreement to settle the litigation. In March 2015, the court granted preliminary approval of the settlement and on September 2, 2015, the court granted final approval of the settlement. We expect to incur no additional losses associated with this matter.
In addition to intellectual property disputes, we are subject to legal proceedings, claims and investigations in the ordinary course of business, including claims relating to commercial, employment and other matters. Some of these disputes and legal proceedings 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, 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 our Audit Committee and our independent registered public accounting firm.
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. Unless otherwise specifically disclosed in this note, we have determined that no provision for liability nor 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, cash flows or results of operations could be negatively affected by an unfavorable resolution of one or more of such proceedings, claims or investigations.
In connection with our anti-piracy efforts, conducted both internally and through organizations such as the Business Software Alliance, from time to time we undertake litigation against alleged copyright infringers. Such lawsuits may lead to counter-claims alleging improper use of litigation or violation of other laws. We believe we have valid defenses with respect to such counter-claims; however, it is possible that our consolidated financial position, cash flows or results of operations could be negatively affected in any particular period by the resolution of one or more of these counter-claims.
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 16.15. DEBT
Our long-term debt as of November 27, 201530, 2018 and November 28, 2014December 1, 2017 consisted of the following (in thousands):
|
| | | | | | | |
| | 2015 | | 2014 |
| Notes | $ | 1,887,410 |
| | $ | 1,496,778 |
|
| Fair value of interest rate swap | 19,821 |
| | 14,268 |
|
| Adjusted carrying value of Notes | 1,907,231 |
| | 1,511,046 |
|
| Capital lease obligations | — |
| | 3,269 |
|
| Total debt and capital lease obligations | 1,907,231 |
| | 1,514,315 |
|
| Less: current portion | — |
| | 603,229 |
|
| Debt and capital lease obligations | $ | 1,907,231 |
| | $ | 911,086 |
|
|
| | | | | | | |
| | 2018 | | 2017 |
| Term loan | $ | 2,248,427 |
| | $ | — |
|
| Notes | 1,886,117 |
| | 1,882,479 |
|
| Fair value of interest rate swap | (9,744 | ) | | (1,058 | ) |
| Adjusted carrying value of long-term debt | $ | 4,124,800 |
| | $ | 1,881,421 |
|
Term Loan Credit Agreement
In October 2018, we entered into a credit agreement providing for an up to $2.25 billion senior unsecured term loan for the purpose of partially funding the purchase price for our acquisition of Marketo and the related fees and expenses incurred in connection with the acquisition. The Term Loan funds were received on October 31, 2018 upon closing of the acquisition and will mature 18 months following the initial funding date. In addition, we incurred issuance costs of $0.7 million which are amortized to interest expense over the term using the straight-line method. The Term Loan ranks equally with our other unsecured and unsubordinated indebtedness. There are no scheduled principal amortization payments prior to maturity and the term loan may be prepaid and terminated at our election at any time without penalty or premium. At our election, the Term Loan will bear interest at either (i) LIBOR plus a margin, based on our debt ratings, ranging from 0.500% to 1.000% or (ii) a base rate plus a margin, based on our debt ratings, ranging from 0.040% to 0.110%. Interest is payable periodically, in arrears, at the end of each interest period we elect.
The Term Loan credit agreement contains 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, including the financial covenant. As of November 30, 2018, we were in compliance with all covenants.
As of November 30, 2018, there were $2.25 billion outstanding borrowings under the Term Loan, which is included in long-term liabilities on our Consolidated Balance Sheets. In November 2018, we made interest payments of approximately $5.7 million.
Senior Notes
In February 2010, we issued $600 million of 3.25% senior notes due February 1, 2015 (the “2015 Notes”) and $900 million of 4.75% senior notes due February 1, 2020 (the “2020 Notes”).2020. Our proceeds were $1.5 billion$900 million and were net of an issuance discount of $6.6$5.5 million. In addition, we incurred issuance costs of $10.7$6.4 million. Both the discount and issuance costs were or are being amortized to interest expense over the respective termsterm of the 2015 and 2020 Notes using the effective interest method. The 2015 and 2020 Notes rank equally with our other unsecured and unsubordinated indebtedness. The effective interest rate including the discount and issuance costs was 3.45% for the 2015 Notes and is 4.92% for the 2020 Notes.. Interest is payable semi-annually, in arrears, on February 1 and August 1, and commenced on August 1, 2010. The 2015 Notes were settled on February 1, 2015, as discussed below.
In June 2014, we entered into interest rate swaps with a total notional amount of $900 million designated as a fair value hedge related to our 2020 Notes. The interest rate swaps effectively convert the fixed interest rate on our 2020 Notes to a floating interest rate based on LIBOR plus a fixed number of basis points.LIBOR. Under the terms of the swaps,swap, we will pay monthly interest at the one-month LIBOR floating interest rate plus a spread of a fixed number of basis points on the $900 million notional amount. In exchange, we will receive 4.75% fixed rate interest from the swap counterparties. See Note 5 for further details regarding our interest rate swap derivatives.
In December 2014, prior to issuing new long-term fixed rate debt, we entered into an interest rate lock agreement on a notional amount of $600 million to hedge against the variability of future interest payments due to changes in the benchmark interest rate. This instrument was designated as a cash flow hedge. See Note 5 for further details regarding our interest rate lock agreement.
In January 2015, we issued $1 billion of 3.25% senior notes due February 1, 2025 (the “2025 Notes”). Our proceeds were approximately $989.3 million which is net of an issuance discount of $10.7 million. In addition, we incurred issuance costs of $7.9 million. Both the discount and issuance costs are being amortized to interest expense over the term of the 2025 Notes using the effective interest method. The 2025 Notes rank equally with our other unsecured and unsubordinated indebtedness. The effective interest rate including the discount, issuance costs and interest rate agreement is 3.67% for the 2025 Notes.. Interest is payable semi-annually, in arrears on February 1 and August 1, commencingand commenced on August 1, 2015. A portion of the proceeds from this offering was used to repay $600 million in aggregate principal amount of the 2015 Notes plus accrued and unpaid interest due February 1, 2015. The remaining proceeds were used for general corporate purposes.
As of November 27, 2015,30, 2018, our outstanding notes payable consistsconsist of the 2020 Notes and 2025 Notes (the “Notes”) with a total carrying value of $1.91 billion.$1.88 billion, which includes the fair value of the interest rate swaps and is net of debt issuance costs. Based
ADOBE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
on quoted prices in inactive markets, the fair value of the Notes was $1.97$1.89 billion as of November 27, 2015. The total fair value of $1.97 billion30, 2018, which excludes the effect of the fair value hedge of the 2020 Notes for which we entered into interest rate swaps as described above.
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 also include covenants that limit our ability to grant liens on assets and to enter into sale and leaseback transactions, subject to significant allowances. As of November 27, 2015,30, 2018, we were in compliance with all of the covenants.
In February 2015, we made semi-annual interest payments on our 2015 and 2020 Notes totaling $31.1 million. In August 2015,2018, we made semi-annual interest payments on our 2020 and 2025 Notes each totaling $38.1$37.6 million.
Credit Agreement
On March 2, 2012,October 17, 2018, we entered into a credit agreement (the “Revolving Credit Agreement”), providing for a five-year $1 billion senior unsecured revolving credit facility, which replaces our previous five-year $1 billion senior unsecured revolving credit agreement (the “Creditdated as of March 2, 2012 (as amended, the “Prior Revolving Credit Agreement”), providing. In addition, we incurred issuance costs of $0.8 million which is amortized to interest expense over the term using the straight-line method. The Revolving Credit Agreement provides for loans to usAdobe and certain of our subsidiaries.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 the applicable lenders requestto provide additional commitments, obtain up to an additional $500 million in commitments, for a maximum aggregate commitment of $1.5 billion. LoansAt our election, loans under the Revolving Credit Agreement will bear interest at either (i) LIBOR plus a margin, based on our public debt ratings, ranging from 0.795% and 1.3%0.585% to 1.015% or (ii) thea base rate, which is defined as the highest of (a) the agent’s prime rate, (b) the federal funds effective rate plus 0.50%0.500% or (c) LIBOR plus 1.00% plus a margin, based on our debt ratings, ranging from 0.00%0.000% to 0.30%0.015%. CommitmentIn 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 0.110% per annum. We are permitted to permanently reduce the aggregate commitment under the Revolving Credit Agreement at rates between 0.08% and 0.20% per year, also based on our debt ratings.any time. Subject to certain conditions stated in the Revolving Credit Agreement, weAdobe and any of ourits subsidiaries designated as additional borrowers may borrow, prepay and re-borrow amounts under the revolving credit facility at any time during the term of the Revolving Credit Agreement.
In connection with and at the time that we entered into the Revolving Credit Agreement, the Prior Revolving Credit Agreement originally scheduled to expire on July 27, 2020 was terminated. There were no outstanding borrowings or letters of credit issued under the Prior Revolving Credit Agreement at the time of termination. There were no penalties paid as a result of the termination of the Prior Revolving Credit Agreement.
The Revolving Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including a financial covenant, 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 and acquisition transactions, dispositions and other matters, all subject to certain exceptions. The financial covenant, based on a quarterly financial test, requires us not to exceed a maximum leverage ratio.
On March 1, 2013, we exercised an option under the Credit Agreement to extend the maturity date of the Credit Agreement by one year to March 2, 2018.
On July 27, 2015, we entered into an amendment to further extend the maturity date of the Credit Agreement to July 27, 2020 and reallocated the facility among the syndicate of lenders that are parties to the Credit Agreement.
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 November 27, 2015,30, 2018, there were no outstanding borrowings under thisthe Revolving Credit Agreement and we were in compliance with all covenants.
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 17.16. NON-OPERATING INCOME (EXPENSE)
Non-operating income (expense) for fiscal 20152018, 20142017 and 20132016 included the following (in thousands):
| | | | | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
| Interest and other income (expense), net: | | | | | | | | | | | |
| Interest income | | $ | 28,759 |
| | $ | 21,355 |
| | $ | 21,887 |
| $ | 92,540 |
| | $ | 66,069 |
| | $ | 47,340 |
|
| Foreign exchange gains (losses) | | (20,130 | ) | | (18,840 | ) | | (21,001 | ) | (42,612 | ) | | (30,705 | ) | | (35,716 | ) |
| Realized gains on fixed income investment | | 3,309 |
| | 4,024 |
| | 4,090 |
| 655 |
| | 1,673 |
| | 2,880 |
|
| Realized losses on fixed income investment | | (354 | ) | | (97 | ) | | (1,077 | ) | (11,305 | ) | | (725 | ) | | (985 | ) |
| Other | | 22,325 |
| | 825 |
| | 1,042 |
| 258 |
| | 83 |
| | 29 |
|
| Interest and other income (expense), net | | $ | 33,909 |
| | $ | 7,267 |
| | $ | 4,941 |
| $ | 39,536 |
| | $ | 36,395 |
| | $ | 13,548 |
|
| Interest expense | | $ | (64,184 | ) | | $ | (59,732 | ) | | $ | (67,508 | ) | $ | (89,242 | ) | | $ | (74,402 | ) | | $ | (70,442 | ) |
| Investment gains (losses), net: | | |
| | | | | |
| | | | |
| Realized investment gains | | $ | 2,760 |
| | $ | 1,298 |
| | $ | 1,783 |
| $ | 6,128 |
| | $ | 3,279 |
| | $ | 4,964 |
|
| Unrealized investment gains | | — |
| | 912 |
| | 1,251 |
| — |
| | 4,274 |
| | 186 |
|
| Realized investment losses | | (206 | ) | | (1,054 | ) | | (7,049 | ) | — |
| | — |
| | (6,720 | ) |
| Unrealized investment losses | | (1,593 | ) | | — |
| | — |
| (2,915 | ) | | — |
| | — |
|
| Investment gains (losses), net | | $ | 961 |
| | $ | 1,156 |
| | $ | (4,015 | ) | $ | 3,213 |
| | $ | 7,553 |
| | $ | (1,570 | ) |
| Non-operating income (expense), net | | $ | (29,314 | ) | | $ | (51,309 | ) | | $ | (66,582 | ) | $ | (46,493 | ) | | $ | (30,454 | ) | | $ | (58,464 | ) |
NOTE 18.17. INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS
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 CEO, 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 and intangible assets, we do not identify or allocate our assets by the reportable segments.
WeOur business is organized into three reportable segments: Digital Media, Digital Experience (formerly Digital Marketing), and Publishing (formerly Print and Publishing). These segments provide our senior management with a comprehensive financial view of our key businesses. Our segments are aligned around our two strategic growth opportunities described above, placing our Publishing business in a third segment that contains some of our mature products and solutions.
For fiscal 2018, we have the following reportable segments:
Digital Media—Our Digital Media segment provides tools and solutions that enable individuals, small and medium businesses and enterprises to create, publish, promote and monetize their digital content anywhere. Our customers include traditional content creators, web application developers and digital media professionals, as well as their management in marketing departments and agencies, companies and publishers. Our customers also include knowledge workers who create, collaborate and distribute documents.
Digital Marketing—Experience—Our Digital MarketingExperience segment provides solutions and services for how digital advertising and marketing are created, managed, executed, measured and optimized. Our customers include digital marketers, advertisers, publishers, merchandisers, web analysts, chief marketing officers, chief information officerofficers and chief revenue officers. This segment also includes our marketing cloud platform offerings and commerce platform offerings from the Magento and Marketo acquisitions in the third and fourth quarter of fiscal 2018, respectively.
ADOBE INC.
Print and NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Publishing—Our Print and Publishing segment addresses market opportunities ranging from the diverse authoring and publishing needs of technical and business publishing to our legacy type and OEM printing businesses. It also includes our web conferencing and document and forms platforms effective fiscal 2018.
ADOBE SYSTEMS INCORPORATEDIn fiscal 2018, we moved our legacy enterprise offerings—Adobe Connect web conferencing platform and Adobe LiveCycle, an enterprise document and forms platform—from our Digital Experience segment into Publishing, in order to more closely align our Digital Experience business with the strategic growth opportunity. Prior year information in the tables below have been reclassified to reflect this change.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our segment results for fiscal 20152018, 20142017 and 20132016 were as follows (dollars in thousands):
| | | | Digital Media | | Digital Marketing | | Print and Publishing | | Total | Digital Media | | Digital Experience | | Publishing | | Total |
| Fiscal 2015 | |
| | | | |
| | |
| |
| Fiscal 2018 | | |
| | | | |
| | |
|
| Revenue | $ | 3,095,160 |
| | $ | 1,508,858 |
| | $ | 191,493 |
| | $ | 4,795,511 |
| $ | 6,325,315 |
| | $ | 2,443,745 |
| | $ | 260,948 |
| | $ | 9,030,008 |
|
| Cost of revenue | 210,587 |
| | 525,309 |
| | 8,421 |
| | 744,317 |
| 249,386 |
| | 922,414 |
| | 23,199 |
| | 1,194,999 |
|
| Gross profit | $ | 2,884,573 |
| | $ | 983,549 |
| | $ | 183,072 |
| | $ | 4,051,194 |
| $ | 6,075,929 |
| | $ | 1,521,331 |
| | $ | 237,749 |
| | $ | 7,835,009 |
|
| Gross profit as a percentage of revenue | 93 | % | | 65 | % | | 96 | % | | 84 | % | 96 | % | | 62 | % | | 91 | % | | 87 | % |
| Fiscal 2014 | |
| | | | |
| | |
| |
| Fiscal 2017 | | |
| | | | |
| | |
|
| Revenue | $ | 2,603,179 |
| | $ | 1,355,216 |
| | $ | 188,670 |
| | $ | 4,147,065 |
| $ | 5,010,579 |
| | $ | 2,030,324 |
| | $ | 260,602 |
| | $ | 7,301,505 |
|
| Cost of revenue | 148,958 |
| | 463,772 |
| | 9,350 |
| | 622,080 |
| 239,994 |
| | 747,005 |
| | 23,492 |
| | 1,010,491 |
|
| Gross profit | $ | 2,454,221 |
| | $ | 891,444 |
| | $ | 179,320 |
| | $ | 3,524,985 |
| $ | 4,770,585 |
| | $ | 1,283,319 |
| | $ | 237,110 |
| | $ | 6,291,014 |
|
| Gross profit as a percentage of revenue | 94 | % | | 66 | % | | 95 | % | | 85 | % | 95 | % | | 63 | % | | 91 | % | | 86 | % |
| Fiscal 2013 | |
| | | | |
| | |
| |
| Fiscal 2016 | | |
| | | | |
| | |
|
| Revenue | $ | 2,625,913 |
| | $ | 1,228,868 |
| | $ | 200,459 |
| | $ | 4,055,240 |
| $ | 3,941,011 |
| | $ | 1,631,426 |
| | $ | 281,993 |
| | $ | 5,854,430 |
|
| Cost of revenue | 170,788 |
| | 404,804 |
| | 10,965 |
| | 586,557 |
| 231,074 |
| | 559,938 |
| | 28,896 |
| | 819,908 |
|
| Gross profit | $ | 2,455,125 |
| | $ | 824,064 |
| | $ | 189,494 |
| | $ | 3,468,683 |
| $ | 3,709,937 |
| | $ | 1,071,488 |
| | $ | 253,097 |
| | $ | 5,034,522 |
|
| Gross profit as a percentage of revenue | 93 | % | | 67 | % | | 95 | % | | 86 | % | 94 | % | | 66 | % | | 90 | % | | 86 | % |
The tables below list our revenue and property and equipment, net, by geographic area for fiscal 20152018, 20142017 and 20132016 (in thousands). With the exception of property and equipment, we do not identify or allocate our assets (including long-lived assets) by geographic area.
| | | Revenue | Revenue | | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
| Americas: | Americas: | | | | | | | | | | | |
| United States | United States | | $ | 2,548,024 |
| | $ | 2,115,148 |
| | $ | 1,935,429 |
| $ | 4,632,469 |
| | $ | 3,830,845 |
| | $ | 3,087,764 |
|
| Other | Other | | 240,020 |
| | 199,221 |
| | 198,953 |
| 484,296 |
| | 385,686 |
| | 312,371 |
|
| Total Americas | Total Americas | | 2,788,044 |
| | 2,314,369 |
| | 2,134,382 |
| 5,116,765 |
| | 4,216,531 |
| | 3,400,135 |
|
| EMEA | EMEA | | 1,336,448 |
| | 1,179,864 |
| | 1,129,180 |
| 2,550,062 |
| | 1,985,105 |
| | 1,619,153 |
|
| APAC: | APAC: | | | | | | | | | | | |
| Japan | Japan | | 347,740 |
| | 365,570 |
| | 472,110 |
| 609,361 |
| | 524,254 |
| | 401,205 |
|
| Other | Other | | 323,279 |
| | 287,262 |
| | 319,568 |
| 753,820 |
| | 575,615 |
| | 433,937 |
|
| Total APAC | Total APAC | | 671,019 |
| | 652,832 |
| | 791,678 |
| 1,363,181 |
| | 1,099,869 |
| | 835,142 |
|
| Revenue | Revenue | | $ | 4,795,511 |
| | $ | 4,147,065 |
| | $ | 4,055,240 |
| $ | 9,030,008 |
| | $ | 7,301,505 |
| | $ | 5,854,430 |
|
ADOBE SYSTEMS INCORPORATEDINC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | | Property and Equipment | Property and Equipment | | 2015 | | 2014 | 2018 | | 2017 | | 2016 |
| Americas: | Americas: | | | | | | | | | |
| United States | United States | | $ | 621,122 |
| | $ | 651,281 |
| $ | 882,145 |
| | $ | 753,393 |
| | $ | 642,823 |
|
| Other | Other | | 427 |
| | 656 |
| 30,475 |
| | 2,797 |
| | 559 |
|
| Total Americas | Total Americas | | 621,549 |
| | 651,937 |
| 912,620 |
| | 756,190 |
| | 643,382 |
|
| EMEA | EMEA | | 43,943 |
| | 46,380 |
| 51,033 |
| | 54,181 |
| | 48,662 |
|
| APAC: | APAC: | | | | | | | | | |
| India | India | | 111,662 |
| | 76,428 |
| 93,259 |
| | 109,051 |
| | 106,322 |
|
| Other | Other | | 10,267 |
| | 10,378 |
| 18,160 |
| | 17,554 |
| | 17,898 |
|
| Total APAC | Total APAC | | 121,929 |
| | 86,806 |
| 111,419 |
| | 126,605 |
| | 124,220 |
|
| Property and equipment, net | Property and equipment, net | | $ | 787,421 |
| | $ | 785,123 |
| $ | 1,075,072 |
| | $ | 936,976 |
| | $ | 816,264 |
|
Significant Customers
For fiscal 2015, 20142018, 2017 and 20132016 there were no customers that represented at least 10% of net revenue. InAs of fiscal 2015year end 2018 and 2014,2017, no single customer was responsible for over 10% of our trade receivables.
NOTE 19.18. SELECTED QUARTERLY FINANCIAL DATA (unaudited)
| | | | | 2015 | 2018 |
| (in thousands, except per share data) | | Quarter Ended | Quarter Ended |
| | | February 27 | | May 29 | | August 28 | | November 27 | March 2 | | June 1 | | August 31 | | November 30 |
| Revenue | | $ | 1,109,181 |
| | $ | 1,162,158 |
| | $ | 1,217,768 |
| | $ | 1,306,404 |
| $ | 2,078,947 |
| | $ | 2,195,360 |
| | $ | 2,291,076 |
| | $ | 2,464,625 |
|
| Gross profit | | $ | 942,383 |
| | $ | 976,985 |
| | $ | 1,026,783 |
| | $ | 1,105,043 |
| $ | 1,820,045 |
| | $ | 1,914,016 |
| | $ | 1,995,584 |
| | $ | 2,105,364 |
|
| Income before income taxes | | $ | 163,248 |
| | $ | 180,974 |
| | $ | 232,619 |
| | $ | 296,940 |
| $ | 702,502 |
| | $ | 690,799 |
| | $ | 701,358 |
| | $ | 699,217 |
|
| Net income | | $ | 84,888 |
| | $ | 147,493 |
| | $ | 174,465 |
| | $ | 222,705 |
| $ | 583,076 |
| | $ | 663,167 |
| | $ | 666,291 |
| | $ | 678,240 |
|
| Basic net income per share | | $ | 0.17 |
| | $ | 0.30 |
| | $ | 0.35 |
| | $ | 0.45 |
| $ | 1.18 |
| | $ | 1.35 |
| | $ | 1.36 |
| | $ | 1.39 |
|
| Diluted net income per share | | $ | 0.17 |
| | $ | 0.29 |
| | $ | 0.34 |
| | $ | 0.44 |
| $ | 1.17 |
| | $ | 1.33 |
| | $ | 1.34 |
| | $ | 1.37 |
|
| | | | | 2014 | 2017 |
| (in thousands, except per share data) | | Quarter Ended | Quarter Ended |
| | | February 28 | | May 30 | | August 29 | | November 28 | March 3 | | June 2 | | September 1 | | December 1 |
| Revenue | | $ | 1,000,120 |
| | $ | 1,068,208 |
| | $ | 1,005,409 |
| | $ | 1,073,328 |
| $ | 1,681,646 |
| | $ | 1,772,190 |
| | $ | 1,841,074 |
| | $ | 2,006,595 |
|
| Gross profit | | $ | 851,611 |
| | $ | 913,304 |
| | $ | 847,685 |
| | $ | 912,385 |
| $ | 1,444,309 |
| | $ | 1,532,830 |
| | $ | 1,578,152 |
| | $ | 1,735,723 |
|
| Income before income taxes | | $ | 64,892 |
| | $ | 121,271 |
| | $ | 62,938 |
| | $ | 112,275 |
| $ | 460,632 |
| | $ | 492,618 |
| | $ | 541,379 |
| | $ | 643,012 |
|
| Net income | | $ | 47,046 |
| | $ | 88,527 |
| | $ | 44,686 |
| | $ | 88,136 |
| $ | 398,446 |
| | $ | 374,390 |
| | $ | 419,569 |
| | $ | 501,549 |
|
| Basic net income per share | | $ | 0.09 |
| | $ | 0.18 |
| | $ | 0.09 |
| | $ | 0.18 |
| $ | 0.81 |
| | $ | 0.76 |
| | $ | 0.85 |
| | $ | 1.02 |
|
| Diluted net income per share | | $ | 0.09 |
| | $ | 0.17 |
| | $ | 0.09 |
| | $ | 0.17 |
| $ | 0.80 |
| | $ | 0.75 |
| | $ | 0.84 |
| | $ | 1.00 |
|
Our fiscal year is a 52- or 53-week year that ends on the Friday closest to November 30. Each of the fiscal quarters presented were comprised of 13 weeks.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TheTo the Stockholders and Board of Directors and Stockholders
Adobe Systems Incorporated:Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Adobe Systems IncorporatedInc. and subsidiaries (the Company) as of November 27, 201530, 2018 and November 28, 2014, andDecember 1, 2017, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended November 27, 2015.30, 2018, and the related notes (collectively, the consolidated financial statements). We also have audited Adobe Systems Incorporated’sthe Company’s internal control over financial reporting as of November 27, 2015,30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).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 November 30, 2018 and December 1, 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended November 30, 2018, 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 November 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired Magento on June 18, 2018 and Marketo on October 31, 2018, as discussed in Note 2 to the consolidated financial statements. As discussed in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A, management excluded from its assessment of the effectiveness of Adobe Systems Incorporated’sInc.’s internal control over financial reporting as of November 30, 2018, Magento and Marketo’s internal control over financial reporting associated with consolidated total assets of approximately 1.1%, and consolidated total revenues of approximately 1.0%, included in the Company’s consolidated financial statements as of and for the year ended November 30, 2018. Our audit of internal control over financial reporting of Adobe Inc. as of November 30, 2018, also excluded an evaluation of the internal control over financial reporting of Magento and Marketo.
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 ControlControls over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on thesethe 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 Public Company Accounting Oversight Board (United States).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 supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.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.
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.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Adobe Systems Incorporated and subsidiaries as of November 27, 2015 and November 28, 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended November 27, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Adobe Systems Incorporated maintained, in all material respects, effective internal control over financial reporting as of November 27, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
(signed) KPMG LLP
We have served as the Company’s auditor since 1983.
Santa Clara, California
January 19, 201625, 2019
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of November 27, 201530, 2018. Based on their evaluation as of November 27, 201530, 2018, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errorerrors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Adobe have been detected.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of November 27, 201530, 2018. In making this assessment, our management used the criteria set forthestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).COSO. Our management has concluded that, as of November 27, 2015,30, 2018, our internal control over financial reporting is effective based on these criteria.
We acquired Magento on June 18, 2018 and Marketo on October 31, 2018, as discussed in Note 2 to the Consolidated Financial Statements. As permitted by the SEC staff’s Frequently Asked Question 3 on Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports (revised September 24, 2007), our management excluded from our assessment of internal control over financial reporting effectiveness as of November 30, 2018, Magento and Marketo’s internal control over financial reporting associated with consolidated total assets of approximately 1.1%, and consolidated total revenues of approximately 1.0%, included in our Consolidated Financial Statements as of and for the year ended November 30, 2018. We will include Magento and Marketo in our assessment of the effectiveness of internal control over financial reporting starting fiscal 2019.
KPMG LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting, which is included herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended November 27, 201530, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 of Form 10-K that is found in our 20162019 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 20162019 Annual Meeting of Stockholders (“20162019 Proxy Statement”) is incorporated herein by reference to our 20162019 Proxy Statement. The 20162019 Proxy Statement will be filed with the SEC within 120
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 of Form 10-K is incorporated herein by reference to our 20162019 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 of Form 10-K is incorporated herein by reference to our 20162019 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item13 of Form 10-K is incorporated herein by reference to our 20162019 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 of Form 10-K is incorporated herein by reference to our 20162019 Proxy Statement.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 3.1 |
| | | | 8-K | | 4/26/11 | | 3.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 3.2 |
| | | | 8-K | | 10/9/18 | | 3.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 3.3 |
| | | | 8-K | | 10/9/18 | | 3.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 4.1 |
| | | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 4.2 |
| | | | S-3 | | 2/26/16 | | 4.1 |
| | 333-209764 | | |
| | | | | | | | | | | | | |
| 4.3 |
| | | | 8-K | | 1/26/10 | | 4.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 4.4 |
| | | | 8-K | | 1/26/15 | | 4.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.1A |
| | | | 10-Q | | 4/9/10 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.1B |
| | | | 10-K | | 1/23/09 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.1C |
| | | | 10-K | | 1/26/12 | | 10.13 |
| | 000-15175 | | |
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| 10.2 |
| | | | 10-Q | | 6/29/16 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3A |
| | | | 8-K | | 4/13/18 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3B |
| | | | 8-K | | 12/20/10 | | 99.4 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3C |
| | | | 8-K | | 1/26/18 | | 10.6 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3D |
| | | | 10-Q | | 10/7/04 | | 10.11 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3E |
| | | | 8-K | | 1/28/15 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3F |
| | | | 8-K | | 1/28/15 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3G |
| | | | 8-K | | 1/29/16 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3H |
| | | | 8-K | | 1/29/16 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3I |
| | | | 8-K | | 1/27/17 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3J |
| | | | 8-K | | 1/27/17 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3K |
| | | | 8-K | | 1/26/18 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3L |
| | | | 8-K | | 1/26/18 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3M |
| | | | 8-K | | 12/20/10 | | 99.6 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.3N |
| | | | 8-K | | 12/20/10 | | 99.7 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 10.3O |
| | | | 8-K | | 12/20/10 | | 99.8 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.4A |
| | | | 10-Q | | 6/28/13 | | 10.17 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.4B |
| | | | 8-K | | 12/20/10 | | 99.10 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.4C |
| | | | 8-K | | 1/28/13 | | 10.7 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.5 |
| | | | 8-K | | 12/11/14 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.6 |
| | | | 10-Q | | 6/26/09 | | 10.12 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.7 |
| | | | 10-K | | 1/20/15 | | 10.19 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.8 |
| | Credit Agreement, dated as of October 17, 2018, among Adobe Inc. and certain subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., Wells Fargo Bank National Association, U.S Bank National Association, Societe Generale S.A. as Co-Syndication Agents, Bank of America, N.A. as Administrative Agent and Swing Line Lender, and the Other Lenders Party Thereto | | 8-K | | 10/19/18 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.9 |
| | | | 8-K | | 10/19/18 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.10 |
| | | | 10-Q | | 8/6/09 | | 10.3 |
| | 000-52076 | | |
| | | | | | | | | | | | | |
| 10.11 |
| | | | 10-K | | 2/27/09 | | 10.10 |
| | 000-52076 | | |
| | | | | | | | | | | | | |
| 10.12 |
| | | | S-8 | | 1/27/11 | | 99.1 |
| | 333-171902 | | |
| | | | | | | | | | | | | |
| 10.13 |
| | | | S-8 | | 7/29/11 | | 99.1 |
| | 333-175910 | | |
| | | | | | | | | | | | | |
| 10.14 |
| | | | S-8 | | 10/7/11 | | 99.1 |
| | 333-177229 | | |
| | | | | | | | | | | | | |
| 10.15 |
| | | | S-8 | | 11/18/11 | | 99.1 |
| | 333-178065 | | |
| | | | | | | | | | | | | |
| 10.16 |
| | | | S-8 | | 1/27/12 | | 99.1 |
| | 333-179221 | | |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 10.17A |
| | | | S-8 | | 1/23/13 | | 99.1 |
| | 333-186143 | | |
| | | | | | | | | | | | | |
| 10.17B |
| | | | S-8 | | 1/23/13 | | 99.2 |
| | 333-186143 | | |
| | | | | | | | | | | | | |
| 10.18 |
| | | | S-8 | | 8/27/13 | | 99.1 |
| | 333-190846 | | |
| | | | | | | | | | | | | |
| 10.19 |
| | | | S-8 | | 8/27/13 | | 99.2 |
| | 333-190846 | | |
| | | | | | | | | | | | | |
| 10.20A |
| | | | S-8 | | 9/26/14 | | 99.1 |
| | 333-198973 | | |
| | | | | | | | | | | | | |
| 10.20B |
| | | | S-8 | | 9/26/14 | | 99.2 |
| | 333-198973 | | |
| | | | | | | | | | | | | |
| 10.20C |
| | | | S-8 | | 9/26/14 | | 99.3 |
| | 333-198973 | | |
| | | | | | | | | | | | | |
| 10.21 |
| | | | S-8 | | 3/13/15 | | 99.1 |
| | 333-202732
| | |
| | | | | | | | | | | | | |
| 10.22 |
| | | | S-1 | | 3/26/14 | | 10.2 |
| | 333-194817 | | |
| | | | | | | | | | | | | |
| 10.23 |
| | | | S-1A | | 7/7/14 | | 10.3 |
| | 333-194817 | | |
| | | | | | | | | | | | | |
| 10.24 |
| | | | S-8 | | 6/27/18 | | 99.14 |
| | 333-225922 | | |
| | | | | | | | | | | | | |
| 10.25 |
| | | | 8-K | | 12/14/17 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.26 |
| | | | 8-K | | 1/28/15 | | 10.5 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.27 |
| | | | 8-K | | 1/29/16 | | 10.5 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.28 |
| | | | 8-K | | 1/29/16 | | 10.4 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.29 |
| | | | 8-K | | 1/27/17 | | 10.5 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.30 |
| | | | 8-K | | 1/26/18 | | 10.5 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.31 |
| | | | 10-K | | 1/19/16 | | 10.32 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.32 |
| | | | 10-K | | 1/20/17 | | 10.32 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.33 |
| | | | 10-K | | 1/22/18 | | 10.29 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.34 |
| | | | 8-K | | 1/24/19 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 10.35 |
| | Share Purchase Agreement by and among: Adobe, a Delaware corporation; Milestone Topco, Inc., a Delaware corporation; Vista Equity Partners Fund V, L.P., a Delaware limited partnership; Vista Equity Partners Fund V-A, L.P., a Cayman Island exempted limited partnership; Vista Equity Partners Fund V-B, L.P., a Cayman Island exempted limited partnership; VEPF V FAF, L.P., a Delaware limited partnership; Vista Equity Partners Fund V Executive, L.P., a Delaware limited partnership; Vista Equity Associates V, LLC, a Delaware limited liability company; Vista Equity Partners Fund VI, L.P., a Cayman Island exempted limited partnership; Vista Equity Partners Fund VI-A, L.P., a Cayman Island exempted limited partnership; VEPF VI FAF, L.P., a Cayman Island exempted limited partnership; and Vista Equity Partners Management, LLC, a Delaware limited liability company, as the Sellers’ Representative | | 8-K | | 9/21/18 | | 2.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 21 |
| | | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 23.1 |
| | | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 24.1 |
| | | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 31.1 |
| | | | | | | | |
| | | | X |
| | | | | | | | | | | | | |
| 31.2 |
| | | | | | | | |
| | | | X |
| | | | | | | | | | | | | |
| 32.1 |
| | | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 32.2 |
| | | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 101.INS | | XBRL Instance | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 101.SCH | | XBRL Taxonomy Extension Schema | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 101.CAL | | XBRL Taxonomy Extension Calculation | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 101.LAB | | XBRL Taxonomy Extension Labels | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 101.PRE | | XBRL Taxonomy Extension Presentation | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 101.DEF | | XBRL Taxonomy Extension Definition | | | | | | | | | | X |
___________________________
|
| | |
2.* | Exhibits. The exhibits listed in the accompanying Index | Compensatory plan or arrangement. |
| | |
| ** | | References to Exhibits 10.11 and 10.12 are to filings made by Omniture, Inc. |
| | |
| † | | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed orwith the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Adobe Inc. under the Securities Act of 1933, as partamended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K.10-K, irrespective of any general incorporation language contained in such filing. |
| | |
| †† | | References to Exhibits 10.22 through 10.23 are to filings made by TubeMogul, Inc. |
ITEM 16. FORM 10-K SUMMARY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| | |
| | ADOBE SYSTEMS INCORPORATEDINC. |
| | |
| | By: | /s/ MARK GARRETTJOHN MURPHY |
| | | Mark GarrettJohn Murphy |
| | | Executive Vice President and |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
Date: January 19, 201625, 2019
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shantanu Narayen and Mark Garrett,John Murphy, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
| | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ JOHN E. WARNOCK | | | | January 19, 2016 |
John E. Warnock | | Chairman of the Board of Directors | | |
| | | | |
/s/ CHARLES M. GESCHKE | | | | January 19, 2016 |
Charles M. Geschke | | Chairman of the Board of Directors | | |
| | | | | |
| /s/ SHANTANU NARAYEN | | | | January 19, 201625, 2019 |
Shantanu Narayen | | Director, Chairman of the Board of Directors,
President and Chief Executive Officer (Principal Executive Officer) | | |
| | | | | |
/s/ MARK GARRETTJOHN MURPHY | | | | January 19, 201625, 2019 |
Mark GarrettJohn Murphy | | Executive Vice President, and Chief Financial Officer (Principal Financial Officer) | | |
| | | | | |
/s/ RICHARD T. ROWLEYMARK GARFIELD | | | | January 19, 201625, 2019 |
Richard T. RowleyMark Garfield | | Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | | |
| | | | |
| /s/ JAMES DALEY | | | | January 25, 2019 |
| James Daley | | Director | | |
| | | | | |
| /s/ AMY BANSE | | | | January 19, 201625, 2019 |
| Amy Banse | | Director | | |
| | | | | |
/s/ KELLY BARLOW | | | | January 19, 2016 |
Kelly Barlow | | Director | | |
|
| | | | |
| Signature | | Title | | Date |
| | | | |
/s/ EDWARD W. BARNHOLT | | | | January 19, 201625, 2019 |
Edward W. Barnholt | | Director | | |
| | | | | |
/s/ ROBERT K. BURGESS | | | | January 19, 201625, 2019 |
Robert K. Burgess | | Director | | |
| | | | | |
| /s/ FRANK CALDERONI | | | | January 19, 201625, 2019 |
| Frank Calderoni | | Director | | |
| | | | |
/s/ MICHAEL R. CANNON | | | | January 19, 2016 |
Michael R. Cannon | | Director | | |
| | | | |
/s/ JAMES E. DALEY | | | | January 19, 2016 |
James E. Daley | | Director | | |
| | | | | |
| /s/ LAURA DESMOND | | | | January 19, 201625, 2019 |
| Laura Desmond | | Director | | |
| | | | | |
| /s/ CHARLES GESCHKE | | | | January 25, 2019 |
| Charles Geschke | | Director | | |
| | | | |
| /s/ DAVID RICKS | | | | January 25, 2019 |
| David Ricks | | Director | | |
| | | | |
/s/ DANIEL L. ROSENSWEIG | | | | January 19, 201625, 2019 |
Daniel L. Rosensweig | | Director | | |
| | | | | |
/s/ ROBERT SEDGEWICKJOHN WARNOCK | | | | January 19, 201625, 2019 |
Robert SedgewickJohn Warnock | | Director | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | | |
SUMMARY OF TRADEMARKS
The following trademarks of Adobe Systems IncorporatedInc. or its subsidiaries, which may be registered in the United States and/or other countries, are referenced in this Form 10-K:
Acrobat
Adobe
Adobe Connect
Adobe CreativeSync
Adobe Dimension
Adobe Premiere
Adobe Sensei
After Effects
Behance
Creative Cloud
Creative Suite
Dreamweaver
EchoSign
Flash
Fotolia
Illustrator
InCopy
InDesign
Lightroom
LiveCycle
Magento
Marketo
Photoshop
PostScript
Reader
Sensei
TubeMogul
Typekit
All other trademarks are the property of their respective owners.
INDEX TOEXHIBITS
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 3.1 |
| | Restated Certificate of Incorporation of Adobe Systems Incorporated | | 8-K | | 4/26/11 | | 3.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 3.2 |
| | Amended and Restated Bylaws | | 8-K | | 10/30/12 | | 3.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 4.1 |
| | Specimen Common Stock Certificate | | 10-Q | | 6/25/14 | | 4.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 4.2 |
| | Form of Indenture | | S-3 | | 1/15/10 | | 4.1 |
| | 333-164378 | | |
| | | | | | | | | | | | | |
| 4.3 |
| | Form of Global Note for Adobe Systems Incorporated’s 4.750% Notes due 2020, together with Form of Officer’s Certificate setting forth the terms of the Notes | | 8-K | | 1/26/10 | | 4.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 4.4 |
| | Form of Global Note for Adobe Systems Incorporated’s 3.250% Notes due 2025, together with Form of Officer’s Certificate setting forth the terms of the Notes | | 8-K | | 1/26/2015 | | 4.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.1A |
| | Amended 1994 Performance and Restricted Stock Plan* | | 10-Q | | 4/9/10 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.1B |
| | Form of Restricted Stock Agreement used in connection with the Amended 1994 Performance and Restricted Stock Plan* | | 10-K | | 1/23/09 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.1C |
| | Form of Restricted Stock Unit Agreement used in connection with the Amended 1994 Performance and Restricted Stock Plan* | | 10-K | | 1/26/12 | | 10.13 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.2A |
| | 1996 Outside Directors Stock Option Plan, as amended* | | 10-Q | | 4/12/06 | | 10.6 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.2B |
| | Forms of Stock Option Agreements used in connection with the 1996 Outside Directors Stock Option Plan* | | S-8 | | 6/16/00 | | 4.8 |
| | 333-39524 | | |
| | | | | | | | | | | | | |
| 10.3 |
| | 1997 Employee Stock Purchase Plan, as amended* | | 10-Q | | 6/24/15 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.4A |
| | 2003 Equity Incentive Plan, as amended* | | 8-K | | 4/10/15 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.4B |
| | Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan* | | 8-K | | 12/20/10 | | 99.4 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.4C |
| | Form of RSU Grant Notice and Award Agreement pursuant to the 2003 Equity Incentive Plan* | | 8-K | | 1/28/15 | | 10.6 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | Incorporated by Reference** | | | | |
Exhibit
Number
| | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed
Herewith
|
| | | | | | | | | | | | |
10.4D |
| | Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan* | | 10-Q | | 10/7/04 | | 10.11 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4E |
| | Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan (applicable to the 2012 Performance Share Program)* | | 8-K | | 1/26/12 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4F |
| | Award Calculation Methodology to the 2012 Performance Share Program pursuant to the 2003 Equity Incentive Plan* | | 8-K | | 1/26/12 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4G |
| | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2012 Performance Share Program)* | | 10-K | | 1/26/12 | | 10.61 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4H |
| | 2013 Performance Share Program pursuant to the 2003 Equity Incentive Plan* | | 8-K | | 1/28/13 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4I |
| | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2013 Performance Share Program)* | | 8-K | | 1/28/13 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4J |
| | 2014 Performance Share Program pursuant to the 2003 Equity Incentive Plan* | | 8-K | | 1/29/14 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4K |
| | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2014 Performance Share Program)* | | 8-K | | 1/29/14 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4L |
| | 2015 Performance Share Program pursuant to the 2003 Equity Incentive Plan* | | 8-K | | 1/28/15 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4M |
| | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2015 Performance Share Program)* | | 8-K | | 1/28/15 | | 10.3 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4N |
| | Form of Director Initial Grant Restricted Stock Unit Award Agreement used in connection with the 2003 Equity Incentive Plan* | | 8-K | | 12/20/10 | | 99.6 |
| | 000-15175 | | |
| | | | | | | | | | | | |
10.4O |
| | Form of Director Annual Grant Restricted Stock Unit Award Agreement used in connection with the 2003 Equity Incentive Plan* | | 8-K | | 12/20/10 | | 99.7 |
| | 000-15175 | | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 10.4P |
| | Form of Director Annual Grant Stock Option Agreement used in connection with the 2003 Equity Incentive Plan* | | 8-K | | 12/20/10 | | 99.8 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.5A |
| | 2005 Equity Incentive Assumption Plan, as amended and restated* | | 10-Q | | 6/28/13 | | 10.17 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.5B |
| | Form of Stock Option Agreement used in connection with the 2005 Equity Incentive Assumption Plan* | | 8-K | | 12/20/10 | | 99.10 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.5C |
| | Form of RSU Grant Notice and Award Agreement pursuant to the 2005 Equity Incentive Assumption Plan* | | 8-K | | 1/28/13 | | 10.7 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.6 |
| | Retention Agreement between Adobe Systems Incorporated and Shantanu Narayen, effective December 5, 2014* | | 8-K | | 12/11/14 | | 10.20 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.7 |
| | Form of Indemnity Agreement* | | 10-Q | | 6/26/09 | | 10.12 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.8A |
| | Lease between Adobe Systems Incorporated and Selco Service Corporation, dated March 26, 2007 | | 8-K | | 3/28/07 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.8B |
| | Participation Agreement among Adobe Systems Incorporated, Selco Service Corporation, et al. dated March 26, 2007 | | 8-K | | 3/28/07 | | 10.2 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.8C |
| | Master Amendment No. 2 among Adobe Systems Incorporated, Selco Service Corporation and KeyBank National Association dated October 31, 2011 | | 10-K | | 1/22/13 | | 10.13 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.9 |
| | Adobe Systems Incorporated Deferred Compensation Plan, as Amended and Restated* | | 10-K | | 1/20/15 | | 10.19 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.10A |
| | Credit Agreement, dated as of March 2, 2012, among Adobe Systems Incorporated and certain subsidiaries as Borrowers, The Royal Bank of Scotland PLC and U.S. Bank National Association as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A. as Administrative Agent and Swing Line Lender, and the Other Lenders Party Thereto | | 8-K | | 3/7/12 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.10B |
| | First Amendment to Credit Agreement, dated as of July 27, 2015 among the Company and Bank of America, N.A. as Administrative Agent and Swing Line Lender and the other lenders party thereto | | 8-K | | 7/30/15 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 10.11A |
| | Omniture, Inc. 1999 Equity Incentive Plan, as amended (the “Omniture 1999 Plan”)* | | S-1 | | 4/4/06 | | 10.2A |
| | 333-132987 | | |
| | | | | | | | | | | | | |
| 10.11B |
| | Forms of Stock Option Agreement under the Omniture 1999 Plan* | | S-1 | | 4/4/06 | | 10.2B |
| | 333-132987 | | |
| | | | | | | | | | | | | |
| 10.11C |
| | Form of Stock Option Agreement under the Omniture 1999 Plan used for Named Executive Officers and Non-Employee Directors* | | S-1 | | 6/9/06 | | 10.2C |
| | 333-132987 | | |
| | | | | | | | | | | | | |
| 10.12 |
| | Omniture, Inc. 2006 Equity Incentive Plan and related forms* | | 10-Q | | 8/6/09 | | 10.3 |
| | 000-52076 | | |
| | | | | | | | | | | | | |
| 10.13 |
| | Omniture, Inc. 2007 Equity Incentive Plan and related forms* | | 10-K | | 2/27/09 | | 10.9 |
| | 000-52076 | | |
| | | | | | | | | | | | | |
| 10.14 |
| | Omniture, Inc. 2008 Equity Incentive Plan and related forms* | | 10-K | | 2/27/09 | | 10.10 |
| | 000-52076 | | |
| | | | | | | | | | | | | |
| 10.15A |
| | Visual Sciences, Inc. (formerly, WebSideStory, Inc.) 2004 Equity Incentive Award Plan (the “VS 2004 Plan”) and Form of Option Grant Agreement* | | 10-K | | 2/29/08 | | 10.6 |
| | 000-52076 | | |
| | | | | | | | | | | | | |
| 10.15B |
| | Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the VS 2004 Plan* | | 10-K | | 2/29/08 | | 10.6A |
| | 000-52076 | | |
| | | | | | | | | | | | | |
| 10.16 |
| | Demdex, Inc. 2008 Stock Plan, as amended* | | S-8 | | 1/27/11 | | 99.1 |
| | 333-171902 | | |
| | | | | | | | | | | | | |
| 10.17 |
| | EchoSign, Inc. 2005 Stock Plan, as amended* | | S-8 | | 7/29/11 | | 99.1 |
| | 333-175910 | | |
| | | | | | | | | | | | | |
| 10.18 |
| | TypeKit, Inc. 2009 Equity Incentive Plan, as amended* | | S-8
| | 10/7/11
| | 99.1 |
| | 333-177229 | | |
| | | | | | | | | | | | | |
| 10.19 |
| | Auditude, Inc. 2009 Equity Incentive Plan, as amended* | | S-8
| | 11/18/11
| | 99.1 |
| | 333-178065 | | |
| | | | | | | | | | | | | |
| 10.20 |
| | Auditude, Inc. Employee Stock Option Plan, as amended* | | S-8
| | 11/18/11
| | 99.2 |
| | 333-178065 | | |
| | | | | | | | | | | | | |
| 10.21 |
| | Description of 2012 Director Compensation* | | 10-K | | 1/26/12 | | 10.76 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.22 |
| | 2012 Executive Annual Incentive Plan* | | 8-K | | 1/26/12 | | 10.4 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.23 |
| | Efficient Frontier, Inc. 2003 Stock Option/Stock Issuance Plan, as Amended and Restated* | | S-8
| | 1/27/12 | | 99.1 |
| | 333-179221 | | |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | | Incorporated by Reference** | | | | |
Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
| | | | | | | | | | | | | |
| 10.24 |
| | Nomination and Standstill Agreement between the Company and the ValueAct Group dated December 4, 2012 | | 8-K
| | 12/5/12
| | 99.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.25A |
| | Behance, Inc. 2012 Equity Incentive Plan* | | S-8 | | 1/23/13 | | 99.1 |
| | 333-186143 | | |
| | | | | | | | | | | | | |
| 10.25B |
| | Amendment No. 1 to the Behance, Inc. 2012 Equity Incentive Plan* | | S-8 | | 1/23/13 | | 99.2 |
| | 333-186143 | | |
| | | | | | | | | | | | | |
| 10.26 |
| | 2013 Executive Annual Incentive Plan* | | 8-K | | 1/28/13 | | 10.5 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.27 |
| | Neolane 2008 Stock Option Plan* | | S-8 | | 8/27/13 | | 99.1 |
| | 333-190846 | | |
| | | | | | | | | | | | | |
| 10.28 |
| | 2012 Neolane Stock Option Plan for The United States* | | S-8 | | 8/27/13 | | 99.2 |
| | 333-190846 | | |
| | | | | | | | | | | | | |
| 10.29 |
| | Description of 2013 Director Compensation* | | 10-K | | 1/21/14 | | 10.80 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.30 |
| | Description of 2014 Director Compensation* | | 10-K | | 1/21/14 | | 10.81 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.31 |
| | Description of 2015 Director Compensation* | | 10-K | | 1/20/15 | | 10.52 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.32 |
| | Description of 2016 Director Compensation* | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 10.33 |
| | 2014 Executive Annual Incentive Plan* | | 8-K | | 1/29/14 | | 10.5 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.34 |
| | 2015 Executive Annual Incentive Plan* | | 8-K | | 1/28/15 | | 10.5 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 10.35A |
| | Aviary, Inc. 2008 Stock Plan, as amended | | S-8 | | 9/26/14 | | 99.1 |
| | 333-198973 | | |
| | | | | | | | | | | | | |
| 10.35B |
| | Form of Stock Option Grant Notice and Award Agreement pursuant to the Aviary, Inc. 2008 Stock Plan (Installment Vesting) | | S-8 | | 9/26/14 | | 99.2 |
| | 333-198973 | | |
| | | | | | | | | | | | | |
| 10.35C |
| | Form of Stock Option Grant Notice and Award Agreement pursuant to the Aviary, Inc. 2008 Stock Plan (Installment Vesting, Non-U.S.) | | S-8 | | 9/26/14 | | 99.3 |
| | 333-198973 | | |
| | | | | | | | | | | | | |
| 10.36 |
| | Picasso Acquisition Holding 1, Inc. 2012 Stock Option and Grant Plan | | S-8 | | 3/13/15 | | 99.1 |
| | 333-202732 | | |
| | | | | | | | | | | | | |
| 10.37 |
| | Adobe Systems Incorporated 2014 Executive Severance Plan in the Event of a Change of Control* | | 8-K | | 12/11/14 | | 10.1 |
| | 000-15175 | | |
| | | | | | | | | | | | | |
| 12.1 |
| | Ratio of Earnings to Fixed Charges | | | | | | | | | | X |
| | | | | | | | | | | | | |
| 21 |
| | Subsidiaries of the Registrant | | | | | | | | | | X |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | Incorporated by Reference** | | | | |
Exhibit
Number
| | Exhibit Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed
Herewith
|
| | | | | | | | | | | | |
23.1 |
| | Consent of Independent Registered Public Accounting Firm, KPMG LLP | | | | | | | | | | X |
| | | | | | | | | | | | |
24.1 |
| | Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K) | | | | | | | | | | X |
| | | | | | | | | | | | |
31.1 |
| | Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 | | | | | | |
| | | | X |
| | | | | | | | | | | | |
31.2 |
| | Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 | | | | | | |
| | | | X |
| | | | | | | | | | | | |
32.1 |
| | Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934† | | | | | | | | | | X |
| | | | | | | | | | | | |
32.2 |
| | Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934† | | | | | | | | | | X |
| | | | | | | | | | | | |
101.INS | | XBRL Instance | | | | | | | | | | X |
| | | | | | | | | | | | |
101.SCH | | XBRL Taxonomy Extension Schema | | | | | | | | | | X |
| | | | | | | | | | | | |
101.CAL | | XBRL Taxonomy Extension Calculation | | | | | | | | | | X |
| | | | | | | | | | | | |
101.LAB | | XBRL Taxonomy Extension Labels | | | | | | | | | | X |
| | | | | | | | | | | | |
101.PRE | | XBRL Taxonomy Extension Presentation | | | | | | | | | | X |
| | | | | | | | | | | | |
101.DEF | | XBRL Taxonomy Extension Definition | | | | | | | | | | X |
___________________________ |
| | |
* | | Compensatory plan or arrangement. |
| | |
** | | References to Exhibits 10.11A through 10.15B are to filings made by Omniture, Inc. |
| | |
† | | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Adobe Systems Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
|