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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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77-0019522
(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value per share
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page No.
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PART I
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|
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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(Removed and Reserved)
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PART II
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|
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
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Item 6
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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|
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Signatures
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||
Summary of Trademarks
|
||
Index to Exhibits
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•
|
Publishers around the world are striving to embrace the digital age to build distinctive brands, develop sustainable business strategies, achieve greater profitability, and deliver optimized content to fragmented audiences on an expanding array of smartphones, tablets, e-readers, and other devices. Their audiences seek compelling, media-rich experiences, wherever they go, using their preferred devices.
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•
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Advertisers face an ever-shifting media landscape. Traditional media are giving way to the emergence of new digital channels such as mobile devices and social networks. Customers have greater choice in where they go for their preferred brands, making it harder to keep audiences engaged. Successful advertising increasingly requires compelling content and greater focus on data and analytics than ever before in order to optimize advertising for improved targeting and higher returns.
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•
|
Media companies also face a shifting landscape as traditional media delivery evolves into multiple channels for media companies to deliver and monetize their content. As more premium video content and entertainment is delivered over the internet to PC, smartphone and tablet screens, as well as internet-connected TVs, media companies are looking to create new revenue streams through subscription services and ad-based revenue models to supplement their historical forms of revenue.
|
•
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Enables digital marketers to align online marketing initiatives with overarching business objectives and demonstrate the success of online marketing programs using metrics
|
•
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Manages, collects, and brings data together from multiple systems into a flexible, integrated platform
|
•
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Provides real-time business intelligence through segmentation, dashboards and reports that managers can use to gain a complete picture of how consumers are interacting with the business
|
•
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Creates the ability to monetize and share data through audience optimization capabilities; publishers can quickly identify audiences that match the profiles that advertisers are demanding—and maximize the value of their digital assets
|
•
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Optimizes ad spend by maximizing the impact of a company's advertising spend across and within channels—including search, display, video, mobile, social media and other digitally connected forms of media—to yield the greatest returns
|
•
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Delivers relevant and engaging digital content across channels that boosts key performance metrics, whether it is a customer purchase, engagement, a download, form completion, or other desired outcome.
|
•
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Broad commercial utilization of the internet—The internet has fundamentally altered the way businesses and consumers purchase and consume goods and services. It has also redefined many business processes and has created opportunities for new online businesses, as well as for existing offline businesses seeking to capitalize on online initiatives. Because of this, businesses are investing in innovative online initiatives to increase sales, improve customer service, enhance brand awareness, decrease time-to-market for their offerings, reduce fulfillment costs and increase operational efficiency. We expect that the scope and scale of commercial internet usage will continue to increase. The roll-out of broadband networks and mobile networks, particularly in emerging geographic markets, will contribute to the growth of internet usage. Internet commerce should also continue to grow. Proliferation of online marketing and customer response channels—such as mobile, digital video, and social networks—will continue to generate interactions that need to be measured, analyzed and optimized across channels.
|
•
|
Need to measure online business—In order to make informed decisions about priorities and investments in online marketing and other commercial initiatives, we believe businesses require timely and accurate measurement of customer behavior. The proliferation of internet usage and the fact that nearly every user interaction on a website (or other digital medium such as mobile phone applications, set-top boxes, kiosks, point of sale systems or any IP connected device) can be captured by the owner of the website, or other digital medium, have resulted in the creation of an unprecedented amount of data about how a business' customers interact and transact business with it. Businesses are increasingly realizing the benefit of using information gained from online and other digital customer interactions to improve functional areas, such as sales, customer service, product development, marketing, pricing, manufacturing and inventory management. The interactive and measurable nature of internet activity also enables businesses to determine how customers arrived at their online destinations, such as through paid search, a display ad or a social media website. It also enables businesses to determine which advertising mediums are yielding the greatest ROI, including whether visitors convert to customers once they have reached their destination site.
|
•
|
Opportunity to optimize and automate online business—Measuring online activity and automating the capture and analysis of data are important for making informed business decisions. Businesses also need to leverage data to optimize the results of their online business activities. For example, businesses have historically measured the success of their online marketing programs by simple click-through rates or conversion rates, the latter being the percentage of click-through users who make a purchase or otherwise engage in the desired customer action during the online session. However, the effectiveness of online marketing can be optimized by analyzing and acting on deeper information, such as repeat visits, transactions generated, registrations, traffic pathways (various paths of online visitor traffic flow), time spent and quality of interaction (engagement), eventual conversion (desired customer action taken in subsequent visits) or success over time (lifetime value of customer) as well as comparing the relative effectiveness of different marketing channels (attribution). Business success metrics can also vary based on the industry or vertical market—for example, media companies drive engagement to optimize subscriptions and online advertising revenue, whereas retailers and e-commerce companies focus on promotions and maximizing online purchases. Online businesses utilize a large and growing number of complex and diverse advertising and communication channels to market to customers, including display advertising, paid and natural search advertising, e-mail, social media marketing, affiliate marketing, blogs, podcasts, video, games, RIAs and comparison shopping engines, as well as traditional offline initiatives. The emergence of multi-channel marketing initiatives, which combine traditional offline marketing initiatives such as television, print, magazine, newspapers, radio and catalog with online marketing initiatives, makes the measurement and analysis of online activity more challenging, but presents additional opportunities to optimize results. For example, businesses want to measure and understand the impact of their advertising initiatives across all these channels, not only to determine how much credit should be given to a particular channel and to understand cross-promotional effectiveness, but more importantly to optimize their advertising spending and make adjustments in the way channels are utilized and align the amount of resources that are allocated to each of them.
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•
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Analytics & Reporting—Enhancing our web analytics and reporting offering
|
•
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Personalized Engagement—Driving improved capabilities for personalized engagement
|
•
|
Multi-Channel Campaign Management—Enabling our customers to implement solutions for multi-channel campaign management
|
•
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Media Monetization—Creating a more robust offering for customers to monetize their media.
|
|
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2011
|
|
2010
|
|
2009
|
|||
Ingram Micro
|
|
14
|
%
|
|
15
|
%
|
|
15
|
%
|
|
|
2011
|
|
2010
|
||
Ingram Micro
|
|
14
|
%
|
|
14
|
%
|
•
|
the right to receive product upgrades and enhancements during the term of the maintenance and support period, which is typically one year,
|
•
|
the right to receive technical support on the technology they have purchased from Adobe and
|
•
|
the right to receive basic “how to” help in using our products
|
(1)
|
We offer many products on a “right to use” basis pursuant to a license that restricts the use of the products to a designated number of devices. 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 also 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 generally governed by terms of use associated with these products.
|
Name
|
|
Age
|
|
Positions
|
Shantanu Narayen
|
|
48
|
|
President and Chief Executive Officer
Mr. Narayen currently serves as Adobe’s President and Chief Executive Officer. Mr. Narayen joined Adobe in January 1998 as Vice President and General Manager of Adobe’s 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 in December 2007, he was appointed Chief Executive Officer of Adobe and joined the Adobe Board of Directors. Prior to joining Adobe, Mr. Narayen co-founded Pictra Inc., a digital photo sharing software company, in 1996. He was Director of Desktop and Collaboration products at Silicon Graphics Inc. before founding Pictra. Mr. Narayen is also a director of Dell Inc.
|
Name
|
|
Age
|
|
Positions
|
Mark Garrett
|
|
54
|
|
Executive Vice President, Chief Financial Officer
Mr. Garrett joined Adobe in February 2007 as Executive Vice President and Chief Financial Officer. Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, a products, services and solutions provider for information management 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. Mr. Garrett first joined Documentum as Executive Vice President and Chief Financial Officer in 1997, holding that position through October 1999 and then re-joining Documentum as Executive Vice President and Chief Financial Officer in 2002. Mr. Garrett is also a director of Informatica Corporation.
|
Karen O. Cottle
|
|
62
|
|
Senior Vice President, General Counsel and Corporate Secretary
Ms. Cottle joined Adobe in February 2002 as Senior Vice President, General Counsel and Corporate Secretary. Prior to joining Adobe, Ms. Cottle served as General Counsel for Vitria Technology, Inc., a service-oriented business application software company from February 2000 to February 2002. From 1996 to 1999, Ms. Cottle served as Vice President, General Counsel and Secretary of Raychem Corporation.
|
Kevin Lynch
|
|
45
|
|
Senior Vice President, Chief Technology Officer
Mr. Lynch currently serves as Adobe’s Chief Technology Officer and Senior Vice President of the Experience & Technology Organization. Mr. Lynch joined Adobe as Chief Software Architect and Senior Vice President for Adobe’s Platform business unit through our acquisition of Macromedia, Inc. in December 2005. At Macromedia, Mr. Lynch served as Chief Software Architect and President of Product Development. Prior to Macromedia, Mr. Lynch participated in a variety of technical and management roles in startups including Frame Technology and General Magic.
|
Bradley Rencher
|
|
38
|
|
Senior Vice President and General Manager, Digital Marketing Business Unit
Mr. Rencher serves as Senior Vice President and General Manager of Adobe's Digital Marketing business unit. Mr. Rencher joined Omniture, Inc. in January 2008 as Vice President of Corporate Development and was promoted 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. Prior to joining Omniture, Mr. Rencher 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.
|
Matthew Thompson
|
|
53
|
|
Senior Vice President, Worldwide Field Operations
Mr. Thompson joined Adobe in January 2006 as Senior 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.
|
David Wadhwani
|
|
40
|
|
Senior Vice President and General Manager, Digital Media Business Unit
Mr. Wadhwani serves as Senior Vice President and General Manager of Adobe's Digital Media business unit. Prior to June 2010, Mr. Wadhwani was Vice President and General Manager of Adobe’s Platform business unit. He joined Adobe in 2005 through the acquisition of Macromedia. Prior to his time at Macromedia, Mr. Wadhwani founded and was VP of Engineering at iHarvest, a content management company that was acquired by Interwoven and worked at Oracle in their database tools division.
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Name
|
|
Age
|
|
Positions
|
Richard T. Rowley
|
|
55
|
|
Vice President, Corporate Controller and Principal Accounting Officer
Mr. Rowley joined Adobe in November 2006 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.
|
•
|
if new or current customers desire only perpetual licenses, we may not be successful in selling subscriptions;
|
•
|
although we intend to support our perpetual license business, the increased emphasis on a cloud strategy may raise concerns among our installed customer base;
|
•
|
we may be unsuccessful in achieving our target pricing;
|
•
|
our revenues might decline over the short or long term as a result of this strategy;
|
•
|
our relationships with existing partners that resell perpetual licenses may be damaged; and
|
•
|
we may incur costs at a higher than forecasted rate as we expand our cloud operations.
|
•
|
difficulty in integrating the operations and personnel of the acquired company;
|
•
|
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 no or limited direct prior experience and where competitors in such markets have stronger market positions;
|
•
|
disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges;
|
•
|
difficulty integrating the acquired company’s accounting, management information, human resources and other administrative systems;
|
•
|
inability to retain key technical and managerial 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;
|
•
|
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
|
•
|
potential additional exposure to fluctuations in currency exchange rates;
|
•
|
potential impairment of our relationships with employees, customers, partners, distributors or third-party providers of our technologies, products or services;
|
•
|
potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings or 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, privacy practices, revenue recognition or other accounting practices, employee, customer or partner issues or legal and financial contingencies;
|
•
|
unexpected changes in, or impositions of, legislative or regulatory requirements impacting the acquired business;
|
•
|
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, 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 assert that 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;
|
•
|
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.
|
•
|
foreign currency fluctuations;
|
•
|
changes in government preferences for software procurement;
|
•
|
international economic, political and labor conditions;
|
•
|
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;
|
•
|
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 and restrictions;
|
•
|
transportation delays;
|
•
|
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.
|
•
|
requiring the dedication of a portion of our expected cash 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.
|
Location
|
|
Approximate
Square Footage |
|
|
Use
|
|
North America:
|
|
|
|
|
|
|
345 Park Avenue
San Jose, CA 95110, USA |
|
378,000
|
|
|
|
Research, product development, sales and marketing, and administration
|
321 Park Avenue
San Jose, CA 95110, USA |
|
321,000
|
|
|
|
Research, product development, sales and marketing
|
151 Almaden Boulevard
San Jose, CA 95110, USA |
|
267,000
|
|
|
|
Product development, sales and administration
|
601 and 625 Townsend Street
San Francisco, CA 94103, USA |
|
346,000
|
|
(1)
|
|
Research, product development, sales, marketing and administration
|
801 N. 34th Street-Waterfront
Seattle, WA 98103, USA |
|
182,000
|
|
(2)
|
|
Product development, sales, technical support and administration
|
550 East Timpanagos Circle
Orem, UT 84097, USA |
|
161,000
|
|
|
|
Research, product development, sales, marketing and administration
|
21 Hickory Drive
Waltham, MA 02451, USA |
|
108,000
|
|
(3)
|
|
Research, product development, sales and marketing
|
250 Brannan Street
San Francisco, CA 94107, USA |
|
35,000
|
|
|
|
Product development, sales and marketing
|
7930 Jones Branch Drive
McLean, VA 22102, USA |
|
34,000
|
|
|
|
Sales and marketing
|
1540 Broadway
New York, NY 10036, USA |
|
27,000
|
|
|
|
Sales and marketing
|
343 Preston Street
Ottawa, Ontario K1S 5N4, Canada |
|
122,000
|
|
(4)
|
|
Research, product development, sales, marketing and administration
|
India:
|
|
|
|
|
|
|
Adobe Towers, 1-1A, Sector 25A
Noida, U.P. |
|
191,000
|
|
|
|
Product development
|
Adobe Towers, Plot #6, Sector 127
Expressway, Noida, U.P.
|
|
65,000
|
|
|
|
Product development
|
Salapuria Infinity, Ground Floor,
1st Floor, 3rd Floor
#5, Bannerghatta Road,
Bangalore
|
|
126,000
|
|
|
|
Research and product development
|
Japan:
|
|
|
|
|
|
|
Gate City Osaki East Tower
1-11 Osaki Shinagawa-ku, Tokyo |
|
56,000
|
|
|
|
Product development, sales and marketing
|
Location
|
|
Approximate
Square Footage |
|
|
Use
|
|
China:
|
|
|
|
|
|
|
Block A, SP Tower, 11th, 19th,
21st & 22nd Floors
Block B, SP Tower, 19th Floor
Block D, SP Tower, 10th Floor
Tsinghua Science Park, Yard 1 Zhongguancun Donglu, Haidian District Beijing |
|
94,000
|
|
|
|
Research and product development
|
Romania:
|
|
|
|
|
|
|
26 Z Timisoara Blvd, Anchor Plaza
Lujerului, Sector 6 Bucharest |
|
58,000
|
|
|
|
Research and product development
|
UK:
|
|
|
|
|
|
|
Market House
Market Street
Maidenhead, Berkshire, SL6 8AD
|
|
49,000
|
|
|
|
Product development, sales, marketing and administration
|
Germany:
|
|
|
|
|
|
|
Grosse Elbstrasse 27
Hamburg |
|
36,000
|
|
|
|
Research and product development
|
(1)
|
The total square footage is
346,000
, of which we occupy
272,000
square feet, or approximately
79%
of this facility;
74,000
square feet is unoccupied basement space.
|
(2)
|
The total square footage is
182,000
, of which we occupy
162,000
square feet, or approximately
89%
of this facility. The remaining square footage is subleased.
|
(3)
|
Of the total square footage of
108,000
, we occupy
34,000
square feet, or approximately
31%
of this facility;
55,000
square feet is unoccupied and the remaining square footage is leased.
|
(4)
|
The total square footage is
122,000
, of which we occupy
102,000
square feet, or approximately
84%
of this facility. The remaining square footage is subleased.
|
|
|
Price Range
|
||||||
|
|
High
|
|
Low
|
||||
Fiscal 2011:
|
|
|
|
|
||||
First Quarter
|
|
$
|
35.39
|
|
|
$
|
27.72
|
|
Second Quarter
|
|
$
|
35.86
|
|
|
$
|
31.68
|
|
Third Quarter
|
|
$
|
33.01
|
|
|
$
|
22.69
|
|
Fourth Quarter
|
|
$
|
30.42
|
|
|
$
|
23.26
|
|
Fiscal Year
|
|
$
|
35.86
|
|
|
$
|
22.69
|
|
Fiscal 2010:
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
37.86
|
|
|
$
|
31.45
|
|
Second Quarter
|
|
$
|
36.51
|
|
|
$
|
30.94
|
|
Third Quarter
|
|
$
|
33.52
|
|
|
$
|
26.34
|
|
Fourth Quarter
|
|
$
|
33.11
|
|
|
$
|
25.60
|
|
Fiscal Year
|
|
$
|
37.86
|
|
|
$
|
25.60
|
|
Period
|
|
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)
|
|
||||||
|
(in thousands, except average price per share)
|
|
|||||||||||||
Beginning repurchase authority
|
|
|
|
|
|
|
355,485
|
|
|
||||||
September 3—September 30, 2011
|
|
|
|
|
|
|
|
|
|||||||
Shares repurchased
|
2,007
|
|
|
$
|
25.16
|
|
|
2,007
|
|
|
$
|
(50,485
|
)
|
(2)
|
|
October 1—October 28, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Shares repurchased
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
October 29—December 2, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Shares repurchased
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Total
|
2,007
|
|
|
|
|
|
2,007
|
|
|
$
|
305,000
|
|
|
(1)
|
In June 2010, our Board of Directors approved an amendment to change our stock repurchase program from a non-expiring share-based authority to a time-constrained dollar-based authority. As part of this amendment, the Board of Directors granted authority to repurchase up to
$1.6 billion
in common stock through the end of fiscal
2012
.
|
(2)
|
In June 2011, as part of the amended program, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of
$150.0 million
. As of
December 2, 2011
, no prepayments remained under this agreement.
|
|
|
Fiscal Years
|
||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
(1)
|
|
2008
|
|
2007
|
||||||||||
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
4,216,258
|
|
|
$
|
3,800,000
|
|
|
$
|
2,945,853
|
|
|
$
|
3,579,889
|
|
|
$
|
3,157,881
|
|
Gross profit
|
|
$
|
3,778,385
|
|
|
$
|
3,396,498
|
|
|
$
|
2,649,121
|
|
|
$
|
3,217,259
|
|
|
$
|
2,803,187
|
|
Income before income taxes
|
|
$
|
1,035,230
|
|
|
$
|
943,151
|
|
|
$
|
701,520
|
|
|
$
|
1,078,508
|
|
|
$
|
947,190
|
|
Net income
|
|
$
|
832,847
|
|
|
$
|
774,680
|
|
|
$
|
386,508
|
|
|
$
|
871,814
|
|
|
$
|
723,807
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
1.67
|
|
|
$
|
1.49
|
|
|
$
|
0.74
|
|
|
$
|
1.62
|
|
|
$
|
1.24
|
|
Diluted
|
|
$
|
1.65
|
|
|
$
|
1.47
|
|
|
$
|
0.73
|
|
|
$
|
1.59
|
|
|
$
|
1.21
|
|
Shares used to compute basic net income per share
|
|
497,469
|
|
|
519,045
|
|
|
524,470
|
|
|
539,373
|
|
|
584,203
|
|
|||||
Shares used to compute diluted net income per share
|
|
503,921
|
|
|
525,824
|
|
|
530,610
|
|
|
548,553
|
|
|
598,775
|
|
|||||
Cash dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial position:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash, cash equivalents and short-term investments
|
|
$
|
2,911,692
|
|
|
$
|
2,468,015
|
|
|
$
|
1,904,473
|
|
|
$
|
2,019,202
|
|
|
$
|
1,993,854
|
|
Working capital
|
|
$
|
2,520,672
|
|
|
$
|
2,147,962
|
|
|
$
|
1,629,071
|
|
|
$
|
1,972,504
|
|
|
$
|
1,720,441
|
|
Total assets
|
|
$
|
8,991,183
|
|
|
$
|
8,141,148
|
|
|
$
|
7,282,237
|
|
|
$
|
5,821,598
|
|
|
$
|
5,713,679
|
|
Debt and capital lease obligations, non-current
|
|
$
|
1,505,096
|
|
|
$
|
1,513,662
|
|
|
$
|
1,000,000
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
Stockholders’ equity
|
|
$
|
5,783,113
|
|
|
$
|
5,192,387
|
|
|
$
|
4,890,568
|
|
|
$
|
4,410,354
|
|
|
$
|
4,649,982
|
|
Additional data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Worldwide employees
|
|
9,925
|
|
|
9,117
|
|
|
8,660
|
|
|
7,544
|
|
|
6,794
|
|
(1)
|
Fiscal 2009 includes the integration of Omniture into our operations which was not present in the prior years.
See Note 2 of our Notes to Consolidated Financial Statements for information regarding our Omniture acquisition.
|
(2)
|
Information associated with our financial position is as of the Friday closest to November 30 for the five fiscal periods through
2011
.
|
•
|
future expected cash flows from software license sales, subscriptions, support agreements, consulting contracts and acquired developed technologies and patents;
|
•
|
expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed;
|
•
|
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; and
|
•
|
discount rates.
|
|
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||||||||
Product
|
|
$
|
3,424.5
|
|
|
$
|
3,159.2
|
|
|
$
|
2,684.8
|
|
|
8
|
%
|
|
18
|
%
|
Percentage of total revenue
|
|
81
|
%
|
|
83
|
%
|
|
91
|
%
|
|
|
|
|
|||||
Subscription
|
|
450.7
|
|
|
386.8
|
|
|
74.6
|
|
|
17
|
%
|
|
*
|
|
|||
Percentage of total revenue
|
|
11
|
%
|
|
10
|
%
|
|
3
|
%
|
|
|
|
|
|||||
Services and support
|
|
341.1
|
|
|
254.0
|
|
|
186.5
|
|
|
34
|
%
|
|
36
|
%
|
|||
Percentage of total revenue
|
|
8
|
%
|
|
7
|
%
|
|
6
|
%
|
|
|
|
|
|||||
Total revenue
|
|
$
|
4,216.3
|
|
|
$
|
3,800.0
|
|
|
$
|
2,945.9
|
|
|
11
|
%
|
|
29
|
%
|
(*)
|
Percentage is greater than 100%.
|
•
|
Creative and Interactive Solutions—
Our Creative and Interactive Solutions segment focuses on delivering a complete professional line of integrated tools for a full range of design and publishing and developer tasks to an extended set of customers.
|
•
|
Digital Media Solutions—
Our Digital Media Solutions segment contains our professional imaging and video products and focuses on many of the same creative professional customers as our Creative and Interactive Solutions business.
|
•
|
Knowledge Worker—
Our Knowledge Worker segment focuses on the needs of knowledge worker customers, providing essential applications and services to help them share information and collaborate. This segment contains our Acrobat family of products and our on-demand, web-based, electronic signature solutions resulting from our acquisition of EchoSign.
|
•
|
Enterprise—
Our Enterprise segment provides server-based Customer Experience Management Solutions to enterprise and government customers to optimize their information intensive customer-facing processes and improve the overall customer experience of their constituents. This segment contains our Adobe Connect, Day and LiveCycle lines of products.
|
•
|
Omniture—
Our Omniture segment provides web analytics and online business optimization products and services to manage and enhance online, offline and multi-channel marketing initiatives.
|
•
|
Print and Publishing—
Our Print and Publishing segment addresses market opportunities ranging from the diverse publishing needs of technical and business publishing to our legacy type and OEM printing businesses.
|
|
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||||||||
Creative and Interactive Solutions
|
|
$
|
1,713.2
|
|
|
$
|
1,577.6
|
|
|
$
|
1,331.6
|
|
|
9
|
%
|
|
18
|
%
|
Percentage of total revenue
|
|
41
|
%
|
|
42
|
%
|
|
45
|
%
|
|
|
|
|
|||||
Digital Media Solutions
|
|
625.8
|
|
|
593.5
|
|
|
494.6
|
|
|
5
|
%
|
|
20
|
%
|
|||
Percentage of total revenue
|
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
|
|
|
|
|||||
Knowledge Worker
|
|
740.2
|
|
|
654.3
|
|
|
557.6
|
|
|
13
|
%
|
|
17
|
%
|
|||
Percentage of total revenue
|
|
18
|
%
|
|
17
|
%
|
|
19
|
%
|
|
|
|
|
|||||
Enterprise
|
|
442.7
|
|
|
351.7
|
|
|
297.9
|
|
|
26
|
%
|
|
18
|
%
|
|||
Percentage of total revenue
|
|
10
|
%
|
|
9
|
%
|
|
10
|
%
|
|
|
|
|
|||||
Omniture
|
|
476.1
|
|
|
396.7
|
|
|
56.5
|
|
|
20
|
%
|
|
*
|
|
|||
Percentage of total revenue
|
|
11
|
%
|
|
10
|
%
|
|
2
|
%
|
|
|
|
|
|||||
Print and Publishing
|
|
218.3
|
|
|
226.2
|
|
|
207.7
|
|
|
(3
|
)%
|
|
9
|
%
|
|||
Percentage of total revenue
|
|
5
|
%
|
|
6
|
%
|
|
7
|
%
|
|
|
|
|
|||||
Total revenue
|
|
$
|
4,216.3
|
|
|
$
|
3,800.0
|
|
|
$
|
2,945.9
|
|
|
11
|
%
|
|
29
|
%
|
(*)
|
Percentage is greater than 100%.
|
|
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||||||||
Americas
|
|
$
|
2,044.6
|
|
|
$
|
1,835.3
|
|
|
$
|
1,382.6
|
|
|
11
|
%
|
|
33
|
%
|
Percentage of total revenue
|
|
49
|
%
|
|
48
|
%
|
|
46
|
%
|
|
|
|
|
|||||
EMEA
|
|
1,317.4
|
|
|
1,191.9
|
|
|
928.9
|
|
|
11
|
%
|
|
28
|
%
|
|||
Percentage of total revenue
|
|
31
|
%
|
|
32
|
%
|
|
32
|
%
|
|
|
|
|
|||||
Asia
|
|
854.3
|
|
|
772.8
|
|
|
634.4
|
|
|
11
|
%
|
|
22
|
%
|
|||
Percentage of total revenue
|
|
20
|
%
|
|
20
|
%
|
|
22
|
%
|
|
|
|
|
|||||
Total revenue
|
|
$
|
4,216.3
|
|
|
$
|
3,800.0
|
|
|
$
|
2,945.9
|
|
|
11
|
%
|
|
29
|
%
|
|
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||||||||
Product
|
|
$
|
125.7
|
|
|
$
|
127.5
|
|
|
$
|
180.6
|
|
|
(1
|
)%
|
|
(29
|
)%
|
Percentage of total revenue
|
|
3
|
%
|
|
3
|
%
|
|
6
|
%
|
|
|
|
|
|||||
Subscription
|
|
194.0
|
|
|
195.6
|
|
|
48.3
|
|
|
(1
|
)%
|
|
*
|
|
|||
Percentage of total revenue
|
|
5
|
%
|
|
5
|
%
|
|
2
|
%
|
|
|
|
|
|||||
Services and support
|
|
118.2
|
|
|
80.4
|
|
|
67.8
|
|
|
47
|
%
|
|
19
|
%
|
|||
Percentage of total revenue
|
|
3
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
|
|
|||||
Total cost of revenue
|
|
$
|
437.9
|
|
|
$
|
403.5
|
|
|
$
|
296.7
|
|
|
9
|
%
|
|
36
|
%
|
(*)
|
Percentage is greater than 100%.
|
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||
Amortization of purchased intangibles
|
6
|
%
|
|
(23
|
)%
|
Royalty cost
|
(3
|
)
|
|
(5
|
)
|
Localization costs related to our product launches
|
—
|
|
|
(7
|
)
|
Cost of sales
|
—
|
|
|
4
|
|
Various individually insignificant items
|
(4
|
)
|
|
2
|
|
Total change
|
(1
|
)%
|
|
(29
|
)%
|
|
|
Fiscal
2011
|
|
Fiscal
2010
|
|
Fiscal
2009
|
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||||||||
Research and development
|
|
$
|
738.1
|
|
|
$
|
680.3
|
|
|
$
|
565.1
|
|
|
8
|
%
|
|
20
|
%
|
Percentage of total revenue
|
|
18
|
%
|
|
18
|
%
|
|
19
|
%
|
|
|
|
|
|||||
Sales and marketing
|
|
$
|
1,385.8
|
|
|
$
|
1,244.2
|
|
|
$
|
981.9
|
|
|
11
|
%
|
|
27
|
%
|
Percentage of total revenue
|
|
33
|
%
|
|
33
|
%
|
|
33
|
%
|
|
|
|
|
|||||
General and administrative
|
|
$
|
414.6
|
|
|
$
|
383.5
|
|
|
$
|
298.7
|
|
|
8
|
%
|
|
28
|
%
|
Percentage of total revenue
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
|
|
|||||
Restructuring and other charges
|
|
$
|
97.8
|
|
|
$
|
23.3
|
|
|
$
|
41.3
|
|
|
*
|
|
|
(44
|
)%
|
Percentage of total revenue
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
|
|
|||||
Amortization of purchased intangibles and
incomplete technology
|
|
$
|
42.8
|
|
|
$
|
72.1
|
|
|
$
|
71.6
|
|
|
(41
|
)%
|
|
1
|
%
|
Percentage of total revenue
|
|
1
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
|
|
|||||
Total operating expenses
|
|
$
|
2,679.1
|
|
|
$
|
2,403.4
|
|
|
$
|
1,958.6
|
|
|
11
|
%
|
|
23
|
%
|
(*)
|
Percentage is greater than 100%.
|
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||
Compensation and related benefits associated with headcount growth
|
6
|
%
|
|
2
|
%
|
Compensation associated with incentive compensation and stock-based compensation
|
—
|
|
|
16
|
|
Various individually insignificant items
|
2
|
|
|
2
|
|
Total change
|
8
|
%
|
|
20
|
%
|
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||
Compensation and related benefits associated with headcount growth
|
5
|
%
|
|
3
|
%
|
Marketing spending related to product launches and overall marketing efforts to further
increase revenue |
3
|
|
|
3
|
|
Compensation associated with incentive compensation and stock-based compensation
|
1
|
|
|
16
|
|
Various individually insignificant items
|
2
|
|
|
5
|
|
Total change
|
11
|
%
|
|
27
|
%
|
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||
Compensation and related benefits associated with headcount growth
|
3
|
%
|
|
5
|
%
|
Professional and consulting fees
|
5
|
|
|
4
|
|
Compensation associated with incentive compensation and stock-based compensation
|
2
|
|
|
15
|
|
Depreciation and amortization
|
(1
|
)
|
|
3
|
|
Various individually insignificant items
|
(1
|
)
|
|
1
|
|
Total change
|
8
|
%
|
|
28
|
%
|
|
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||||||||
Interest and other income (expense), net
|
|
$
|
(3.0
|
)
|
|
$
|
13.1
|
|
|
$
|
31.4
|
|
|
(123
|
)%
|
|
(58
|
)%
|
Percentage of total revenue
|
|
*
|
|
|
*
|
|
|
1
|
%
|
|
|
|
|
|||||
Interest expense
|
|
(67.0
|
)
|
|
(56.9
|
)
|
|
(3.4
|
)
|
|
18
|
%
|
|
*
|
|
|||
Percentage of total revenue
|
|
(2
|
)%
|
|
(1
|
)%
|
|
*
|
|
|
|
|
|
|||||
Investment gains (losses), net
|
|
5.9
|
|
|
(6.1
|
)
|
|
(17.0
|
)
|
|
(197
|
)%
|
|
(64
|
)%
|
|||
Percentage of total revenue
|
|
*
|
|
|
*
|
|
|
(1
|
)%
|
|
|
|
|
|||||
Total non-operating income (expense), net
|
|
$
|
(64.1
|
)
|
|
$
|
(49.9
|
)
|
|
$
|
11.0
|
|
|
28
|
%
|
|
(554
|
)%
|
(*)
|
Percentage is not meaningful.
|
|
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
||||
Net gains (losses) related to our direct and indirect investments in privately
held companies
|
|
$
|
5.3
|
|
|
(11.3
|
)
|
|
(18.7
|
)
|
Gains from sale of marketable equity securities
|
|
0.8
|
|
|
4.0
|
|
|
—
|
|
|
Write-downs due to other-than-temporary declines in value of our
marketable equity securities
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
Net gains related to our trading securities
|
|
—
|
|
|
1.2
|
|
|
2.0
|
|
|
Total investment gains (losses), net
|
|
$
|
5.9
|
|
|
(6.1
|
)
|
|
(17.0
|
)
|
|
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
|
% Change
2011-2010
|
|
% Change
2010-2009
|
||||||||
Provision
|
|
$
|
202.4
|
|
|
$
|
168.5
|
|
|
$
|
315.0
|
|
|
20
|
%
|
|
(47
|
)%
|
Percentage of total revenue
|
|
5
|
%
|
|
4
|
%
|
|
11
|
%
|
|
|
|
|
|||||
Effective tax rate
|
|
20
|
%
|
|
18
|
%
|
|
45
|
%
|
|
|
|
|
|
As of
|
||||||
(in millions)
|
December 2, 2011
|
|
December 3, 2010
|
||||
Cash and cash equivalents
|
$
|
989.5
|
|
|
$
|
749.9
|
|
Short-term investments
|
$
|
1,922.2
|
|
|
$
|
1,718.1
|
|
Working capital
|
$
|
2,520.7
|
|
|
$
|
2,148.0
|
|
Stockholders’ equity
|
$
|
5,783.1
|
|
|
$
|
5,192.4
|
|
(in millions)
|
Fiscal
2011 |
|
Fiscal
2010 |
|
Fiscal
2009 |
||||||
Net cash provided by operating activities
|
$
|
1,543.3
|
|
|
$
|
1,113.0
|
|
|
$
|
1,117.8
|
|
Net cash used for investing activities
|
(757.4
|
)
|
|
(1,159.3
|
)
|
|
(1,497.1
|
)
|
|||
Net cash (used for) provided by financing activities
|
(550.4
|
)
|
|
(215.3
|
)
|
|
477.6
|
|
|||
Effect of foreign currency exchange rates on cash and cash equivalents
|
4.1
|
|
|
12.0
|
|
|
14.7
|
|
|||
Net increase in cash and cash equivalents
|
$
|
239.6
|
|
|
$
|
(249.6
|
)
|
|
$
|
113.0
|
|
•
|
Fiscal 2011 Restructuring Plan
|
•
|
Fiscal 2009 Restructuring Plan
|
•
|
Fiscal 2008 Restructuring Plan
|
•
|
Omniture Restructuring Plan
|
•
|
Macromedia Restructuring Plan
|
Board Approval
Date
|
|
Repurchases
Under the Plan
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||
|
|
Shares
|
|
Average
|
|
Shares
|
|
Average
|
|
Shares
|
|
Average
|
||||||||||||||
December 1997
|
|
From employees
(1)
|
|
1
|
|
|
$
|
33.57
|
|
|
1
|
|
|
$
|
35.66
|
|
|
1
|
|
|
$
|
24.00
|
|
|||
|
|
Open market
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
|
|
Structured repurchases
(2)
|
|
—
|
|
|
$
|
—
|
|
|
9,358
|
|
|
$
|
33.11
|
|
|
15,231
|
|
|
$
|
27.89
|
|
|||
June 2010
|
|
Structured repurchases
(2)
|
|
21,849
|
|
|
$
|
31.81
|
|
|
21,807
|
|
|
$
|
27.51
|
|
|
—
|
|
|
$
|
—
|
|
|||
Total shares
|
|
|
|
21,850
|
|
|
$
|
31.81
|
|
|
31,166
|
|
|
$
|
29.19
|
|
|
15,232
|
|
|
$
|
27.89
|
|
|||
Total cost
|
|
|
|
$
|
695,015
|
|
|
|
|
|
$
|
909,900
|
|
|
|
|
|
$
|
424,851
|
|
|
|
|
(1)
|
The repurchases from employees represent shares cancelled when surrendered in lieu of cash payments for the option exercise price or withholding taxes due.
|
(2)
|
Stock repurchase agreements executed with large financial institutions. See
Stock Repurchase Program
above.
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Notes
|
|
$
|
1,931.7
|
|
|
$
|
62.3
|
|
|
$
|
124.5
|
|
|
$
|
695.3
|
|
|
$
|
1,049.6
|
|
Operating leases
|
|
251.2
|
|
|
56.8
|
|
|
70.6
|
|
|
43.9
|
|
|
79.9
|
|
|||||
Capital lease obligations
|
|
20.7
|
|
|
9.9
|
|
|
10.8
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
|
296.1
|
|
|
267.3
|
|
|
11.6
|
|
|
4.2
|
|
|
13.0
|
|
|||||
Total
|
|
$
|
2,499.7
|
|
|
$
|
396.3
|
|
|
$
|
217.5
|
|
|
$
|
743.4
|
|
|
$
|
1,142.5
|
|
Due within one year
|
$
|
646.7
|
|
Due within two years
|
620.8
|
|
|
Due within three years
|
429.6
|
|
|
Due after three years
|
212.8
|
|
|
Total
|
$
|
1,909.9
|
|
-150 BPS
|
|
-100 BPS
|
|
-50 BPS
|
|
Fair Value 12/2/2011
|
|
+50 BPS
|
|
+100 BPS
|
|
+150 BPS
|
|||||||
1,935.5
|
|
|
1,930.6
|
|
|
1,922.1
|
|
|
1,909.9
|
|
|
1,896.4
|
|
|
1,883.0
|
|
|
1,869.9
|
|
-150 BPS
|
|
-100 BPS
|
|
-50 BPS
|
|
Fair Value 12/3/2010
|
|
+50 BPS
|
|
+100 BPS
|
|
+150 BPS
|
|||||||
1,730.2
|
|
|
1,726.4
|
|
|
1,718.9
|
|
|
1,706.9
|
|
|
1,694.7
|
|
|
1,682.6
|
|
|
1,670.6
|
|
(in millions)
|
|
50%
|
|
35%
|
|
15%
|
||||||
Marketable equity securities
|
|
$
|
6.2
|
|
|
$
|
4.3
|
|
|
$
|
1.8
|
|
|
Page No.
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Income
|
|
Consolidated Statements of Stockholders' Equity and Comprehensive Income
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
Report of KPMG LLP, Independent Registered Public Accounting Firm
|
|
December 2,
2011 |
|
December 3,
2010 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
989,500
|
|
|
$
|
749,891
|
|
Short-term investments
|
1,922,192
|
|
|
1,718,124
|
|
||
Trade receivables, net of allowances for doubtful accounts of $15,080 and $15,233, respectively
|
634,373
|
|
|
554,328
|
|
||
Deferred income taxes
|
91,963
|
|
|
83,247
|
|
||
Prepaid expenses and other current assets
|
133,423
|
|
|
110,460
|
|
||
Total current assets
|
3,771,451
|
|
|
3,216,050
|
|
||
Property and equipment, net
|
527,828
|
|
|
448,881
|
|
||
Goodwill
|
3,849,217
|
|
|
3,641,844
|
|
||
Purchased and other intangibles, net
|
545,526
|
|
|
528,784
|
|
||
Investment in lease receivable
|
207,239
|
|
|
207,239
|
|
||
Other assets
|
89,922
|
|
|
98,350
|
|
||
Total assets
|
$
|
8,991,183
|
|
|
$
|
8,141,148
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Trade payables
|
$
|
86,660
|
|
|
$
|
52,432
|
|
Accrued expenses
|
554,941
|
|
|
564,275
|
|
||
Capital lease obligations
|
9,212
|
|
|
8,799
|
|
||
Accrued restructuring
|
80,930
|
|
|
8,119
|
|
||
Income taxes payable
|
42,634
|
|
|
53,715
|
|
||
Deferred revenue
|
476,402
|
|
|
380,748
|
|
||
Total current liabilities
|
1,250,779
|
|
|
1,068,088
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Debt and capital lease obligations
|
1,505,096
|
|
|
1,513,662
|
|
||
Deferred revenue
|
55,303
|
|
|
48,929
|
|
||
Accrued restructuring
|
7,449
|
|
|
8,254
|
|
||
Income taxes payable
|
156,958
|
|
|
164,713
|
|
||
Deferred income taxes
|
181,602
|
|
|
103,098
|
|
||
Other liabilities
|
50,883
|
|
|
42,017
|
|
||
Total liabilities
|
3,208,070
|
|
|
2,948,761
|
|
||
|
|
|
|
||||
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;
491,540 and 501,897 shares outstanding, respectively
|
61
|
|
|
61
|
|
||
Additional paid-in-capital
|
2,753,896
|
|
|
2,458,278
|
|
||
Retained earnings
|
6,528,735
|
|
|
5,980,914
|
|
||
Accumulated other comprehensive income
|
29,950
|
|
|
17,428
|
|
||
Treasury stock, at cost (109,294 and 98,937 shares, respectively), net of reissuances
|
(3,529,529
|
)
|
|
(3,264,294
|
)
|
||
Total stockholders’ equity
|
5,783,113
|
|
|
5,192,387
|
|
||
Total liabilities and stockholders’ equity
|
$
|
8,991,183
|
|
|
$
|
8,141,148
|
|
|
Years Ended
|
||||||||||
|
December 2,
2011 |
|
December 3,
2010 |
|
November 27,
2009 |
||||||
Revenue:
|
|
|
|
|
|
||||||
Products
|
$
|
3,424,472
|
|
|
$
|
3,159,161
|
|
|
$
|
2,684,789
|
|
Subscription
|
450,645
|
|
|
386,805
|
|
|
74,602
|
|
|||
Services and support
|
341,141
|
|
|
254,034
|
|
|
186,462
|
|
|||
Total revenue
|
4,216,258
|
|
|
3,800,000
|
|
|
2,945,853
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|||||
Products
|
125,640
|
|
|
127,453
|
|
|
180,611
|
|
|||
Subscription
|
194,033
|
|
|
195,595
|
|
|
48,286
|
|
|||
Services and support
|
118,200
|
|
|
80,454
|
|
|
67,835
|
|
|||
Total cost of revenue
|
437,873
|
|
|
403,502
|
|
|
296,732
|
|
|||
Gross profit
|
3,778,385
|
|
|
3,396,498
|
|
|
2,649,121
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|||||
Research and development
|
738,053
|
|
|
680,332
|
|
|
565,141
|
|
|||
Sales and marketing
|
1,385,822
|
|
|
1,244,197
|
|
|
981,903
|
|
|||
General and administrative
|
414,605
|
|
|
383,499
|
|
|
298,749
|
|
|||
Restructuring and other related charges
|
97,773
|
|
|
23,266
|
|
|
41,260
|
|
|||
Amortization of purchased intangibles and incomplete technology
|
42,833
|
|
|
72,130
|
|
|
71,555
|
|
|||
Total operating expenses
|
2,679,086
|
|
|
2,403,424
|
|
|
1,958,608
|
|
|||
Operating income
|
1,099,299
|
|
|
993,074
|
|
|
690,513
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
|||||
Interest and other income (expense), net
|
(2,974
|
)
|
|
13,139
|
|
|
31,380
|
|
|||
Interest expense
|
(66,952
|
)
|
|
(56,952
|
)
|
|
(3,407
|
)
|
|||
Investment gains (losses), net
|
5,857
|
|
|
(6,110
|
)
|
|
(16,966
|
)
|
|||
Total non-operating income (expense), net
|
(64,069
|
)
|
|
(49,923
|
)
|
|
11,007
|
|
|||
Income before income taxes
|
1,035,230
|
|
|
943,151
|
|
|
701,520
|
|
|||
Provision for income taxes
|
202,383
|
|
|
168,471
|
|
|
315,012
|
|
|||
Net income
|
$
|
832,847
|
|
|
$
|
774,680
|
|
|
$
|
386,508
|
|
Basic net income per share
|
$
|
1.67
|
|
|
$
|
1.49
|
|
|
$
|
0.74
|
|
Shares used to compute basic net income per share
|
497,469
|
|
|
519,045
|
|
|
524,470
|
|
|||
Diluted net income per share
|
$
|
1.65
|
|
|
$
|
1.47
|
|
|
$
|
0.73
|
|
Shares used to compute diluted net income per share
|
503,921
|
|
|
525,824
|
|
|
530,610
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Treasury Stock
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
Total
|
|||||||||||||||||
Balances at November 28, 2008
|
|
600,834
|
|
|
$
|
61
|
|
|
$
|
2,396,819
|
|
|
$
|
4,913,406
|
|
|
$
|
57,222
|
|
|
(74,723
|
)
|
|
$
|
(2,957,154
|
)
|
|
$
|
4,410,354
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386,508
|
|
||||||
Other comprehensive income (loss),
net of taxes (Note 14)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,776
|
)
|
|
—
|
|
|
—
|
|
|
(32,776
|
)
|
||||||
Total comprehensive income, net of
taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353,732
|
|
||||||
Re-issuance of treasury stock under
stock compensation plans
|
|
—
|
|
|
—
|
|
|
(303,688
|
)
|
|
—
|
|
|
—
|
|
|
11,777
|
|
|
483,254
|
|
|
179,566
|
|
||||||
Tax benefit from employee stock
option plans
|
|
—
|
|
|
—
|
|
|
44,381
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,381
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,231
|
)
|
|
(350,014
|
)
|
|
(350,014
|
)
|
||||||
Equity awards assumed for
acquisition
|
|
—
|
|
|
—
|
|
|
84,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,968
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
167,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167,581
|
|
||||||
Balances at November 27, 2009
|
|
600,834
|
|
|
$
|
61
|
|
|
$
|
2,390,061
|
|
|
$
|
5,299,914
|
|
|
$
|
24,446
|
|
|
(78,177
|
)
|
|
$
|
(2,823,914
|
)
|
|
$
|
4,890,568
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
774,680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
774,680
|
|
||||||
Other comprehensive income (loss),
net of taxes (Note 14)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,018
|
)
|
|
—
|
|
|
—
|
|
|
(7,018
|
)
|
||||||
Total comprehensive income, net of
taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
767,662
|
|
||||||
Re-issuance of treasury stock under
stock compensation plans
|
|
—
|
|
|
—
|
|
|
(177,099
|
)
|
|
(93,680
|
)
|
|
—
|
|
|
10,407
|
|
|
410,049
|
|
|
139,270
|
|
||||||
Tax benefit from employee stock
option plans
|
|
—
|
|
|
—
|
|
|
11,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,107
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,167
|
)
|
|
(850,020
|
)
|
|
(850,020
|
)
|
||||||
Equity awards assumed for
acquisition
|
|
—
|
|
|
—
|
|
|
3,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,264
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
230,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230,945
|
|
||||||
Value of shares in deferred
compensation plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
(409
|
)
|
||||||
Balances at December 3, 2010
|
|
600,834
|
|
|
$
|
61
|
|
|
$
|
2,458,278
|
|
|
$
|
5,980,914
|
|
|
$
|
17,428
|
|
|
(98,937
|
)
|
|
$
|
(3,264,294
|
)
|
|
$
|
5,192,387
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
832,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
832,847
|
|
||||||
Other comprehensive income (loss),
net of taxes (Note 14)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,522
|
|
|
—
|
|
|
—
|
|
|
12,522
|
|
||||||
Total comprehensive income, net of
taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
845,369
|
|
||||||
Re-issuance of treasury stock under
stock compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285,026
|
)
|
|
—
|
|
|
11,492
|
|
|
429,780
|
|
|
144,754
|
|
||||||
Tax benefit from employee stock
option plans
|
|
—
|
|
|
—
|
|
|
9,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,568
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,849
|
)
|
|
(695,015
|
)
|
|
(695,015
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
286,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,050
|
|
||||||
Balances at December 2, 2011
|
|
600,834
|
|
|
$
|
61
|
|
|
$
|
2,753,896
|
|
|
$
|
6,528,735
|
|
|
$
|
29,950
|
|
|
(109,294
|
)
|
|
$
|
(3,529,529
|
)
|
|
$
|
5,783,113
|
|
|
Years Ended
|
||||||||||
|
December 2,
2011 |
|
December 3,
2010 |
|
November 27,
2009 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
832,847
|
|
|
$
|
774,680
|
|
|
$
|
386,508
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
270,205
|
|
|
292,738
|
|
|
282,423
|
|
|||
Stock-based compensation
|
286,103
|
|
|
231,086
|
|
|
167,581
|
|
|||
Deferred income taxes
|
51,415
|
|
|
(172,329
|
)
|
|
49,590
|
|
|||
Unrealized (gains) losses on investments
|
(4,349
|
)
|
|
11,517
|
|
|
11,623
|
|
|||
Retirements and disposals of property and equipment
|
14,772
|
|
|
674
|
|
|
821
|
|
|||
Tax benefit from employee stock option plans
|
9,568
|
|
|
11,107
|
|
|
44,381
|
|
|||
Other non-cash items
|
14,992
|
|
|
2,588
|
|
|
2,494
|
|
|||
Excess tax benefits from stock-based compensation
|
(9,949
|
)
|
|
(16,430
|
)
|
|
(11,980
|
)
|
|||
Changes in operating assets and liabilities, net of acquired assets and
assumed liabilities:
|
|
|
|
|
|
||||||
Trade receivables, net
|
(81,065
|
)
|
|
(134,276
|
)
|
|
172,287
|
|
|||
Prepaid expenses and other current assets
|
(5,100
|
)
|
|
(39,963
|
)
|
|
21,814
|
|
|||
Trade payables
|
32,203
|
|
|
(10,092
|
)
|
|
(13,601
|
)
|
|||
Accrued expenses
|
(24,708
|
)
|
|
127,814
|
|
|
(52,179
|
)
|
|||
Accrued restructuring
|
71,932
|
|
|
(26,811
|
)
|
|
(8,446
|
)
|
|||
Income taxes payable
|
(16,661
|
)
|
|
(48,656
|
)
|
|
109,620
|
|
|||
Deferred revenue
|
101,109
|
|
|
109,348
|
|
|
(45,142
|
)
|
|||
Net cash provided by operating activities
|
1,543,314
|
|
|
1,112,995
|
|
|
1,117,794
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Purchases of short-term investments
|
(1,861,075
|
)
|
|
(2,600,787
|
)
|
|
(1,307,366
|
)
|
|||
Maturities of short-term investments
|
486,050
|
|
|
643,614
|
|
|
464,031
|
|
|||
Proceeds from sales of short-term investments
|
1,148,148
|
|
|
1,134,365
|
|
|
1,057,176
|
|
|||
Business acquisitions, net of cash acquired
|
(259,046
|
)
|
|
(193,281
|
)
|
|
(1,582,669
|
)
|
|||
Purchases of property and equipment
|
(210,294
|
)
|
|
(169,642
|
)
|
|
(119,592
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
32,151
|
|
|
—
|
|
|||
Purchases of long-term investments, intangibles and other assets
|
(65,600
|
)
|
|
(28,216
|
)
|
|
(29,143
|
)
|
|||
Proceeds from sale of long-term investments
|
4,558
|
|
|
20,351
|
|
|
17,696
|
|
|||
Other
|
(143
|
)
|
|
2,151
|
|
|
2,771
|
|
|||
Net cash used for investing activities
|
(757,402
|
)
|
|
(1,159,294
|
)
|
|
(1,497,096
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Purchases of treasury stock
|
(695,015
|
)
|
|
(850,020
|
)
|
|
(350,013
|
)
|
|||
Proceeds from issuance of treasury stock
|
144,754
|
|
|
139,270
|
|
|
179,566
|
|
|||
Excess tax benefits from stock-based compensation
|
9,949
|
|
|
16,430
|
|
|
11,980
|
|
|||
Proceeds from debt
|
—
|
|
|
1,493,439
|
|
|
650,000
|
|
|||
Repayment of debt and capital lease obligations
|
(10,046
|
)
|
|
(1,003,719
|
)
|
|
—
|
|
|||
Repayment of acquired debt
|
—
|
|
|
—
|
|
|
(13,897
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(10,662
|
)
|
|
—
|
|
|||
Net cash (used for) provided by financing activities
|
(550,358
|
)
|
|
(215,262
|
)
|
|
477,636
|
|
|||
Effect of foreign currency exchange rates on cash and cash equivalents
|
4,055
|
|
|
11,965
|
|
|
14,703
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
239,609
|
|
|
(249,596
|
)
|
|
113,037
|
|
|||
Cash and cash equivalents at beginning of year
|
749,891
|
|
|
999,487
|
|
|
886,450
|
|
|||
Cash and cash equivalents at end of year
|
$
|
989,500
|
|
|
$
|
749,891
|
|
|
$
|
999,487
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|||||
Cash paid for income taxes, net of refunds
|
$
|
158,373
|
|
|
$
|
389,114
|
|
|
$
|
105,158
|
|
Cash paid for interest
|
$
|
63,967
|
|
|
$
|
34,632
|
|
|
$
|
2,088
|
|
Non-cash investing activities:
|
|
|
|
|
|
||||||
Issuance of common stock and stock awards assumed in business acquisitions
|
$
|
—
|
|
|
$
|
3,264
|
|
|
$
|
84,968
|
|
Property and equipment acquired under capital leases
|
$
|
—
|
|
|
$
|
32,151
|
|
|
$
|
—
|
|
•
|
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 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
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Beginning balance
|
|
$
|
49,426
|
|
|
$
|
34,401
|
|
|
$
|
50,943
|
|
Increase due to acquisition
|
|
—
|
|
|
—
|
|
|
6,566
|
|
|||
Amount charged to revenue
|
|
162,491
|
|
|
171,607
|
|
|
113,009
|
|
|||
Actual returns
|
|
(151,030
|
)
|
|
(156,582
|
)
|
|
(136,117
|
)
|
|||
Ending balance
|
|
$
|
60,887
|
|
|
$
|
49,426
|
|
|
$
|
34,401
|
|
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Beginning balance
|
|
$
|
15,233
|
|
|
$
|
15,225
|
|
|
$
|
4,128
|
|
Increase due to acquisition
|
|
269
|
|
|
662
|
|
|
9,100
|
|
|||
Charged to operating expenses
(1)
|
|
6,271
|
|
|
3,673
|
|
|
2,190
|
|
|||
Deductions
(2)
|
|
(6,693
|
)
|
|
(4,327
|
)
|
|
(193
|
)
|
|||
Ending balance
|
|
$
|
15,080
|
|
|
$
|
15,233
|
|
|
$
|
15,225
|
|
(1)
|
Fiscal
2011
and
2010
bad debt expense of
$5.6 million
and
$2.7 million
include a preference claim credited to operating expense of
$0.7 million
and
$1.0 million
, respectively. Fiscal 2009 bad debt expense of
$3.2 million
includes a preference claim charge to operating expense of
$1.0 million
.
|
(2)
|
Deductions related to the allowance for doubtful accounts represent amounts written off against the allowance, less recoveries.
|
|
Weighted Average
Useful Life (years
)
|
Purchased technology
|
6
|
Customer contracts and relationships
|
10
|
Trademarks
|
7
|
Acquired rights to use technology
|
9
|
Localization
|
1
|
Other intangibles
|
3
|
Acquisition of approximately 79 million shares of outstanding common stock of Omniture at $21.50
per share in cash
|
$
|
1,698,926
|
|
Estimated fair value of earned stock options and restricted stock units assumed and converted
|
84,968
|
|
|
Estimated direct transaction costs
|
14,365
|
|
|
Total purchase price
|
$
|
1,798,259
|
|
(in thousands)
|
|
Amount
|
|
Weighted Average
Useful Life
(years)
|
||
Net tangible assets
|
|
$
|
33,397
|
|
|
|
Identifiable intangible assets:
|
|
|
|
|
|
|
Existing technology
|
|
176,200
|
|
|
6
|
|
Customer contracts and relationships
|
|
168,600
|
|
|
11
|
|
Contract backlog
|
|
44,800
|
|
|
2
|
|
Non-competition agreements
|
|
900
|
|
|
2
|
|
Trademarks
|
|
41,000
|
|
|
8
|
|
In-process research and development
|
|
4,600
|
|
|
N/A
|
|
Goodwill
|
|
1,340,021
|
|
|
|
|
Restructuring liability
|
|
(11,259
|
)
|
|
|
|
Total purchase price allocation
|
|
$
|
1,798,259
|
|
|
|
|
|
2009
|
||
Net revenues
|
|
$
|
3,168,731
|
|
Net income
|
|
$
|
308,904
|
|
Basic net income per share
|
|
$
|
0.59
|
|
Shares used in computing basic net income per share
|
|
524,470
|
|
|
Diluted net income per share
|
|
$
|
0.58
|
|
Shares used in computing diluted net income per share
|
|
531,293
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
261,206
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
261,206
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds and commercial paper
|
15,948
|
|
|
—
|
|
|
—
|
|
|
15,948
|
|
||||
Money market mutual funds and repurchase agreements
|
687,152
|
|
|
—
|
|
|
—
|
|
|
687,152
|
|
||||
Time deposits
|
15,694
|
|
|
—
|
|
|
—
|
|
|
15,694
|
|
||||
U.S. agency securities
|
2,500
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
||||
U.S. Treasury securities
|
7,000
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
||||
Total cash equivalents
|
728,294
|
|
|
—
|
|
|
—
|
|
|
728,294
|
|
||||
Total cash and cash equivalents
|
989,500
|
|
|
—
|
|
|
—
|
|
|
989,500
|
|
||||
Short-term fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds and commercial paper
|
1,109,674
|
|
|
6,533
|
|
|
(4,670
|
)
|
|
1,111,537
|
|
||||
Foreign government securities
|
7,280
|
|
|
43
|
|
|
—
|
|
|
7,323
|
|
||||
Municipal securities
|
106,255
|
|
|
104
|
|
|
(4
|
)
|
|
106,355
|
|
||||
U.S. agency securities
|
374,514
|
|
|
1,496
|
|
|
(117
|
)
|
|
375,893
|
|
||||
U.S. Treasury securities
|
307,181
|
|
|
1,640
|
|
|
(4
|
)
|
|
308,817
|
|
||||
Subtotal
|
1,904,904
|
|
|
9,816
|
|
|
(4,795
|
)
|
|
1,909,925
|
|
||||
Marketable equity securities
|
10,581
|
|
|
1,686
|
|
|
—
|
|
|
12,267
|
|
||||
Total short-term investments
|
1,915,485
|
|
|
11,502
|
|
|
(4,795
|
)
|
|
1,922,192
|
|
||||
Total cash, cash equivalents and short-term investments
|
$
|
2,904,985
|
|
|
$
|
11,502
|
|
|
$
|
(4,795
|
)
|
|
$
|
2,911,692
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
98,691
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98,691
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||
Commercial paper
|
41,389
|
|
|
—
|
|
|
—
|
|
|
41,389
|
|
||||
Money market mutual funds and repurchase agreements
|
477,259
|
|
|
—
|
|
|
—
|
|
|
477,259
|
|
||||
Municipal securities
|
350
|
|
|
—
|
|
|
—
|
|
|
350
|
|
||||
Time deposits
|
64,006
|
|
|
—
|
|
|
—
|
|
|
64,006
|
|
||||
U.S. Treasury securities
|
68,195
|
|
|
1
|
|
|
—
|
|
|
68,196
|
|
||||
Total cash equivalents
|
651,199
|
|
|
1
|
|
|
—
|
|
|
651,200
|
|
||||
Total cash and cash equivalents
|
749,890
|
|
|
1
|
|
|
—
|
|
|
749,891
|
|
||||
Short-term fixed income securities:
|
|
|
|
|
|
|
|
|
|||||||
Corporate bonds and commercial paper
|
977,889
|
|
|
8,079
|
|
|
(1,450
|
)
|
|
984,518
|
|
||||
Foreign government securities
|
33,079
|
|
|
309
|
|
|
(2
|
)
|
|
33,386
|
|
||||
Municipal securities
|
119,608
|
|
|
29
|
|
|
(32
|
)
|
|
119,605
|
|
||||
U.S. agency securities
|
229,772
|
|
|
778
|
|
|
(179
|
)
|
|
230,371
|
|
||||
U.S. Treasury securities
|
336,441
|
|
|
2,828
|
|
|
(209
|
)
|
|
339,060
|
|
||||
Subtotal
|
1,696,789
|
|
|
12,023
|
|
|
(1,872
|
)
|
|
1,706,940
|
|
||||
Marketable equity securities
|
11,196
|
|
|
1,122
|
|
|
(1,134
|
)
|
|
11,184
|
|
||||
Total short-term investments
|
1,707,985
|
|
|
13,145
|
|
|
(3,006
|
)
|
|
1,718,124
|
|
||||
Total cash, cash equivalents and short-term investments
|
$
|
2,457,875
|
|
|
$
|
13,146
|
|
|
$
|
(3,006
|
)
|
|
$
|
2,468,015
|
|
|
2011
|
|
2010
|
||||||||||||
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||
Corporate bonds and commercial paper
|
$
|
408,178
|
|
|
$
|
(4,438
|
)
|
|
$
|
257,615
|
|
|
$
|
(1,450
|
)
|
Foreign government securities
|
—
|
|
|
—
|
|
|
4,531
|
|
|
(2
|
)
|
||||
Marketable equity securities
|
—
|
|
|
—
|
|
|
9,380
|
|
|
(1,134
|
)
|
||||
Municipal securities
|
17,125
|
|
|
(3
|
)
|
|
43,028
|
|
|
(32
|
)
|
||||
U.S. Treasury and agency securities
|
133,857
|
|
|
(121
|
)
|
|
192,702
|
|
|
(388
|
)
|
||||
Total
|
$
|
559,160
|
|
|
$
|
(4,562
|
)
|
|
$
|
507,256
|
|
|
$
|
(3,006
|
)
|
|
2011
|
||||||
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||
Corporate bonds and commercial paper
|
$
|
22,918
|
|
|
$
|
(232
|
)
|
Municipal securities
|
2,668
|
|
|
(1
|
)
|
||
Total
|
$
|
25,586
|
|
|
$
|
(233
|
)
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
$
|
646,632
|
|
|
$
|
646,694
|
|
Due between one and two years
|
619,557
|
|
|
620,778
|
|
||
Due between two and three years
|
427,913
|
|
|
429,660
|
|
||
Due after three years
|
210,802
|
|
|
212,793
|
|
||
Total
|
$
|
1,904,904
|
|
|
$
|
1,909,925
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds and commercial paper
|
$
|
15,948
|
|
|
$
|
—
|
|
|
$
|
15,948
|
|
|
$
|
—
|
|
Money market mutual funds and repurchase
agreements
|
687,152
|
|
|
687,152
|
|
|
—
|
|
|
—
|
|
||||
Time deposits
|
15,694
|
|
|
15,694
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
||||
U.S. Treasury securities
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds and commercial paper
|
1,111,537
|
|
|
—
|
|
|
1,111,537
|
|
|
—
|
|
||||
Foreign government securities
|
7,323
|
|
|
—
|
|
|
7,323
|
|
|
—
|
|
||||
Marketable equity securities
|
12,267
|
|
|
12,267
|
|
|
—
|
|
|
—
|
|
||||
Municipal securities
|
106,355
|
|
|
—
|
|
|
106,355
|
|
|
—
|
|
||||
U.S. agency securities
|
375,893
|
|
|
—
|
|
|
375,893
|
|
|
—
|
|
||||
U.S. Treasury securities
|
308,817
|
|
|
—
|
|
|
308,817
|
|
|
—
|
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency derivatives
|
25,362
|
|
|
—
|
|
|
25,362
|
|
|
—
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred compensation plan assets
|
12,803
|
|
|
523
|
|
|
12,280
|
|
|
—
|
|
||||
Total assets
|
$
|
2,688,651
|
|
|
$
|
715,636
|
|
|
$
|
1,973,015
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency derivatives
|
$
|
3,881
|
|
|
$
|
—
|
|
|
$
|
3,881
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
3,881
|
|
|
$
|
—
|
|
|
$
|
3,881
|
|
|
$
|
—
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
41,389
|
|
|
$
|
—
|
|
|
$
|
41,389
|
|
|
$
|
—
|
|
Money market mutual funds and repurchase
agreements
|
477,259
|
|
|
477,259
|
|
|
—
|
|
|
—
|
|
||||
Municipal securities
|
350
|
|
|
—
|
|
|
350
|
|
|
—
|
|
||||
Time deposits
|
64,006
|
|
|
64,006
|
|
|
—
|
|
|
—
|
|
||||
U.S. Treasury securities
|
68,196
|
|
|
—
|
|
|
68,196
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds and commercial paper
|
984,518
|
|
|
—
|
|
|
984,518
|
|
|
—
|
|
||||
Foreign government securities
|
33,386
|
|
|
—
|
|
|
33,386
|
|
|
—
|
|
||||
Marketable equity securities
|
11,184
|
|
|
11,184
|
|
|
—
|
|
|
—
|
|
||||
Municipal securities
|
119,605
|
|
|
—
|
|
|
119,605
|
|
|
—
|
|
||||
U.S. agency securities
|
230,371
|
|
|
—
|
|
|
230,371
|
|
|
—
|
|
||||
U.S. Treasury securities
|
339,060
|
|
|
—
|
|
|
339,060
|
|
|
—
|
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency derivatives
|
18,821
|
|
|
—
|
|
|
18,821
|
|
|
—
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation plan assets
|
11,071
|
|
|
617
|
|
|
10,454
|
|
|
—
|
|
||||
Total assets
|
$
|
2,399,216
|
|
|
$
|
553,066
|
|
|
$
|
1,846,150
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency derivatives
|
$
|
1,945
|
|
|
$
|
—
|
|
|
$
|
1,945
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
1,945
|
|
|
$
|
—
|
|
|
$
|
1,945
|
|
|
$
|
—
|
|
|
2011
|
|
2010
|
||||||||||||
|
Fair Value
Asset
Derivatives
(1)
|
|
Fair Value
Liability
Derivatives
(2)
|
|
Fair Value
Asset
Derivatives
(1)
|
|
Fair Value
Liability
Derivatives
(2)
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange option contracts
(3)
|
$
|
19,296
|
|
|
$
|
—
|
|
|
$
|
6,092
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
6,066
|
|
|
3,881
|
|
|
12,729
|
|
|
1,945
|
|
||||
Total derivatives
|
$
|
25,362
|
|
|
$
|
3,881
|
|
|
$
|
18,821
|
|
|
$
|
1,945
|
|
(1)
|
Included in prepaid expenses and other current assets on our Consolidated Balance Sheets.
|
(2)
|
Included in accrued expenses on our Consolidated Balance Sheets.
|
(3)
|
Hedging effectiveness expected to be recognized to income within the next twelve months.
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||
|
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 OCI, net of tax
(1)
|
$
|
16,952
|
|
|
$
|
—
|
|
|
$
|
20,325
|
|
|
$
|
—
|
|
|
$
|
(14,618
|
)
|
|
$
|
—
|
|
Net gain (loss) reclassified from accumulated
OCI into income, net of tax
(2)
|
$
|
3,749
|
|
|
$
|
—
|
|
|
$
|
20,169
|
|
|
$
|
—
|
|
|
$
|
27,138
|
|
|
$
|
—
|
|
Net gain (loss) recognized in income
(3)
|
$
|
(28,796
|
)
|
|
$
|
—
|
|
|
$
|
(23,285
|
)
|
|
$
|
—
|
|
|
$
|
(18,027
|
)
|
|
$
|
—
|
|
Derivatives not designated as hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain (loss) recognized in income
(4)
|
$
|
—
|
|
|
$
|
(3,973
|
)
|
|
$
|
—
|
|
|
$
|
(34,168
|
)
|
|
$
|
—
|
|
|
$
|
(14,407
|
)
|
(1)
|
Net change in the fair value of the effective portion classified in other comprehensive 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.
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Gain (loss) on foreign currency assets and liabilities:
|
|
|
|
|
|
|
||||||
Net realized gain (loss) recognized in other income
|
|
$
|
6,604
|
|
|
$
|
(11,470
|
)
|
|
$
|
25,384
|
|
Net unrealized (loss) gain recognized in other income
|
|
(4,062
|
)
|
|
(12,345
|
)
|
|
(6,390
|
)
|
|||
|
|
2,542
|
|
|
(23,815
|
)
|
|
18,994
|
|
|||
(Loss) gain on hedges of foreign currency assets and liabilities:
|
|
|
|
|
|
|
||||||
Net realized gain (loss) recognized in other income
|
|
4,633
|
|
|
21,921
|
|
|
(11,872
|
)
|
|||
Net unrealized gain (loss) recognized in other income
|
|
(8,606
|
)
|
|
12,247
|
|
|
(2,535
|
)
|
|||
|
|
(3,973
|
)
|
|
34,168
|
|
|
(14,407
|
)
|
|||
Net gain (loss) recognized in interest and other income (expense), net
|
|
$
|
(1,431
|
)
|
|
$
|
10,353
|
|
|
$
|
4,587
|
|
|
|
2011
|
|
2010
|
||||
Computers and equipment
|
|
$
|
581,670
|
|
|
$
|
454,351
|
|
Furniture and fixtures
|
|
75,384
|
|
|
68,322
|
|
||
Server hardware under capital lease
|
|
32,151
|
|
|
32,151
|
|
||
Capital projects in-progress
|
|
44,219
|
|
|
20,805
|
|
||
Leasehold improvements
|
|
206,529
|
|
|
188,334
|
|
||
Land
|
|
113,960
|
|
|
110,160
|
|
||
Buildings
|
|
99,845
|
|
|
99,845
|
|
||
Total
|
|
1,153,758
|
|
|
973,968
|
|
||
Less accumulated depreciation and amortization
|
|
(625,930
|
)
|
|
(525,087
|
)
|
||
Property and equipment, net
|
|
$
|
527,828
|
|
|
$
|
448,881
|
|
|
|
2009
|
|
Acquisitions
|
|
Other
(1)
|
|
2010
|
|
Acquisitions
|
|
Other
(2)
|
|
2011
|
||||||||||||||
Creative and Interactive
Solutions
|
|
$
|
1,089,161
|
|
|
$
|
—
|
|
|
$
|
(2,472
|
)
|
|
$
|
1,086,689
|
|
|
$
|
119,898
|
|
|
$
|
(385
|
)
|
|
$
|
1,206,202
|
|
Digital Media Solutions
|
|
348,587
|
|
|
—
|
|
|
(1,017
|
)
|
|
347,570
|
|
|
829
|
|
|
(123
|
)
|
|
348,276
|
|
|||||||
Knowledge Worker
|
|
367,050
|
|
|
—
|
|
|
(1,795
|
)
|
|
365,255
|
|
|
53,084
|
|
|
(325
|
)
|
|
418,014
|
|
|||||||
Enterprise
|
|
301,446
|
|
|
159,924
|
|
|
(6,160
|
)
|
|
455,210
|
|
|
—
|
|
|
(3,127
|
)
|
|
452,083
|
|
|||||||
Omniture
|
|
1,129,698
|
|
|
—
|
|
|
(1,170
|
)
|
|
1,128,528
|
|
|
38,728
|
|
|
(1,165
|
)
|
|
1,166,091
|
|
|||||||
Print and Publishing
|
|
258,647
|
|
|
—
|
|
|
(55
|
)
|
|
258,592
|
|
|
—
|
|
|
(41
|
)
|
|
258,551
|
|
|||||||
Goodwill
|
|
$
|
3,494,589
|
|
|
$
|
159,924
|
|
|
$
|
(12,669
|
)
|
|
$
|
3,641,844
|
|
|
$
|
212,539
|
|
|
$
|
(5,166
|
)
|
|
$
|
3,849,217
|
|
(1)
|
The change includes adjustments to our Omniture purchase price allocation through the second quarter of fiscal 2010 and foreign currency translation adjustments. We also recorded adjustments for restructuring and tax deductions from acquired stock options associated with our Omniture and Macromedia acquisitions.
See Note 2 for further information regarding our acquisitions.
|
(2)
|
The change includes adjustments to our Day purchase price allocation through the second quarter of fiscal 2011 and foreign currency translation adjustments. We also recorded adjustments for tax deductions from acquired stock options associated with our Omniture and Macromedia acquisitions.
See Note 2 for further information regarding our acquisitions.
|
|
|
2011
|
|
2010
|
||||
Creative and Interactive Solutions
|
|
$
|
120,490
|
|
|
$
|
46,017
|
|
Digital Media Solutions
|
|
19,399
|
|
|
19,895
|
|
||
Knowledge Worker
|
|
39,844
|
|
|
27,582
|
|
||
Enterprise
|
|
70,986
|
|
|
88,386
|
|
||
Omniture
|
|
294,656
|
|
|
345,305
|
|
||
Print and Publishing
|
|
151
|
|
|
1,599
|
|
||
Purchased and other intangible assets, net
|
|
$
|
545,526
|
|
|
$
|
528,784
|
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Purchased technology
|
$
|
314,057
|
|
|
$
|
(91,363
|
)
|
|
$
|
222,694
|
|
|
$
|
260,198
|
|
|
$
|
(61,987
|
)
|
|
$
|
198,211
|
|
Customer contracts and relationships
|
$
|
433,534
|
|
|
$
|
(229,364
|
)
|
|
$
|
204,170
|
|
|
$
|
398,421
|
|
|
$
|
(197,459
|
)
|
|
$
|
200,962
|
|
Trademarks
|
52,734
|
|
|
(11,217
|
)
|
|
41,517
|
|
|
172,019
|
|
|
(136,480
|
)
|
|
35,539
|
|
||||||
Acquired rights to use technology
|
106,865
|
|
|
(48,137
|
)
|
|
58,728
|
|
|
106,902
|
|
|
(35,381
|
)
|
|
71,521
|
|
||||||
Localization
|
9,762
|
|
|
(6,591
|
)
|
|
3,171
|
|
|
14,768
|
|
|
(9,355
|
)
|
|
5,413
|
|
||||||
Other intangibles
|
63,906
|
|
|
(48,660
|
)
|
|
15,246
|
|
|
51,265
|
|
|
(34,127
|
)
|
|
17,138
|
|
||||||
Total other intangible assets
|
$
|
666,801
|
|
|
$
|
(343,969
|
)
|
|
$
|
322,832
|
|
|
$
|
743,375
|
|
|
$
|
(412,802
|
)
|
|
$
|
330,573
|
|
Purchased and other intangible
assets, net
|
$
|
980,858
|
|
|
$
|
(435,332
|
)
|
|
$
|
545,526
|
|
|
$
|
1,003,573
|
|
|
$
|
(474,789
|
)
|
|
$
|
528,784
|
|
Fiscal Year
|
|
Purchased
Technology
|
|
Other Intangible
Assets
|
||||
2012
|
$
|
58,941
|
|
|
$
|
55,480
|
|
|
2013
|
53,984
|
|
|
50,022
|
|
|||
2014
|
47,734
|
|
|
46,954
|
|
|||
2015
|
42,328
|
|
|
41,667
|
|
|||
2016
|
10,931
|
|
|
37,164
|
|
|||
Thereafter
|
8,776
|
|
|
91,545
|
|
|||
Total expected amortization expense
|
$
|
222,694
|
|
|
$
|
322,832
|
|
|
2011
|
|
2010
|
||||
Investments
|
21,045
|
|
|
25,018
|
|
||
Deferred compensation plan assets
|
12,803
|
|
|
11,071
|
|
||
Prepaid land lease
|
13,058
|
|
|
13,215
|
|
||
Security and other deposits
|
10,791
|
|
|
11,266
|
|
||
Debt issuance costs
|
8,234
|
|
|
9,574
|
|
||
Prepaid royalties
|
4,519
|
|
|
7,726
|
|
||
Other
(*)
|
19,472
|
|
|
20,480
|
|
||
Other assets
|
$
|
89,922
|
|
|
$
|
98,350
|
|
(*)
|
Fiscal
2011
and
2010
includes a tax asset of approximately
$9 million
and
$11 million
related to an acquired entity, respectively.
|
|
2011
|
|
2010
|
||||
Accrued compensation and benefits
|
$
|
235,500
|
|
|
$
|
290,366
|
|
Sales and marketing allowances
|
58,156
|
|
|
38,706
|
|
||
Accrued corporate marketing
|
37,757
|
|
|
26,190
|
|
||
Taxes payable
|
26,732
|
|
|
21,800
|
|
||
Royalties payable
|
18,778
|
|
|
31,007
|
|
||
Accrued interest expense
|
21,010
|
|
|
21,203
|
|
||
Other
|
157,008
|
|
|
135,003
|
|
||
Accrued expenses
|
$
|
554,941
|
|
|
$
|
564,275
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Domestic
|
|
$
|
319,500
|
|
|
$
|
283,819
|
|
|
$
|
279,095
|
|
Foreign
|
|
715,730
|
|
|
659,332
|
|
|
422,425
|
|
|||
Income before income taxes
|
|
$
|
1,035,230
|
|
|
$
|
943,151
|
|
|
$
|
701,520
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Current:
|
|
|
|
|
|
|
||||||
United States federal
|
|
$
|
104,587
|
|
|
$
|
260,118
|
|
|
$
|
152,840
|
|
Foreign
|
|
41,724
|
|
|
44,869
|
|
|
36,794
|
|
|||
State and local
|
|
(8,769
|
)
|
|
31,866
|
|
|
25,427
|
|
|||
Total current
|
|
137,542
|
|
|
336,853
|
|
|
215,061
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
United States federal
|
|
60,617
|
|
|
(158,350
|
)
|
|
50,376
|
|
|||
Foreign
|
|
8,262
|
|
|
(6,475
|
)
|
|
559
|
|
|||
State and local
|
|
(13,606
|
)
|
|
(14,665
|
)
|
|
4,635
|
|
|||
Total deferred
|
|
55,273
|
|
|
(179,490
|
)
|
|
55,570
|
|
|||
Tax expense attributable to employee stock plans
|
|
9,568
|
|
|
11,108
|
|
|
44,381
|
|
|||
Provision for income taxes
|
|
$
|
202,383
|
|
|
$
|
168,471
|
|
|
$
|
315,012
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Computed “expected” tax expense
|
|
$
|
362,331
|
|
|
$
|
330,103
|
|
|
$
|
245,532
|
|
State tax expense, net of federal benefit
|
|
8,436
|
|
|
13,444
|
|
|
7,799
|
|
|||
Tax credits
|
|
(30,283
|
)
|
|
(1,317
|
)
|
|
(14,127
|
)
|
|||
Differences between statutory rate and foreign effective tax rate
|
|
(135,178
|
)
|
|
(129,063
|
)
|
|
(91,262
|
)
|
|||
Change in deferred tax asset valuation allowance
|
|
(493
|
)
|
|
1,408
|
|
|
2,759
|
|
|||
Stock-based compensation (net of tax deduction)
|
|
3,983
|
|
|
4,181
|
|
|
6,085
|
|
|||
Resolution of U.S. income tax exams
|
|
—
|
|
|
(39,753
|
)
|
|
—
|
|
|||
Domestic manufacturing deduction benefit
|
|
(14,350
|
)
|
|
(14,630
|
)
|
|
(7,525
|
)
|
|||
U.S. tax benefits related to state income tax ruling
|
|
(22,320
|
)
|
|
—
|
|
|
—
|
|
|||
Tax charge for licensing acquired company technology to foreign subsidiaries
|
|
31,298
|
|
|
—
|
|
|
161,701
|
|
|||
Other, net
|
|
(1,041
|
)
|
|
4,098
|
|
|
4,050
|
|
|||
Provision for income taxes
|
|
$
|
202,383
|
|
|
$
|
168,471
|
|
|
$
|
315,012
|
|
|
|
2011
|
|
2010
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Acquired technology
|
|
$
|
794
|
|
|
$
|
3,774
|
|
Reserves and accruals
|
|
95,077
|
|
|
72,395
|
|
||
Deferred revenue
|
|
11,999
|
|
|
17,114
|
|
||
Unrealized losses on investments
|
|
16,483
|
|
|
6,263
|
|
||
Stock-based compensation
|
|
92,817
|
|
|
73,985
|
|
||
Net operating loss of acquired companies
|
|
13,481
|
|
|
24,284
|
|
||
Credit carryforwards
|
|
24,771
|
|
|
8,629
|
|
||
Capitalized expenses
|
|
—
|
|
|
9,188
|
|
||
Other
|
|
6,298
|
|
|
12,889
|
|
||
Total gross deferred tax assets
|
|
261,720
|
|
|
228,521
|
|
||
Deferred tax asset valuation allowance
|
|
(5,198
|
)
|
|
(5,691
|
)
|
||
Total deferred tax assets
|
|
256,522
|
|
|
222,830
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(74,048
|
)
|
|
(38,524
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
|
(125,173
|
)
|
|
(55,841
|
)
|
||
Acquired intangible assets
|
|
(146,940
|
)
|
|
(148,316
|
)
|
||
Total deferred tax liabilities
|
|
(346,161
|
)
|
|
(242,681
|
)
|
||
Net deferred tax (liabilities) assets
|
|
$
|
(89,639
|
)
|
|
$
|
(19,851
|
)
|
|
|
2011
|
|
2010
|
||||
Beginning balance
|
|
$
|
156,925
|
|
|
$
|
218,040
|
|
Gross increases in unrecognized tax benefits – prior year tax positions
|
|
11,901
|
|
|
9,580
|
|
||
Gross decreases in unrecognized tax benefits – prior year tax positions
|
|
(4,154
|
)
|
|
(7,104
|
)
|
||
Gross increases in unrecognized tax benefits – current year tax positions
|
|
32,420
|
|
|
15,108
|
|
||
Settlements with taxing authorities
|
|
(29,101
|
)
|
|
(70,484
|
)
|
||
Lapse of statute of limitations
|
|
(3,825
|
)
|
|
(7,896
|
)
|
||
Foreign exchange gains and losses
|
|
(559
|
)
|
|
(319
|
)
|
||
Ending balance
|
|
$
|
163,607
|
|
|
$
|
156,925
|
|
|
December 3,
2010 |
|
Costs
Incurred
|
|
Cash
Payments
|
|
Other
Adjustments
|
|
December 2,
2011 |
||||||||||
Fiscal 2011 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Termination benefits
|
$
|
—
|
|
|
$
|
78,624
|
|
|
$
|
(6,045
|
)
|
|
$
|
238
|
|
|
$
|
72,817
|
|
Cost of closing redundant facilities
|
—
|
|
|
3,263
|
|
|
(268
|
)
|
|
—
|
|
|
2,995
|
|
|||||
Fiscal 2009 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Termination benefits
|
1,573
|
|
|
—
|
|
|
(387
|
)
|
|
(123
|
)
|
|
1,063
|
|
|||||
Cost of closing redundant facilities
|
7,302
|
|
|
3,673
|
|
|
(2,001
|
)
|
|
(1,702
|
)
|
|
7,272
|
|
|||||
Omniture Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Termination benefits
|
486
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
485
|
|
|||||
Cost of closing redundant facilities
|
2,720
|
|
|
—
|
|
|
(1,883
|
)
|
|
649
|
|
|
1,486
|
|
|||||
Contract termination
|
179
|
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|||||
Fiscal 2008 Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Termination benefits
|
300
|
|
|
—
|
|
|
(164
|
)
|
|
(136
|
)
|
|
—
|
|
|||||
Cost of closing redundant facilities
|
2,149
|
|
|
—
|
|
|
(620
|
)
|
|
647
|
|
|
2,176
|
|
|||||
Macromedia Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of closing redundant facilities
|
1,658
|
|
|
—
|
|
|
(1,573
|
)
|
|
—
|
|
|
85
|
|
|||||
Other
|
6
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||||
Total restructuring plans
|
$
|
16,373
|
|
|
$
|
85,560
|
|
|
$
|
(13,126
|
)
|
|
$
|
(428
|
)
|
|
$
|
88,379
|
|
|
Fiscal Years
|
||||
|
2011
|
|
2010
|
|
2009
|
Expected life (in years)
|
3.8 - 4.2
|
|
3.8 - 5.1
|
|
3.0- 4.1
|
Volatility
|
30 - 41%
|
|
29 - 36%
|
|
34 - 57%
|
Risk free interest rate
|
0.64 - 1.92%
|
|
1.04 - 2.66%
|
|
1.16 - 2.24%
|
|
Fiscal Years
|
||||
|
2011
|
|
2010
|
|
2009
|
Expected life (in years)
|
0.5 - 2.0
|
|
0.5 - 2.0
|
|
0.5 - 2.0
|
Volatility
|
30 - 34%
|
|
32 - 40%
|
|
40 - 57%
|
Risk free interest rate
|
0.10 - 0.61%
|
|
0.18 - 1.09%
|
|
0.27 - 1.05%
|
|
Outstanding Options
|
|||||
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|||
November 28, 2008
|
40,704
|
|
|
$
|
29.67
|
|
Granted
|
5,758
|
|
|
$
|
22.90
|
|
Exercised
|
(7,560
|
)
|
|
$
|
17.15
|
|
Cancelled
|
(3,160
|
)
|
|
$
|
33.57
|
|
Increase due to acquisition
|
5,509
|
|
|
$
|
20.15
|
|
November 27, 2009
|
41,251
|
|
|
$
|
29.45
|
|
Granted
|
3,198
|
|
|
$
|
34.03
|
|
Exercised
|
(5,196
|
)
|
|
$
|
20.48
|
|
Cancelled
|
(2,908
|
)
|
|
$
|
33.94
|
|
Increase due to acquisition
|
730
|
|
|
$
|
8.24
|
|
December 3, 2010
|
37,075
|
|
|
$
|
30.33
|
|
Granted
|
4,507
|
|
|
$
|
33.60
|
|
Exercised
|
(4,987
|
)
|
|
$
|
21.02
|
|
Cancelled
|
(2,268
|
)
|
|
$
|
33.85
|
|
Increase due to acquisition
|
475
|
|
|
$
|
2.25
|
|
December 2, 2011
|
34,802
|
|
|
$
|
31.47
|
|
|
Number of
Shares
(thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
(*)
(millions)
|
|||||
2011
|
|
|
|
|
|
|
|
|||||
Options outstanding
|
34,802
|
|
|
$
|
31.47
|
|
|
3.24
|
|
$
|
68.0
|
|
Options vested and expected to vest
|
33,856
|
|
|
$
|
31.52
|
|
|
3.17
|
|
$
|
65.6
|
|
Options exercisable
|
26,622
|
|
|
$
|
32.31
|
|
|
2.56
|
|
$
|
42.1
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
||
Options outstanding
|
37,075
|
|
|
$
|
30.33
|
|
|
3.62
|
|
$
|
116.3
|
|
Options vested and expected to vest
|
35,961
|
|
|
$
|
30.42
|
|
|
3.56
|
|
$
|
111.0
|
|
Options exercisable
|
27,763
|
|
|
$
|
31.17
|
|
|
3.06
|
|
$
|
72.7
|
|
2009
|
|
|
|
|
|
|
|
|||||
Options outstanding
|
41,251
|
|
|
$
|
29.45
|
|
|
4.33
|
|
$
|
295.8
|
|
Options vested and expected to vest
|
39,322
|
|
|
$
|
29.54
|
|
|
4.24
|
|
$
|
279.1
|
|
Options exercisable
|
26,677
|
|
|
$
|
29.85
|
|
|
3.54
|
|
$
|
181.7
|
|
(*)
|
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
December 2, 2011
,
December 3, 2010
and
November 27, 2009
were
$27.11
,
$29.14
and
$35.38
, respectively.
|
|
2011
|
|
2010
|
|
2009
|
|||
Beginning outstanding balance
|
13,890
|
|
|
10,433
|
|
|
4,261
|
|
Awarded
|
8,180
|
|
|
7,340
|
|
|
6,176
|
|
Released
|
(3,819
|
)
|
|
(2,589
|
)
|
|
(1,162
|
)
|
Forfeited
|
(1,587
|
)
|
|
(1,294
|
)
|
|
(401
|
)
|
Increase due to acquisition
|
207
|
|
|
—
|
|
|
1,559
|
|
Ending outstanding balance
|
16,871
|
|
|
13,890
|
|
|
10,433
|
|
|
Number of
Shares
(thousands)
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
(*)
(millions)
|
|||
2011
|
|
|
|
|
|
|||
Restricted stock units outstanding
|
16,871
|
|
|
1.35
|
|
$
|
457.4
|
|
Restricted stock units vested and expected to vest
|
14,931
|
|
|
1.25
|
|
$
|
404.3
|
|
2010
|
|
|
|
|
|
|
|
|
Restricted stock units outstanding
|
13,890
|
|
|
1.54
|
|
$
|
404.8
|
|
Restricted stock units vested and expected to vest
|
11,185
|
|
|
1.38
|
|
$
|
325.7
|
|
2009
|
|
|
|
|
|
|||
Restricted stock units outstanding
|
10,433
|
|
|
1.82
|
|
$
|
369.1
|
|
Restricted stock units vested and expected to vest
|
8,078
|
|
|
1.63
|
|
$
|
285.7
|
|
(*)
|
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
December 2, 2011
,
December 3, 2010
and
November 27, 2009
were
$27.11
,
$29.14
and
$35.38
, respectively.
|
|
Shares
Granted
|
|
Maximum
Shares Eligible
to Receive
|
||
Beginning outstanding balance
|
—
|
|
|
—
|
|
Awarded
|
425
|
|
|
638
|
|
Forfeited
|
(47
|
)
|
|
(71
|
)
|
Ending outstanding balance
|
378
|
|
|
567
|
|
|
2011
|
|
2010
|
||
Beginning outstanding balance
|
557
|
|
|
950
|
|
Achieved
|
337
|
|
|
—
|
|
Released
|
(436
|
)
|
|
(350
|
)
|
Forfeited
|
(53
|
)
|
|
(43
|
)
|
Ending outstanding balance
|
405
|
|
|
557
|
|
|
Number of
Shares
(thousands)
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
(*)
(millions)
|
|||
2011
|
|
|
|
|
|
|||
Performance shares outstanding
|
405
|
|
|
0.41
|
|
$
|
11.0
|
|
Performance shares vested and expected to vest
|
390
|
|
|
0.39
|
|
$
|
10.4
|
|
2010
|
|
|
|
|
|
|
|
|
Performance shares units outstanding
|
557
|
|
|
0.58
|
|
$
|
16.2
|
|
Performance shares vested and expected to vest
|
514
|
|
|
0.53
|
|
$
|
14.8
|
|
2009
|
|
|
|
|
|
|||
Performance shares units outstanding
|
950
|
|
|
1.05
|
|
$
|
33.6
|
|
Performance shares vested and expected to vest
|
818
|
|
|
0.97
|
|
$
|
28.8
|
|
(*)
|
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
December 2, 2011
,
December 3, 2010
and
November 27, 2009
were
$27.11
,
$29.14
and
$35.38
, respectively.
|
|
2011
|
|
2010
|
|
2009
|
||||||
Options granted to existing directors
|
85
|
|
|
18
|
|
|
175
|
|
|||
Exercise price
|
$
|
33.23
|
|
|
$
|
33.82
|
|
|
$
|
23.28
|
|
|
2011
|
|
2010
|
|
2009
|
|||
Restricted stock units granted to existing directors
|
28
|
|
|
48
|
|
|
27
|
|
Restricted stock units granted to new directors
|
—
|
|
|
—
|
|
|
20
|
|
|
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
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2011
|
$
|
936
|
|
|
$
|
4,716
|
|
|
$
|
28,132
|
|
|
$
|
31,754
|
|
|
$
|
20,605
|
|
|
$
|
86,143
|
|
2010
|
$
|
1,265
|
|
|
$
|
1,251
|
|
|
$
|
37,221
|
|
|
$
|
40,983
|
|
|
$
|
21,111
|
|
|
$
|
101,831
|
|
2009
|
$
|
—
|
|
|
$
|
1,906
|
|
|
$
|
45,535
|
|
|
$
|
38,790
|
|
|
$
|
24,595
|
|
|
$
|
110,826
|
|
Restricted Stock and Performance
Share Awards
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2011
|
$
|
1,521
|
|
|
$
|
8,607
|
|
|
$
|
79,427
|
|
|
$
|
68,485
|
|
|
$
|
41,920
|
|
|
$
|
199,960
|
|
2010
|
$
|
1,422
|
|
|
$
|
1,065
|
|
|
$
|
51,387
|
|
|
$
|
52,253
|
|
|
$
|
23,128
|
|
|
$
|
129,255
|
|
2009
|
$
|
—
|
|
|
$
|
639
|
|
|
$
|
27,931
|
|
|
$
|
19,818
|
|
|
$
|
9,274
|
|
|
$
|
57,662
|
|
(1)
|
During fiscal
2011
,
2010
and
2009
, we recorded tax benefits of
$62.8 million
,
$50.3 million
and
$33.0 million
, respectively.
|
(2)
|
During fiscal
2009
, we recorded
$0.9 million
associated with cash recoveries of fringe benefit tax from employees in India.
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Net income
|
|
$
|
832,847
|
|
|
$
|
774,680
|
|
|
$
|
386,508
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
|
||||||
Unrealized gains (losses) on available-for-sale securities
|
|
(1,795
|
)
|
|
(1,211
|
)
|
|
6,661
|
|
|||
Reclassification adjustment for gains on available-for-sale
securities recognized during the period
|
|
(1,834
|
)
|
|
(2,959
|
)
|
|
(8,752
|
)
|
|||
Subtotal available-for-sale securities
|
|
(3,629
|
)
|
|
(4,170
|
)
|
|
(2,091
|
)
|
|||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Unrealized gains on derivative instruments
|
|
16,952
|
|
|
20,325
|
|
|
(14,618
|
)
|
|||
Reclassification adjustment for gains on derivative
instruments recognized during the period
|
|
(3,749
|
)
|
|
(20,169
|
)
|
|
(27,138
|
)
|
|||
Subtotal derivatives designated as hedging
instruments
|
|
13,203
|
|
|
156
|
|
|
(41,756
|
)
|
|||
Foreign currency translation adjustments
|
|
2,948
|
|
|
(3,004
|
)
|
|
11,071
|
|
|||
Other comprehensive income (loss)
|
|
12,522
|
|
|
(7,018
|
)
|
|
(32,776
|
)
|
|||
Total comprehensive income, net of taxes
|
|
$
|
845,369
|
|
|
$
|
767,662
|
|
|
$
|
353,732
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Available-for-sale securities
|
|
$
|
700
|
|
|
$
|
495
|
|
|
$
|
931
|
|
Foreign currency translation adjustments
|
|
$
|
2,483
|
|
|
$
|
275
|
|
|
$
|
1,411
|
|
|
2011
|
|
2010
|
||||
Net unrealized gains on available-for-sale securities:
|
|
|
|
||||
Unrealized gains on available-for-sale securities
|
$
|
10,810
|
|
|
$
|
12,138
|
|
Unrealized losses on available-for-sale securities
|
(4,794
|
)
|
|
(2,493
|
)
|
||
Total net unrealized gains on available-for-sale securities
|
6,016
|
|
|
9,645
|
|
||
Net unrealized gains on derivative instruments designated as hedging instruments
|
13,354
|
|
|
151
|
|
||
Cumulative foreign currency translation adjustments
|
10,580
|
|
|
7,632
|
|
||
Total accumulated other comprehensive income, net of taxes
|
$
|
29,950
|
|
|
$
|
17,428
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Beginning balance
|
|
$
|
7,632
|
|
|
$
|
10,640
|
|
|
$
|
(431
|
)
|
Foreign currency translation adjustments
|
|
5,156
|
|
|
(4,144
|
)
|
|
17,343
|
|
|||
Income tax effect relating to translation adjustments for
undistributed foreign earnings
|
|
(2,208
|
)
|
|
1,136
|
|
|
(6,272
|
)
|
|||
Ending balance
|
|
$
|
10,580
|
|
|
$
|
7,632
|
|
|
$
|
10,640
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Net income
|
|
$
|
832,847
|
|
|
$
|
774,680
|
|
|
$
|
386,508
|
|
Shares used to compute basic net income per share
|
|
497,469
|
|
|
519,045
|
|
|
524,470
|
|
|||
Dilutive potential common shares:
|
|
|
|
|
|
|
||||||
Unvested restricted stock and performance share awards
|
|
4,214
|
|
|
3,170
|
|
|
2,130
|
|
|||
Stock options
|
|
2,238
|
|
|
3,609
|
|
|
4,010
|
|
|||
Shares used to compute diluted net income per share
|
|
503,921
|
|
|
525,824
|
|
|
530,610
|
|
|||
Basic net income per share
|
|
$
|
1.67
|
|
|
$
|
1.49
|
|
|
$
|
0.74
|
|
Diluted net income per share
|
|
$
|
1.65
|
|
|
$
|
1.47
|
|
|
$
|
0.73
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Rent expense
|
|
$
|
111,574
|
|
|
$
|
109,114
|
|
|
$
|
93,921
|
|
Less: sublease income
|
|
3,211
|
|
|
3,929
|
|
|
5,563
|
|
|||
Net rent expense
|
|
$
|
108,363
|
|
|
$
|
105,185
|
|
|
$
|
88,358
|
|
|
|
|
|
|
Operating Leases
|
|
Capital Leases
|
||||||||||
Fiscal Year
|
|
|
Purchase
Obligations
|
|
Future
Minimum
Lease
Payments
|
|
Future
Minimum
Sublease
Income
|
|
Future
Minimum
Lease
Payments
|
||||||||
2012
|
|
$
|
267,340
|
|
|
$
|
58,706
|
|
|
$
|
1,862
|
|
|
$
|
9,925
|
|
|
2013
|
|
9,407
|
|
|
42,822
|
|
|
1,062
|
|
|
9,925
|
|
|||||
2014
|
|
2,175
|
|
|
29,262
|
|
|
415
|
|
|
827
|
|
|||||
2015
|
|
1,500
|
|
|
24,019
|
|
|
431
|
|
|
—
|
|
|||||
2016
|
|
2,731
|
|
|
20,713
|
|
|
429
|
|
|
—
|
|
|||||
Thereafter
|
|
13,000
|
|
|
81,481
|
|
|
1,578
|
|
|
—
|
|
|||||
Total
|
|
$
|
296,153
|
|
|
$
|
257,003
|
|
|
$
|
5,777
|
|
|
$
|
20,677
|
|
|
Less: interest
|
|
|
|
|
|
|
|
|
|
|
(996
|
)
|
|||||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
19,681
|
|
|
2011
|
|
2010
|
||||
Notes
|
$
|
1,494,627
|
|
|
$
|
1,493,969
|
|
Capital lease obligations
|
19,681
|
|
|
28,492
|
|
||
Total debt and capital lease obligations
|
1,514,308
|
|
|
1,522,461
|
|
||
Less: current portion
|
9,212
|
|
|
8,799
|
|
||
Debt and capital lease obligations
|
$
|
1,505,096
|
|
|
$
|
1,513,662
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Interest and other income (expense), net:
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
24,506
|
|
|
$
|
21,923
|
|
|
$
|
34,978
|
|
Foreign exchange gains (losses)
|
|
(30,226
|
)
|
|
(12,948
|
)
|
|
(13,420
|
)
|
|||
Realized gains on fixed income investment
|
|
2,012
|
|
|
2,953
|
|
|
8,753
|
|
|||
Realized losses on fixed income investment
|
|
(178
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Other
|
|
912
|
|
|
1,211
|
|
|
1,070
|
|
|||
Interest and other income (expense), net
|
|
$
|
(2,974
|
)
|
|
$
|
13,139
|
|
|
$
|
31,380
|
|
Interest expense
|
|
$
|
(66,952
|
)
|
|
$
|
(56,952
|
)
|
|
$
|
(3,407
|
)
|
Investment gains (losses), net:
|
|
|
|
|
|
|
|
|||||
Realized investment gains
|
|
$
|
7,159
|
|
|
$
|
9,819
|
|
|
$
|
52
|
|
Unrealized investment gains
|
|
—
|
|
|
1,008
|
|
|
10,826
|
|
|||
Realized investment losses
|
|
(850
|
)
|
|
(9,619
|
)
|
|
(9,019
|
)
|
|||
Unrealized investment losses
|
|
(452
|
)
|
|
(7,318
|
)
|
|
(18,825
|
)
|
|||
Investment gains (losses), net
|
|
$
|
5,857
|
|
|
$
|
(6,110
|
)
|
|
$
|
(16,966
|
)
|
Total non-operating income (expense), net
|
|
$
|
(64,069
|
)
|
|
$
|
(49,923
|
)
|
|
$
|
11,007
|
|
•
|
Creative and Interactive Solutions—
Our Creative and Interactive Solutions segment focuses on delivering a complete professional line of integrated tools for a full range of design and publishing and developer tasks to an extended set of customers.
|
•
|
Digital Media Solutions—
Our Digital Media Solutions segment contains our professional imaging and video products and focuses on many of the same creative professional customers as our Creative and Interactive Solutions business.
|
•
|
Knowledge Worker—
Our Knowledge Worker segment focuses on the needs of knowledge worker customers, providing essential applications and services to help them share information and collaborate. This segment contains our Acrobat family of products and our on-demand, web-based, electronic signature solutions resulting from our acquisition of EchoSign.
|
•
|
Enterprise—
Our Enterprise segment provides server-based Customer Experience Management Solutions to enterprise and government customers to optimize their information intensive customer-facing processes and improve the overall customer experience of their constituents. This segment contains our Adobe Connect, Day and LiveCycle lines of products.
|
•
|
Omniture—
Our Omniture segment provides web analytics and online business optimization products and services to manage and enhance online, offline and multi-channel marketing initiatives.
|
•
|
Print and Publishing—
Our Print and Publishing segment addresses market opportunities ranging from the diverse publishing needs of technical and business publishing to our legacy type and OEM printing businesses.
|
(in thousands)
|
Creative and Interactive
Solutions
|
|
Digital
Media
Solutions
|
|
Knowledge
Worker
|
|
Enterprise
|
|
Omniture
|
|
Print and
Publishing
|
|
Total
|
||||||||||||||
Fiscal 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,713,198
|
|
|
$
|
625,836
|
|
|
$
|
740,158
|
|
|
$
|
442,691
|
|
|
$
|
476,055
|
|
|
$
|
218,320
|
|
|
$
|
4,216,258
|
|
Cost of revenue
|
63,380
|
|
|
43,666
|
|
|
22,386
|
|
|
109,579
|
|
|
191,540
|
|
|
7,322
|
|
|
437,873
|
|
|||||||
Gross profit
|
$
|
1,649,818
|
|
|
$
|
582,170
|
|
|
$
|
717,772
|
|
|
$
|
333,112
|
|
|
$
|
284,515
|
|
|
$
|
210,998
|
|
|
$
|
3,778,385
|
|
Gross profit as a percentage
of revenue
|
96
|
%
|
|
93
|
%
|
|
97
|
%
|
|
75
|
%
|
|
60
|
%
|
|
97
|
%
|
|
90
|
%
|
|||||||
Fiscal 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,577,609
|
|
|
$
|
593,466
|
|
|
$
|
654,327
|
|
|
$
|
351,661
|
|
|
$
|
396,710
|
|
|
$
|
226,227
|
|
|
$
|
3,800,000
|
|
Cost of revenue
|
67,182
|
|
|
48,011
|
|
|
20,266
|
|
|
62,190
|
|
|
192,554
|
|
|
13,299
|
|
|
403,502
|
|
|||||||
Gross profit
|
$
|
1,510,427
|
|
|
$
|
545,455
|
|
|
$
|
634,061
|
|
|
$
|
289,471
|
|
|
$
|
204,156
|
|
|
$
|
212,928
|
|
|
$
|
3,396,498
|
|
Gross profit as a percentage
of revenue
|
96
|
%
|
|
92
|
%
|
|
97
|
%
|
|
82
|
%
|
|
51
|
%
|
|
94
|
%
|
|
89
|
%
|
|||||||
Fiscal 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,331,604
|
|
|
$
|
494,603
|
|
|
$
|
557,595
|
|
|
$
|
297,883
|
|
|
$
|
56,457
|
|
|
$
|
207,711
|
|
|
$
|
2,945,853
|
|
Cost of revenue
|
105,934
|
|
|
47,463
|
|
|
23,464
|
|
|
64,738
|
|
|
29,988
|
|
|
25,145
|
|
|
296,732
|
|
|||||||
Gross profit
|
$
|
1,225,670
|
|
|
$
|
447,140
|
|
|
$
|
534,131
|
|
|
$
|
233,145
|
|
|
$
|
26,469
|
|
|
$
|
182,566
|
|
|
$
|
2,649,121
|
|
Gross profit as a percentage
of revenue
|
92
|
%
|
|
90
|
%
|
|
96
|
%
|
|
78
|
%
|
|
47
|
%
|
|
88
|
%
|
|
90
|
%
|
Revenue
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Americas:
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
1,823,205
|
|
|
$
|
1,641,985
|
|
|
$
|
1,244,631
|
|
|
Other
|
|
221,399
|
|
|
193,309
|
|
|
137,940
|
|
||||
Total Americas
|
|
2,044,604
|
|
|
1,835,294
|
|
|
1,382,571
|
|
||||
EMEA
|
|
1,317,417
|
|
|
1,191,946
|
|
|
928,857
|
|
||||
Asia:
|
|
|
|
|
|
|
|||||||
Japan
|
|
517,378
|
|
|
477,462
|
|
|
410,055
|
|
||||
Other
|
|
336,859
|
|
|
295,298
|
|
|
224,370
|
|
||||
Total Asia
|
|
854,237
|
|
|
772,760
|
|
|
634,425
|
|
||||
Revenue
|
|
$
|
4,216,258
|
|
|
$
|
3,800,000
|
|
|
$
|
2,945,853
|
|
Property and Equipment
|
|
|
2011
|
|
2010
|
||||
Americas:
|
|
|
|
|
|||||
United States
|
|
$
|
437,701
|
|
|
$
|
388,863
|
|
|
Other
|
|
1,926
|
|
|
3,369
|
|
|||
Total Americas
|
|
439,627
|
|
|
392,232
|
|
|||
EMEA
|
|
53,474
|
|
|
35,263
|
|
|||
Asia:
|
|
|
|
|
|||||
India
|
|
18,955
|
|
|
13,468
|
|
|||
Other
|
|
15,772
|
|
|
7,918
|
|
|||
Total Asia
|
|
34,727
|
|
|
21,386
|
|
|||
Property and equipment, net
|
|
$
|
527,828
|
|
|
$
|
448,881
|
|
|
|
2011
|
|
2010
|
|
2009
|
|||
Ingram Micro
|
|
14
|
%
|
|
15
|
%
|
|
15
|
%
|
|
|
2011
|
|
2010
|
||
Ingram Micro
|
|
14
|
%
|
|
14
|
%
|
|
|
2011
|
||||||||||||||
(in thousands, except per share data)
|
|
Quarter Ended
|
||||||||||||||
|
|
March 4
|
|
June 3
|
|
September 2
|
|
December 2
|
||||||||
Revenue
|
|
$
|
1,027,706
|
|
|
$
|
1,023,179
|
|
|
$
|
1,013,212
|
|
|
$
|
1,152,161
|
|
Gross profit
|
|
$
|
920,067
|
|
|
$
|
913,978
|
|
|
$
|
908,558
|
|
|
$
|
1,035,782
|
|
Income before income taxes
|
|
$
|
286,087
|
|
|
$
|
259,244
|
|
|
$
|
256,719
|
|
|
$
|
233,180
|
|
Net income
|
|
$
|
234,591
|
|
|
$
|
229,436
|
|
|
$
|
195,101
|
|
|
$
|
173,719
|
|
Basic net income per share
|
|
$
|
0.47
|
|
|
$
|
0.46
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
Diluted net income per share
|
|
$
|
0.46
|
|
|
$
|
0.45
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
|
2010
|
||||||||||||||
(in thousands, except per share data)
|
|
Quarter Ended
|
||||||||||||||
|
|
March 5
|
|
June 4
|
|
September 3
|
|
December 3
|
||||||||
Revenue
|
|
$
|
858,700
|
|
|
$
|
943,035
|
|
|
$
|
990,319
|
|
|
$
|
1,007,946
|
|
Gross profit
|
|
$
|
769,332
|
|
|
$
|
835,202
|
|
|
$
|
891,235
|
|
|
$
|
900,729
|
|
Income before income taxes
|
|
$
|
166,215
|
|
|
$
|
194,173
|
|
|
$
|
296,752
|
|
|
$
|
286,011
|
|
Net income
|
|
$
|
127,154
|
|
|
$
|
148,611
|
|
|
$
|
230,065
|
|
|
$
|
268,850
|
|
Basic net income per share
|
|
$
|
0.24
|
|
|
$
|
0.28
|
|
|
$
|
0.44
|
|
|
$
|
0.53
|
|
Diluted net income per share
|
|
$
|
0.24
|
|
|
$
|
0.28
|
|
|
$
|
0.44
|
|
|
$
|
0.53
|
|
2.
|
Exhibits. The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this Form 10-K.
|
|
ADOBE SYSTEMS INCORPORATED
|
|
|
|
|
|
By:
|
/s/ MARK GARRETT
|
|
|
Mark Garrett
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOHN E. WARNOCK
|
|
|
|
January 26, 2012
|
John E. Warnock
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
|
|
/s/ CHARLES M. GESCHKE
|
|
|
|
January 26, 2012
|
Charles M. Geschke
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
|
|
/s/ SHATANU NARAYEN
|
|
|
|
January 26, 2012
|
Shantanu Narayen
|
|
Director, President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ MARK GARRETT
|
|
|
|
January 26, 2012
|
Mark Garrett
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ RICHARD T. ROWLEY
|
|
|
|
January 26, 2012
|
Richard T. Rowley
|
|
Vice President, Corporate Controller and Principal Accounting Officer
|
|
|
|
|
|
|
|
/s/ EDWARD W. BARNHOLT
|
|
|
|
January 26, 2012
|
Edward W. Barnholt
|
|
Director
|
|
|
|
|
|
|
|
/s/ ROBERT K. BURGESS
|
|
|
|
January 26, 2012
|
Robert K. Burgess
|
|
Director
|
|
|
|
|
|
|
|
/s/ MICHAEL R. CANNON
|
|
|
|
January 26, 2012
|
Michael R. Cannon
|
|
Director
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JAMES E. DALEY
|
|
|
|
January 26, 2012
|
James E. Daley
|
|
Director
|
|
|
|
|
|
|
|
/s/ DANIEL L. ROSENSWEIG
|
|
|
|
January 26, 2012
|
Daniel L. Rosensweig
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Director
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/s/ ROBERT SEDGEWICK
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January 26, 2012
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Robert Sedgewick
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Director
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Incorporated by Reference**
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||||||
Exhibit
Number
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Exhibit Description
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Form
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Date
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Number
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Filed
Herewith
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3.1
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Restated Certificate of Incorporation of Adobe Systems Incorporated
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8-K
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4/26/11
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3.3
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3.2
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Amended and Restated Bylaws
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8-K
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4/26/11
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3.4
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4.1
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Specimen Common Stock Certificate
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S-3
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1/15/10
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4.3
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4.2
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Form of Indenture
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S-3
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1/15/10
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4.1
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4.3
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Forms of Global Note for Adobe Systems Incorporated’s 3.250% Notes due 2015 and 4.750% Notes due 2020, together with Form of Officer’s Certificate setting forth the terms of the Notes
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8-K
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1/26/10
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4.1
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10.1
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Amended 1994 Performance and Restricted Stock Plan*
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10-Q
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4/9/10
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10.1
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10.2
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Form of Restricted Stock Agreement used in connection with the Amended 1994 Performance and Restricted Stock Plan*
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10-K
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1/23/09
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10.3
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10.3
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1997 Employee Stock Purchase Plan, as amended*
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8-K
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4/26/11
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10.1
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10.4
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1996 Outside Directors Stock Option Plan, as amended*
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10-Q
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4/12/06
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10.6
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10.5
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Forms of Stock Option Agreements used in connection with the 1996 Outside Directors Stock Option Plan*
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S-8
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6/16/00
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4.8
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10.6
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2003 Equity Incentive Plan, as amended and restated*
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8-K
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4/20/10
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10.1
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10.7
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Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan*
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8-K
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12/20/10
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99.4
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10.8
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Form of Indemnity Agreement*
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10-Q
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6/26/09
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10.12
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10.9
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Forms of Retention Agreement*
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10-K
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11/28/97
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10.44
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10.10
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Second Amended and Restated Master Lease of Land and Improvements by and between SMBC Leasing and Finance, Inc. and Adobe Systems Incorporated
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10-Q
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10/7/04
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10.14
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10.11
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Lease between Adobe Systems Incorporated and Selco Service Corporation, dated March 26, 2007
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8-K
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3/28/07
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10.1
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Incorporated by Reference**
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||||||
Exhibit
Number
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Exhibit Description
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Form
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Date
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Number
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Filed
Herewith
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10.12
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Participation Agreement among Adobe Systems Incorporated, Selco Service Corporation, et al. dated March 26, 2007
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8-K
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3/28/07
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10.2
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10.13
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Form of Restricted Stock Unit Agreement used in connection with the Amended 1994 Performance and Restricted Stock Plan*
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X
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10.14
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Form of Restricted Stock Unit Agreement used in connection with the 2003 Equity Incentive Plan*
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X
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10.15
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Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan*
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10-Q
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10/7/04
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10.11
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10.16
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2005 Equity Incentive Assumption Plan, as amended*
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10-Q
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4/9/10
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10.19
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10.17
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Form of Stock Option Agreement used in connection with the 2005 Equity Incentive Assumption Plan*
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8-K
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12/20/10
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99.10
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10.18
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Allaire Corporation 1997 Stock Incentive Plan*
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S-8
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3/27/01
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4.06
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10.19
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Allaire Corporation 1998 Stock Incentive Plan*
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S-8
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3/27/01
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4.07
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10.20
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Allaire Corporation 2000 Stock Incentive Plan*
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S-8
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3/27/01
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4.08
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10.21
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Andromedia, Inc. 1999 Stock Plan*
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S-8
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12/7/99
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4.09
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10.22
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Blue Sky Software Corporation 1996 Stock Option Plan*
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S-8
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12/29/03
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4.07
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10.23
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Macromedia, Inc. 1999 Stock Option Plan*
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S-8
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8/17/00
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4.07
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10.24
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Macromedia, Inc. 1992 Equity Incentive Plan*
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10-Q
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8/3/01
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10.01
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10.25
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Macromedia, Inc. 2002 Equity Incentive Plan*
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S-8
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8/10/05
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4.08
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10.26
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Form of Macromedia, Inc. Stock Option Agreement*
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S-8
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8/10/05
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4.09
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10.27
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Form of Macromedia, Inc. Revised Non-Plan Stock Option Agreement*
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S-8
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11/23/04
|
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4.10
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10.28
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Form of Macromedia, Inc. Restricted Stock Purchase Agreement*
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10-Q
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2/8/05
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10.01
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10.29
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Adobe Systems Incorporated Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan*
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8-K
|
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1/29/10
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10.1
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Incorporated by Reference**
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||||||
Exhibit
Number
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Exhibit Description
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Form
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Date
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Number
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Filed
Herewith
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||
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10.30
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Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Systems Incorporated 2008 Performance Share Program pursuant to the 2003 Equity Incentive Plan*
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8-K
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1/30/08
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10.2
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10.31
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2008 Award Calculation Methodology Exhibit A to the 2008 Performance Share Program pursuant to the 2003 Equity Incentive Plan*
|
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8-K
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1/30/08
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10.3
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10.32
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Adobe Systems Incorporated Deferred Compensation Plan*
|
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10-K
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1/24/08
|
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10.52
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10.33
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Adobe Systems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*
|
|
8-K
|
|
1/30/07
|
|
10.3
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|
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10.34
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Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Systems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*
|
|
8-K
|
|
1/30/07
|
|
10.4
|
|
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10.35
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Adobe Systems Incorporated Executive Cash Bonus Plan*
|
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DEF 14A
|
|
2/24/06
|
|
Appendix B
|
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|
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|
|
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|
||
10.36
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|
|
Second Amendment to Retention Agreement between Adobe Systems Incorporated and Shantanu Narayen, effective as of
December 17, 2010*
|
|
10-K
|
|
1/27/11
|
|
10.40
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|
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10.37
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|
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Adobe Systems Incorporated Executive Severance Plan in the Event of a Change of Control*
|
|
10-K
|
|
1/27/11
|
|
10.41
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|
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10.38
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Employment offer letter between Adobe Systems Incorporated and Richard Rowley, dated October 30, 2006*
|
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8-K
|
|
11/16/06
|
|
10.1
|
|
|
|
|
|
|
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|
|
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|
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|
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10.39
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|
|
Employment offer letter between Adobe Systems Incorporated and Mark Garrett dated January 5, 2007*
|
|
8-K
|
|
1/26/07
|
|
10.1
|
|
|
|
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|
|
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10.40
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Credit Agreement, dated as of February 16, 2007, among Adobe Systems Incorporated and Certain Subsidiaries as Borrowers; BNP Paribas, Keybank National Association, and UBS Loan Finance LLC as Co-Documentation Agents; JPMorgan Chase Bank, N.A. as Syndication Agent; Bank of America, N.A. as Administrative Agent and Swing Line Lender; the Other Lenders Party Thereto; and Banc of America Securities LLC and J.P. Morgan Securities Inc. as Joint Lead Arrangers and Joint Book Managers
|
|
8-K
|
|
8/16/07
|
|
10.1
|
|
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|
|
Incorporated by Reference**
|
|
|
||||||
Exhibit
Number
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|
Exhibit Description
|
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Form
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|
Date
|
|
Number
|
|
Filed
Herewith
|
||
|
|
|
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|
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||
10.41
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Amendment to Credit Agreement, dated as of August 13, 2007, among Adobe Systems Incorporated, as Borrower; each Lender from time to time party to the Credit Agreement; and Bank of America, N.A. as Administrative Agent
|
|
8-K
|
|
8/16/07
|
|
10.2
|
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10.42
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Second Amendment to Credit Agreement, dated as of February 26, 2008, among Adobe Systems Incorporated, as Borrower; each Lender from time to time party to the Credit Agreement; and Bank of America, N.A. as Administrative Agent
|
|
8-K
|
|
2/29/08
|
|
10.1
|
|
|
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|
|
|
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||
10.43
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|
|
Purchase and Sale Agreement, by and between NP Normandy Overlook, LLC, as Seller and Adobe Systems Incorporated as Buyer, effective as of May 12, 2008
|
|
8-K
|
|
5/15/08
|
|
10.1
|
|
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|
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|
||
10.44
|
|
|
Form of Director Annual Grant Stock Option Agreement used in connection with the 2003 Equity Incentive Plan*
|
|
8-K
|
|
12/20/10
|
|
99.8
|
|
|
|
|
|
|
|
|
|
|
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|
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|
||
10.45
|
|
|
Form of Director Initial Grant Restricted Stock Unit Agreement in connection with the 2003 Equity Incentive Plan*
|
|
8-K
|
|
12/20/10
|
|
99.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.46
|
|
|
Form of Director Annual Grant Restricted Stock Unit Agreement in connection with the 2003 Equity Incentive Plan*
|
|
8-K
|
|
12/20/10
|
|
99.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.47
|
|
|
2009 Executive Annual Incentive Plan*
|
|
8-K
|
|
1/29/09
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.48
|
|
|
Omniture, Inc. 1999 Equity Incentive Plan, as amended (the “Omniture 1999 Plan”)*
|
|
S-1
|
|
4/4/06
|
|
10.2A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.49
|
|
|
Forms of Stock Option Agreement under the Omniture 1999 Plan*
|
|
S-1
|
|
4/4/06
|
|
10.2B
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
||
10.50
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.51
|
|
|
Omniture, Inc. 2006 Equity Incentive Plan and related forms*
|
|
10-Q
|
|
8/6/09
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.52
|
|
|
Omniture, Inc. 2007 Equity Incentive Plan and related forms*
|
|
10-K
|
|
2/27/09
|
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.53
|
|
|
Omniture, Inc. 2008 Equity Incentive Plan and related forms*
|
|
10-K
|
|
2/27/09
|
|
10.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.54
|
|
|
Visual Sciences, Inc. (formerly, WebSideStory, Inc.) Amended and Restated 2000 Equity Incentive Plan*
|
|
10-K
|
|
2/29/08
|
|
10.5
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
Incorporated by Reference**
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed
Herewith
|
||
|
|
|
|
|
|
|
|
|
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|
||
10.55
|
|
|
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
|
|
|
|
|
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|
|
|
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|
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|
||
10.56
|
|
|
Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the VS 2004 Plan*
|
|
10-K
|
|
2/29/08
|
|
10.6A
|
|
|
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|
|
|
||
10.57
|
|
|
Visual Sciences, Inc. (formerly, WebSideStory, Inc.) 2006 Employment Commencement Equity Incentive Award Plan and Form of Option Grant Agreement*
|
|
10-K
|
|
2/29/08
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.58
|
|
|
Avivo Corporation 1999 Equity Incentive Plan and Form of Option Grant Agreement*
|
|
10-K
|
|
2/29/08
|
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.59
|
|
|
The Touch Clarity Limited Enterprise Management Incentives Share Option Plan 2002*
|
|
S-8
|
|
3/16/07
|
|
99.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.60
|
|
|
Forms of Agreements under The Touch Clarity Limited Enterprise Management Incentives Share Option Plan 2002*
|
|
S-8
|
|
3/16/07
|
|
99.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.61
|
|
|
Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan*
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.62
|
|
|
2010 Performance Share Program Award Calculation Methodology pursuant to the 2003 Equity Incentive Plan*
|
|
8-K
|
|
1/29/10
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.63
|
|
|
Fiscal Year 2010 Executive Annual Incentive Plan*
|
|
8-K
|
|
1/29/10
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.64
|
|
|
Day Software Holding AG International Stock Option/Stock Issuance Plan*
|
|
S-8
|
|
11/1/10
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.65
|
|
|
Day Interactive Holding AG U.S. Stock Option/ Stock Issuance Plan*
|
|
S-8
|
|
11/1/10
|
|
99.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.66
|
|
|
Form of Restricted Stock Unit Award Agreement used in connection with the 2005 Equity Incentive Assumption Plan*
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.67
|
|
|
Description of 2011 Director Compensation*
|
|
10-K
|
|
1/27/11
|
|
10.73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.68
|
|
|
Demdex, Inc. 2008 Stock Plan*
|
|
S-8
|
|
1/27/11
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.69
|
|
|
Award Calculation Methodology to the 2011 Performance Share Program pursuant to the 2003 Equity Incentive Plan*
|
|
8-K
|
|
1/28/11
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference**
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed
Herewith
|
||
|
|
|
|
|
|
|
|
|
|
|
||
10.70
|
|
|
2011 Executive Cash Performance Bonus Plan*
|
|
8-K
|
|
1/28/11
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.71
|
|
|
2011 Executive Annual Incentive Plan*
|
|
8-K
|
|
1/28/11
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.72
|
|
|
EchoSign, Inc. 2005 Stock Plan, as amended*
|
|
S-8
|
|
7/29/11
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.73
|
|
|
TypeKit, Inc. 2009 Equity Incentive Plan, as amended*
|
|
S-8
|
|
10/7/11
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.74
|
|
|
Auditude, Inc. 2009 Equity Incentive Plan, as amended*
|
|
S-8
|
|
11/18/11
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.75
|
|
|
Auditude, Inc. Employee Stock Option Plan, as amended*
|
|
S-8
|
|
11/18/11
|
|
99.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.76
|
|
|
Description of 2012 Director Compensation*
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
12.1
|
|
|
Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
21
|
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm, KPMG LLP
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
24.1
|
|
|
Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
31.1
|
|
|
Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
||
31.2
|
|
|
Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
||
32.1
|
|
|
Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
32.2
|
|
|
Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
101.INS
|
|
XBRL Instance
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
101.LAB
|
|
|
XBRL Taxonomy Extension Labels
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference**
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed
Herewith
|
||
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
||
101.DEF
|
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
|
|
|
|
X
|
*
|
|
Compensatory plan or arrangement.
|
|
|
|
**
|
|
References to Exhibits 10.18 through 10.28 are to filings made by Macromedia, Inc. References to Exhibits 10.48 through 10.60 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.
|
Participant:
|
%%FIRST_NAME%-% %%LAST_NAME%-%
|
Date of Grant:
|
%%OPTION_DATE,'Month DD, YYYY'%-%
|
Vesting Commencement Date:
|
%%VEST_BASE_DATE,'Month DD, YYYY%-%
|
Number of Restricted Stock Units:
|
%%TOTAL_SHARES_GRANTED%-%
|
Payment for Stock:
|
Participant's services to the Company (to the greatest extent permitted by applicable law)
|
1.
|
NUMBER OF STOCK UNITS AND SHARES OF STOCK.
|
16.
|
MISCELLANEOUS.
|
Participant:
|
%%FIRST_NAME%-% %%LAST_NAME%-%
|
Date of Grant:
|
%%OPTION_DATE,'Month DD, YYYY'%-%
|
Vesting Commencement Date:
|
%%VEST_BASE_DATE,'Month DD, YYYY%-%
|
Number of Restricted Stock Units:
|
%%TOTAL_SHARES_GRANTED%-%
|
Payment for Stock:
|
Participant's services to the Company (to the greatest extent permitted by applicable law)
|
1.
|
NUMBER OF STOCK UNITS AND SHARES OF STOCK.
|
16.
|
MISCELLANEOUS.
|
Participant:
|
|
Date of Grant:
|
|
Vesting Commencement Date:
|
|
Number of Shares of Stock Subject to Target Award:
|
[ ] shares of Stock
|
Number of Shares of Stock Subject to Maximum Award:
|
[ ]% of number of shares of Stock subject to Target Award
|
Performance Period:
|
Company's Fiscal Year [ ]
|
Address:
|
345 Park Avenue
|
Participant:
|
%%FIRST_NAME%-% %%LAST_NAME%-%
|
Date of Grant:
|
%%OPTION_DATE,'Month DD, YYYY'%-%
|
Vesting Commencement Date:
|
%%VEST_BASE_DATE,'Month DD, YYYY%-%
|
Number of Restricted Stock Units:
|
%%TOTAL_SHARES_GRANTED%-%
|
Payment for Stock:
|
Participant's services to the Company (to the greatest extent permitted by applicable law)
|
By:________________________________
|
|
1.
|
NUMBER OF RESTRICTED UNITS AND SHARES OF STOCK.
|
16.
|
MISCELLANEOUS.
|
|
$60,000 annual fee
|
|
$50,000 annual fee for each Chair
|
•
|
A restricted stock unit award will be granted to each Director on the day he or she joins the Board of Directors and shall have an aggregate value of $450,000 (Note: Directors receiving an initial award will not be eligible to receive an annual award until the second Annual Meeting of Stockholders after joining the Board. Directors who first join the Board upon being elected at an Annual Meeting of Stockholders will receive an annual award at the next year's Annual Meeting, as their second Annual Meeting)
|
•
|
Target grant value converted to restricted stock units is based on the average stock price over the 30 calendar days ending on the day before the date of grant
|
•
|
The initial equity award will vest over a two-year period, 50% each year on the anniversary of the grant date
|
•
|
An annual equity award will be granted on the business day immediately following the date of our Annual Meeting of Stockholders and shall have an aggregate value of $240,000
|
•
|
Directors may elect to receive their annual equity award in the form of 100% stock options, 100% restricted stock units or 50% of each
|
•
|
Annual award elections must be made in accordance with the submission dates set by Company, but in no event may the election be made after the beginning of the fiscal year in which the equity grant will be made. If the Company does not timely receive an annual equity grant election from any Director the first time the Director is eligible to receive an annual equity grant, the equity award to that Director will automatically be granted in the form of 100% restricted stock units; for any annual equity grant after the first annual grant, if the Company does not timely receive an annual equity grant election from any Director, the equity award to that Director will
|
•
|
Target grant value converted to restricted stock units is based on the average stock price over the 30 calendar days ending on the day before the date of grant
|
•
|
Target grant value converted to stock options is based on 1:3 conversion of restricted stock units to stock options
|
•
|
If a Director elects the 50% split and the stock option conversion results in a partial stock option share, such partial stock option share shall not be granted (i.e., the grant will be rounded down to the nearest whole share); however, the number of restricted stock units granted shall in such case be increased by one, so that the number of restricted stock units granted to the Director shall be exactly half of the number of restricted stock units that would have been awarded had the Director chosen to receive 100% restricted stock units
|
•
|
All stock options will have a term of seven years
|
•
|
The annual equity award will vest 100% on the day immediately preceding the date of our next Annual Meetings of Stockholders
|
(in thousands, except ratios)
|
Year Ended
|
||||||||||||||||||
|
December 2, 2011
|
|
December 3, 2010
|
|
November 27, 2009
|
|
November 28, 2008
|
|
November 30, 2007
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before provision for
income taxes
|
$
|
1,035,230
|
|
|
$
|
943,151
|
|
|
$
|
701,520
|
|
|
$
|
1,078,508
|
|
|
$
|
947,190
|
|
Add: fix charges
|
94,511
|
|
|
82,953
|
|
|
29,395
|
|
|
41,108
|
|
|
27,838
|
|
|||||
Total earnings
|
$
|
1,129,741
|
|
|
$
|
1,026,104
|
|
|
$
|
730,915
|
|
|
$
|
1,119,616
|
|
|
$
|
975,028
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges
(*)
|
94,511
|
|
|
82,953
|
|
|
29,395
|
|
|
41,108
|
|
|
27,838
|
|
|||||
Ratio of earnings to fixed
charges
|
12.0
|
|
|
12.4
|
|
|
24.9
|
|
|
27.2
|
|
|
35.0
|
|
(*)
|
Fixed charges consist of interest charges, the amortization of debt issuance costs and an estimate of interest as a component of rental expense.
|
Subsidiary Legal Name
|
|
Jurisdiction of Incorporation/Formation
|
The Americas:
|
|
|
Adobe Colombia SAS
|
|
Colombia
|
Adobe Offermatica LLC
|
|
Delaware
|
Adobe Systems Brasil Limitada
|
|
Brazil
|
Adobe Systems Canada Inc.
|
|
Canada
|
Adobe Systems Federal LLC
|
|
Delaware
|
Adobe Systems Software Chile Limitada
|
|
Chile
|
Adobe Visual Sciences LLC
|
|
Delaware
|
Auditude, Inc.
|
|
Delaware
|
Context Optional, Inc.
|
|
Delaware
|
EchoSign, Inc.
|
|
Delaware
|
Efficient Frontier, Inc.
|
|
Delaware
|
Omniture LLC
|
|
Delaware
|
Typekit, Inc.
|
|
Delaware
|
Virtual Ubiquity, Inc.
|
|
Massachusetts
|
Visual Sciences Technologies, LLC
|
|
Delaware
|
Europe:
|
|
|
Adobe Research (Schweiz) AG
|
|
Switzerland
|
Adobe Software Trading Company Limited
|
|
Ireland
|
Adobe Systems Belgium BVBA
|
|
Belgium
|
Adobe Systems Benelux BV
|
|
The Netherlands
|
Adobe Systems Danmark ApS
|
|
Denmark
|
Adobe Systems Engineering GmbH
|
|
Federal Republic of Germany
|
Adobe Systems Europe Limited.
|
|
United Kingdom
|
Adobe Systems France SAS
|
|
France
|
Adobe Systems GmbH
|
|
Federal Republic of Germany
|
Adobe Systems (Schweiz) GmbH
|
|
Switzerland
|
Adobe Systems Iberica SL
|
|
Spain
|
Adobe Systems Istanbul Yazilim Ticaret Limited Sirketi
|
|
Turkey
|
Adobe Systems Italia SRL
|
|
Italy
|
Adobe Systems Nordic AB
|
|
Sweden
|
Adobe Systems Norge AS
|
|
Norway
|
Adobe Systems Romania SRL
|
|
Romania
|
Adobe Systems s.r.o.
|
|
Czech Republic
|
Adobe Systems Software Ireland Limited
|
|
Ireland
|
Auditude Limited
|
|
United Kingdom
|
Context Optional Europe Limited
|
|
United Kingdom
|
Day Software Holding AG
|
|
Switzerland
|
Day Software Limited
|
|
United Kingdom
|
Efficient Frontier Europe Limited
|
|
United Kingdom
|
Efficient Frontier France SARL
|
|
France
|
Subsidiary Legal Name
|
|
Jurisdiction of Incorporation/Formation
|
ICS “Adobe Systems” S.R.L
|
|
Republic of Moldova
|
Limited Liability Company Adobe Systems
|
|
Russia
|
Limited Liability Company “Adobe Systems Ukraine”
|
|
Ukraine
|
Omniture Limited
|
|
United Kingdom
|
YaWah ApS
|
|
Denmark
|
Africa:
|
|
|
Adobe Systems South Africa Proprietary Limited
|
|
South Africa
|
Asia:
|
|
|
Adobe Systems Co. Ltd.
|
|
Japan
|
Adobe Systems Hong Kong Limited
|
|
Hong Kong
|
Adobe Systems India Private Limited
|
|
India
|
Adobe Systems Korea Ltd.
|
|
Korea
|
Adobe Systems New Zealand Limited
|
|
New Zealand
|
Adobe Systems Pte. Ltd.
|
|
Singapore
|
Adobe Systems Pty. Ltd.
|
|
Australia
|
Adobe Systems Software (Beijing) Co. Ltd.
|
|
China
|
Business Catalyst Systems Pty Ltd.
|
|
Australia
|
Downstream Marketing Pty Ltd.
|
|
Australia
|
Efficient Frontier Holdings Pty Limited
|
|
Australia
|
Efficient Frontier Hong Kong Limited
|
|
Hong Kong
|
Efficient Frontier Technology India Private Limited
|
|
India
|
Macromedia South Asia Pte. Ltd.
|
|
Singapore
|
Middle East:
|
|
|
Adobe Middle East FZ-LLC
|
|
United Arab Emirates
|
Adobe Systems Israel Ltd.
|
|
Israel
|
(*)
|
As of January 26, 2012
|
1.
|
I have reviewed this report on Form 10-K of Adobe Systems Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: January 26, 2012
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/s/ SHANTANU NARAYEN
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Shantanu Narayen
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President and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-K of Adobe Systems Incorporated;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: January 26, 2012
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/s/ MARK GARRETT
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Mark Garrett
|
|
Executive Vice President and
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|
Chief Financial Officer
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(1)
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The Report, to which this certification is attached as Exhibit 32.1, fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Dated: January 26, 2012
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/s/ SHANTANU NARAYEN
|
|
Shantanu Narayen
|
|
President and Chief Executive Officer
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(1)
|
The Report, to which this certification is attached as Exhibit 32.2, fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Dated: January 26, 2012
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/s/ MARK GARRETT
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|
Mark Garrett
|
|
Executive Vice President and
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Chief Financial Officer
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