0000796343false00007963432022-09-152022-09-15


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 15, 2022 (September 15, 2022)

ADOBE INC.
(Exact name of Registrant as specified in its charter)
Delaware0-1517577-0019522
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

345 Park Avenue
San Jose, California 95110-2704
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.0001 par value per shareADBENASDAQ Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company      ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 2.02. Results of Operations and Financial Condition.
On September 15, 2022, Adobe Inc. (“Adobe”) issued a press release announcing financial results for its third quarter fiscal year 2022 ended September 2, 2022. A copy of this press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this report and the exhibit attached hereto are being furnished and shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
The attached press release includes non-GAAP adjusted or constant currency revenue growth rates, non-GAAP operating income, non-GAAP net income, non-GAAP diluted net income per share (earnings per share) and non-GAAP tax rate.
These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.
We use these non-GAAP financial measures in making operating decisions because we believe the measures provide meaningful supplemental information regarding our operational performance and give us a better understanding of how we should invest in research and development and fund infrastructure and go-to-market strategies. We use these measures to help us make budgeting decisions, for example, as between product development expenses and research and development, sales and marketing and general and administrative expenses and to facilitate our internal comparisons to our historical operating results. In addition, we believe these non-GAAP financial measures are useful because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. This allows institutional investors, the analyst community and others to better understand and evaluate our operating results and future prospects in the same manner as management and to compare operating results across accounting periods and to those of our peer companies.
We include adjusted or constant currency revenue growth rates to provide a framework for assessing how our underlying businesses have performed or are expected to perform on a year-over-year basis, excluding the effects of foreign currency rate fluctuations and the impact of our 52/53-week fiscal year, if applicable. Adjusted or constant currency revenue growth rates are calculated in constant currency by converting forecasted non-United States Dollar revenue using comparative period exchange rates and determining the change from prior period reported revenue, adjusted for any hedging effects.
In addition, we use non-GAAP financial measures which exclude:
A.     Stock-based and deferred compensation expenses. Stock-based compensation expense consists of charges for employee restricted stock units, performance shares and employee stock purchases in accordance with current GAAP including stock-based compensation expense associated with any unvested options and restricted stock units assumed in connection with our acquisitions. We believe that it is useful to investors to understand the impact of the application of accounting standards pertaining to stock-based compensation to our operational performance, liquidity and our ability to invest in research and development and fund acquisitions and capital expenditures. Deferred compensation expense consists of charges associated with movements in our deferred compensation plan liability. Although stock-based compensation and deferred compensation expenses constitute ongoing and recurring expenses, such expenses are excluded from non-GAAP results because they are not expenses that typically require current cash settlement by us and because such expenses are not used by us to assess the core profitability of our business operations. We further believe these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, excluding these items from various non-GAAP measures facilitates comparisons to our competitors’ operating results.
B.     Amortization of intangibles. We recognize amortization expense of intangibles in connection with our acquisitions. Intangibles include (i) purchased technology, (ii) trademarks, (iii) customer contracts and relationships, and (iv) other intangible assets. In accordance with GAAP, we amortize the fair value of the intangibles based on the pattern in which we expect the economic benefits of the intangibles will be consumed as revenue is generated. Although the intangibles generate revenue for us, we exclude this item because the expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance, liquidity and our ability to invest in research and development, fund acquisitions and capital expenditures. In addition, excluding this item from various non-GAAP measures facilitates our internal comparisons to our historical operating results and comparisons to our competitors’ operating results.
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C.     Investment gains and losses. We recognize investment gains and losses principally from realized gains or losses from the sale and exchange of marketable equity investments, other-than-temporary declines in the value of marketable and non-marketable equity securities, unrealized holding gains and losses associated with our deferred compensation plan assets, gains and losses on the sale of equity securities held indirectly through investment partnerships and gains and losses associated with the recording of equity or cost method investments to fair value upon obtaining control through a business combination, as required by GAAP. We do not actively trade publicly held securities nor do we rely on these securities positions for funding our ongoing operations. We exclude investment gains and losses on these equity securities because these items are unrelated to our ongoing business and operating results.
D.     Income tax adjustments. Our income tax expense is based on our GAAP taxable income and actual tax rates in effect, which can differ significantly from the non-GAAP tax rate applied to our non-GAAP financial results. In arriving at our non-GAAP tax rate, certain non-recurring and period-specific income tax adjustments, such as a one-time tax charge in connection with an acquisition, resolution of certain income tax audits and any significant financial impacts and certain indirect effects resulting from tax legislation or changes to our trading structure are made to help us assess the core profitability of our business operations. This non-GAAP tax rate could be subject to change for several reasons, including significant changes in our geographic earnings mix or fundamental tax law changes in major jurisdictions in which we operate. In addition, excluding this item from various non-GAAP measures facilitates our internal comparisons to our historical operating results.
E.     Income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes. Excluding the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and the effective tax rate related to our ongoing operations.
We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP and that these measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures and that is why we qualify the use of non-GAAP financial information in a statement when non-GAAP information is presented.

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberExhibit Description
99.1
104Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 ADOBE INC.
  
 By:/s/ DANIEL DURN
  Daniel Durn
  Executive Vice President and Chief Financial Officer

Date: September 15, 2022





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Exhibit 99.1
image.jpg
Investor Relations Contact
Jonathan Vaas
Adobe
ir@adobe.com
Public Relations Contact
Ashley Levine
Adobe
aslevine@adobe.com
FOR IMMEDIATE RELEASE
Adobe Reports Record Revenue in Q3 Fiscal 2022
Digital Media ARR Exceeds $13 Billion Exiting the Quarter; Adobe Announces Acquisition of Figma
SAN JOSE, Calif. – Sept. 15, 2022 – Adobe (Nasdaq:ADBE) today reported financial results for its third quarter fiscal year 2022 ended Sept. 2, 2022.
“Fueled by our groundbreaking technology, track record of creating and leading categories and consistent execution, Adobe delivered another record quarter,” said Shantanu Narayen, chairman and CEO, Adobe. “With the announcement of our intent to acquire Figma, we believe we have a unique opportunity to usher in a new era of collaborative creativity.”
“Adobe achieved record revenue and strong profitability in the quarter, demonstrating that our products are mission-critical to individuals, small businesses and the world’s largest enterprises,” said Dan Durn, executive vice president and CFO, Adobe. “Our operational rigor combined with our strong engine of innovation are driving growth across our platforms and will fuel future growth as the digital economy continues to expand.”
Third Quarter Fiscal Year 2022 Financial Highlights
Adobe achieved record revenue of $4.43 billion in its third quarter of fiscal year 2022, which represents 13 percent year-over-year growth or 15 percent in constant currency. Diluted earnings per share was $2.42 on a GAAP basis and $3.40 on a non-GAAP basis.
GAAP operating income in the third quarter was $1.48 billion, and non-GAAP operating income was $1.96 billion. GAAP net income was $1.14 billion, and non-GAAP net income was $1.60 billion.
Cash flows from operations were $1.70 billion.
Remaining Performance Obligations (“RPO”) exiting the quarter were $14.11 billion.
Adobe repurchased approximately 5.1 million shares during the quarter.
Third Quarter Fiscal Year 2022 Business Segment Highlights
Digital Media segment revenue was $3.23 billion, which represents 13 percent year-over-year growth or 16 percent in constant currency. Creative revenue grew to $2.63 billion, representing 11 percent year-over-year growth or 14 percent in constant currency. Document Cloud revenue was $607 million, representing 23 percent year-over-year growth or 25 percent in constant currency.
Net New Digital Media Annualized Recurring Revenue (“ARR”) was $449 million, exiting the quarter with Digital Media ARR of $13.40 billion. Creative ARR grew to $11.15 billion and Document Cloud ARR grew to $2.25 billion.
Digital Experience segment revenue was $1.12 billion, representing 14 percent year-over-year growth or 15 percent in constant currency. Digital Experience subscription revenue was $981 million, representing 14 percent year-over-year growth or 15 percent in constant currency.



Financial Targets
Adobe is providing fourth quarter targets that factor in the following:
The overall macroeconomic environment;
FX headwinds, as the U.S. Dollar has continued to strengthen against foreign currencies; and
Typical year-end seasonal strength in demand for our offerings.
The following table summarizes Adobe’s fourth quarter fiscal year 2022 targets:
Total revenue~$4.52 billion
Digital Media annualized recurring revenue (ARR)~$550 million of net new ARR
Digital Media segment revenue (Y/Y growth)~10%
~14% (constant currency)
Digital Experience segment revenue (Y/Y growth)~13%
~15% (constant currency)
Digital Experience subscription revenue (Y/Y growth)~13%
~15% (constant currency)
Tax rate GAAP: ~23.0%Non-GAAP: ~17.5%
Earnings per share1
GAAP: ~$2.44Non-GAAP: ~$3.50
1 Targets assume share count of ~467 million for the fourth quarter fiscal year 2022.
Adobe to Host Conference Call
Adobe will host its third quarter fiscal year 2022 earnings conference call today at 7:00 a.m. Pacific Time. Earnings documents, including Adobe management’s prepared conference call remarks with slides and an investor datasheet are posted to Adobe’s investor relations website in advance of the conference call for reference. To access the earnings conference call, log on to the investor relations website www.adobe.com/ADBE or call 1 (800) 289-0720; Conference ID 2608470.
Forward-Looking Statements, Non-GAAP and Other Disclosures
This press release contains forward-looking statements, including those related to business momentum, the effects of the COVID-19 pandemic on our business and results of operations, our market opportunity, market trends, current macroeconomic conditions, fluctuations in foreign currency exchange rates, strategic investments, customer success, revenue, operating margin, seasonality, annualized recurring revenue, tax rate on a GAAP and non-GAAP basis, earnings per share on a GAAP and non-GAAP basis, and share count, all of which involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure to compete effectively, failure to develop, acquire, market and offer products and services that meet customer requirements; introduction of new technology, information security and privacy; potential interruptions or delays in hosted services provided by us or third parties; geopolitical and macroeconomic conditions; the Russia-Ukraine war; the economic impact of the COVID-19 pandemic; risks associated with cyber-attacks; complex sales cycles; risks related to the timing of revenue recognition from our subscription offerings; fluctuations in subscription renewal rates; failure to realize the anticipated benefits of past or future acquisitions; failure to effectively manage critical strategic third-party business relationships; changes in accounting principles and tax regulations; uncertainty in the financial markets and economic conditions in the countries where we operate; and other various risks associated with being a multinational corporation. For a discussion of these and other risks and uncertainties, please refer to Adobe’s Annual Report on Form 10-K for our fiscal year 2021 ended Dec. 3, 2021, and Adobe's Quarterly Reports on Form 10-Q issued in fiscal year 2022.
The financial information set forth in this press release reflects estimates based on information available at this time. These amounts could differ from actual reported amounts stated in Adobe’s Quarterly Report on Form 10-Q for our fiscal quarter ended Sept. 2, 2022, which Adobe expects to file in Sept. 2022. Adobe assumes no obligation to, and does not currently intend to, update these forward-looking statements.
A reconciliation between GAAP and non-GAAP earnings results and financial targets is provided at the end of this press release and on Adobe’s investor relations website.
About Adobe
Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.
###
©2022 Adobe. All rights reserved. Adobe, Creative Cloud, Document Cloud and the Adobe logo are either registered trademarks or trademarks of Adobe (or one of its subsidiaries) in the United States and/or other countries. All other trademarks are the property of their respective owners.
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Condensed Consolidated Statements of Income
(In millions, except per share data; unaudited)
Three Months EndedNine Months Ended
September 2, 2022September 3, 2021September 2, 2022September 3, 2021
Revenue:
Subscription$4,128 $3,657 $12,156 $10,761 
Product126 119 417 427 
Services and other179 159 508 487 
Total revenue4,433 3,935 13,081 11,675 
Cost of revenue:
Subscription413 344 1,216 996 
Product10 27 29 
Services and other125 113 354 333 
Total cost of revenue546 467 1,597 1,358 
Gross profit3,887 3,468 11,484 10,317 
Operating expenses:
Research and development775 651 2,214 1,883 
Sales and marketing1,266 1,068 3,671 3,190 
General and administrative319 265 879 811 
Amortization of intangibles43 43 127 132 
Total operating expenses2,403 2,027 6,891 6,016 
Operating income1,484 1,441 4,593 4,301 
Non-operating income (expense):
Interest expense(28)(27)(84)(85)
Investment gains (losses), net(6)(23)20 
Other income (expense), net(3)
Total non-operating income (expense), net(28)(23)(102)(64)
Income before income taxes1,456 1,418 4,491 4,237 
Provision for income taxes320 206 911 648 
Net income$1,136 $1,212 $3,580 $3,589 
Basic net income per share$2.42 $2.54 $7.60 $7.51 
Shares used to compute basic net income per share469 477 471 478 
Diluted net income per share$2.42 $2.52 $7.57 $7.45 
Shares used to compute diluted net income per share469 481 473 481 

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Condensed Consolidated Balance Sheets
(In millions; unaudited)
September 2, 2022December 3, 2021
ASSETS
Current assets:
Cash and cash equivalents$3,870 $3,844 
Short-term investments1,894 1,954 
Trade receivables, net of allowances for doubtful accounts of $24 and $16, respectively
1,723 1,878 
Prepaid expenses and other current assets1,002 993 
Total current assets8,489 8,669 
Property and equipment, net1,858 1,673 
Operating lease right-of-use assets, net414 443 
Goodwill12,756 12,668 
Other intangibles, net1,548 1,820 
Deferred income taxes799 1,085 
Other assets880 883 
Total assets$26,744 $27,241 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables$316 $312 
Accrued expenses1,629 1,736 
Debt500 — 
Deferred revenue4,829 4,733 
Income taxes payable76 54 
Operating lease liabilities88 97 
Total current liabilities7,438 6,932 
Long-term liabilities:
Debt3,627 4,123 
Deferred revenue114 145 
Income taxes payable510 534 
Deferred income taxes
Operating lease liabilities426 453 
Other liabilities253 252 
Total liabilities12,371 12,444 
Stockholders’ equity:
Preferred stock— — 
Common stock— — 
Additional paid-in-capital9,548 8,428 
Retained earnings27,158 23,905 
Accumulated other comprehensive income (loss)(224)(137)
Treasury stock, at cost(22,109)(17,399)
Total stockholders’ equity14,373 14,797 
Total liabilities and stockholders’ equity$26,744 $27,241 
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Condensed Consolidated Statements of Cash Flows
(In millions; unaudited)
Three Months Ended
September 2, 2022September 3, 2021
Cash flows from operating activities:
Net income$1,136 $1,212 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion216 193 
Stock-based compensation378 280 
Unrealized investment (gains) losses, net(4)
Other non-cash adjustments112 (72)
Changes in deferred revenue67 102 
Changes in other operating assets and liabilities(211)(296)
Net cash provided by operating activities1,704 1,415 
Cash flows from investing activities:
Purchases, sales and maturities of short-term investments, net31 (28)
Purchases of property and equipment(125)(95)
Purchases and sales of long-term investments, intangibles and other assets, net(9)(10)
Net cash used for investing activities(103)(133)
Cash flows from financing activities:
Repurchases of common stock(1,200)(1,000)
Proceeds from treasury stock re-issuances, net of taxes paid related to net share settlement of equity awards103 81 
Other financing activities, net37 20 
Net cash used for financing activities(1,060)(899)
Effect of exchange rate changes on cash and cash equivalents(36)(10)
Net change in cash and cash equivalents505 373 
Cash and cash equivalents at beginning of period3,365 4,250 
Cash and cash equivalents at end of period$3,870 $4,623 



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Non-GAAP Results
The following table shows Adobe’s third quarter fiscal year 2022 GAAP revenue growth rates reconciled to adjusted revenue growth rates included in this release.
Third Quarter Fiscal 2022
Total
revenue
Digital Media
segment revenue
Creative Cloud
revenue
Document Cloud
revenue
Digital Experience
segment revenue
Digital Experience
subscription revenue
(Y/Y growth)(Y/Y growth)(Y/Y growth)(Y/Y growth)(Y/Y growth)(Y/Y growth)
GAAP revenue growth rates13 %13 %11 %23 %14 %14 %
Constant currency impact
Adjusted revenue growth rates15 %16 %14 %25 %15 %15 %

The following table shows Adobe’s GAAP results reconciled to non-GAAP results included in this release.
(In millions, except per share data)
Three Months Ended
September 2,
2022
September 3,
2021
June 3,
2022
Operating income:
GAAP operating income$1,484 $1,441 $1,529 
Stock-based and deferred compensation expense371 287 345 
Amortization of intangibles100 83 100 
Non-GAAP operating income$1,955 $1,811 $1,974 
Net income:
GAAP net income$1,136 $1,212 $1,178 
Stock-based and deferred compensation expense371 287 345 
Amortization of intangibles100 83 100 
Investment (gains) losses, net(7)
Income tax adjustments(18)(79)(46)
Non-GAAP net income$1,595 $1,496 $1,585 
Diluted net income per share:
GAAP diluted net income per share$2.42 $2.52 $2.49 
Stock-based and deferred compensation expense0.79 0.60 0.73 
Amortization of intangibles0.21 0.17 0.21 
Investment (gains) losses, net0.01 (0.01)0.02 
Income tax adjustments(0.03)(0.17)(0.10)
Non-GAAP diluted net income per share$3.40 $3.11 $3.35 
Shares used to compute diluted net income per share469 481 473 
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Non-GAAP Results (continued)
The following table shows Adobe’s third quarter fiscal year 2022 GAAP tax rate reconciled to the non-GAAP tax rate included in this release.
Third Quarter
Fiscal 2022
Effective income tax rate:
GAAP effective income tax rate22.0 %
Income tax adjustments(3.0)
Stock-based and deferred compensation expense(1.2)
Amortization of intangibles(0.3)
Non-GAAP effective income tax rate17.5 %

Reconciliation of GAAP to Non-GAAP Financial Targets
The following tables show Adobe's fourth quarter fiscal year 2022 financial targets reconciled to non-GAAP financial targets included in this release.
Fourth Quarter Fiscal 2022
Digital Media
segment revenue
Digital Experience
segment revenue
Digital Experience
subscription revenue
(Y/Y growth)(Y/Y growth)(Y/Y growth)
GAAP target revenue growth rates10%13%13%
Constant currency impact422
Constant currency target revenue growth rates14%15%15%

(Shares in millions)
Fourth Quarter
Fiscal 2022
Diluted net income per share:
GAAP diluted net income per share$2.44 
Stock-based and deferred compensation expense0.86 
Amortization of intangibles0.21 
Income tax adjustments(0.01)
Non-GAAP diluted net income per share$3.50 
Shares used to compute diluted net income per share467 

Fourth Quarter
Fiscal 2022
Effective income tax rate:
GAAP effective income tax rate23.0 %
Stock-based and deferred compensation expense(1.4)
Amortization of intangibles(0.1)
Income tax adjustments(4.0)
Non-GAAP effective income tax rate17.5 %



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Use of Non-GAAP Financial Information
Adobe continues to provide all information required in accordance with GAAP, but believes evaluating its ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Adobe uses non-GAAP financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. Adobe's management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Adobe presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Adobe's operating results. Adobe believes these non-GAAP financial measures are useful because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. This allows institutional investors, the analyst community and others to better understand and evaluate our operating results and future prospects in the same manner as management.
Adobe's management believes it is useful for itself and investors to review, as applicable, both GAAP information as well as non-GAAP measures, which may exclude items such as stock-based and deferred compensation expenses, amortization of intangibles, investment gains and losses, the related tax impact of all of these items, income tax adjustments, and the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes. Adobe uses these non-GAAP measures in order to assess the performance of Adobe's business and for planning and forecasting in subsequent periods. Whenever such a non-GAAP measure is used, Adobe provides a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed above.
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