filings.toolsItem 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ADOBE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
| June 3, 2022 | December 3, 2021 | ||||||||||
| (Unaudited) | (*) | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 3,365 | $ | 3,844 | |||||||
| Short-term investments | 1,934 | 1,954 | |||||||||
| Trade receivables, net of allowances for doubtful accounts of $19 and $16, respectively | 1,588 | 1,878 | |||||||||
| Prepaid expenses and other current assets | 1,021 | 993 | |||||||||
| Total current assets | 7,908 | 8,669 | |||||||||
| Property and equipment, net | 1,790 | 1,673 | |||||||||
| Operating lease right-of-use assets, net | 430 | 443 | |||||||||
| Goodwill | 12,801 | 12,668 | |||||||||
| Other intangibles, net | 1,650 | 1,820 | |||||||||
| Deferred income taxes | 882 | 1,085 | |||||||||
| Other assets | 865 | 883 | |||||||||
| Total assets | $ | 26,326 | $ | 27,241 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Trade payables | $ | 366 | $ | 312 | |||||||
| Accrued expenses | 1,615 | 1,736 | |||||||||
| Debt | 499 | — | |||||||||
| Deferred revenue | 4,753 | 4,733 | |||||||||
| Income taxes payable | 62 | 54 | |||||||||
| Operating lease liabilities | 90 | 97 | |||||||||
| Total current liabilities | 7,385 | 6,932 | |||||||||
| Long-term liabilities: | |||||||||||
| Debt | 3,627 | 4,123 | |||||||||
| Deferred revenue | 123 | 145 | |||||||||
| Income taxes payable | 503 | 534 | |||||||||
| Deferred income taxes | 4 | 5 | |||||||||
| Operating lease liabilities | 442 | 453 | |||||||||
| Other liabilities | 257 | 252 | |||||||||
| Total liabilities | 12,341 | 12,444 | |||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.0001 par value; 2 shares authorized; none issued | — | — | |||||||||
| Common stock, $0.0001 par value; 900 shares authorized; 601 shares issued; 471 and 475 shares outstanding, respectively | — | — | |||||||||
| Additional paid-in-capital | 9,102 | 8,428 | |||||||||
| Retained earnings | 26,022 | 23,905 | |||||||||
| Accumulated other comprehensive income (loss) | (195) | (137) | |||||||||
| Treasury stock, at cost (130 and 126 shares, respectively) | (20,944) | (17,399) | |||||||||
| Total stockholders’ equity | 13,985 | 14,797 | |||||||||
| Total liabilities and stockholders’ equity | $ | 26,326 | $ | 27,241 |
(*) The condensed consolidated balance sheet as of December 3, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
See accompanying notes to condensed consolidated financial statements.
ADOBE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 3, 2022 | June 4, 2021 | June 3, 2022 | June 4, 2021 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Subscription | $ | 4,070 | $ | 3,520 | $ | 8,028 | $ | 7,104 | |||||||||||||||
| Product | 146 | 153 | 291 | 308 | |||||||||||||||||||
| Services and other | 170 | 162 | 329 | 328 | |||||||||||||||||||
| Total revenue | 4,386 | 3,835 | 8,648 | 7,740 | |||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Subscription | 410 | 328 | 803 | 652 | |||||||||||||||||||
| Product | 9 | 9 | 19 | 19 | |||||||||||||||||||
| Services and other | 120 | 107 | 229 | 220 | |||||||||||||||||||
| Total cost of revenue | 539 | 444 | 1,051 | 891 | |||||||||||||||||||
| Gross profit | 3,847 | 3,391 | 7,597 | 6,849 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 738 | 612 | 1,439 | 1,232 | |||||||||||||||||||
| Sales and marketing | 1,247 | 1,073 | 2,405 | 2,122 | |||||||||||||||||||
| General and administrative | 291 | 256 | 560 | 546 | |||||||||||||||||||
| Amortization of intangibles | 42 | 44 | 84 | 89 | |||||||||||||||||||
| Total operating expenses | 2,318 | 1,985 | 4,488 | 3,989 | |||||||||||||||||||
| Operating income | 1,529 | 1,406 | 3,109 | 2,860 | |||||||||||||||||||
| Non-operating income (expense): | |||||||||||||||||||||||
| Interest expense | (28) | (28) | (56) | (58) | |||||||||||||||||||
| Investment gains (losses), net | (8) | 8 | (17) | 13 | |||||||||||||||||||
| Other income (expense), net | (1) | — | (1) | 4 | |||||||||||||||||||
| Total non-operating income (expense), net | (37) | (20) | (74) | (41) | |||||||||||||||||||
| Income before income taxes | 1,492 | 1,386 | 3,035 | 2,819 | |||||||||||||||||||
| Provision for income taxes | 314 | 270 | 591 | 442 | |||||||||||||||||||
| Net income | $ | 1,178 | $ | 1,116 | $ | 2,444 | $ | 2,377 | |||||||||||||||
| Basic net income per share | $ | 2.50 | $ | 2.34 | $ | 5.17 | $ | 4.97 | |||||||||||||||
| Shares used to compute basic net income per share | 472 | 478 | 472 | 478 | |||||||||||||||||||
| Diluted net income per share | $ | 2.49 | $ | 2.32 | $ | 5.15 | $ | 4.93 | |||||||||||||||
| Shares used to compute diluted net income per share | 473 | 481 | 474 | 482 | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
ADOBE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 3, 2022 | June 4, 2021 | June 3, 2022 | June 4, 2021 | ||||||||||||||||||||
| Increase/(Decrease) | Increase/(Decrease) | ||||||||||||||||||||||
| Net income | $ | 1,178 | $ | 1,116 | $ | 2,444 | $ | 2,377 | |||||||||||||||
| Other comprehensive income (loss), net of taxes: | |||||||||||||||||||||||
| Available-for-sale securities: | |||||||||||||||||||||||
| Unrealized gains / losses on available-for-sale securities | (15) | — | (29) | (3) | |||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||
| Unrealized gains / losses on derivative instruments | 63 | (15) | 86 | (10) | |||||||||||||||||||
| Reclassification adjustment for realized gains / losses on derivative instruments | (28) | 12 | (43) | 24 | |||||||||||||||||||
| Net increase (decrease) from derivatives designated as hedging instruments | 35 | (3) | 43 | 14 | |||||||||||||||||||
| Foreign currency translation adjustments | (38) | 23 | (72) | 26 | |||||||||||||||||||
| Other comprehensive income (loss), net of taxes | (18) | 20 | (58) | 37 | |||||||||||||||||||
| Total comprehensive income, net of taxes | $ | 1,160 | $ | 1,136 | $ | 2,386 | $ | 2,414 |
See accompanying notes to condensed consolidated financial statements.
ADOBE INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
(Unaudited)
| Three Months Ended June 3, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 4, 2022 | 601 | $ | — | $ | 8,750 | $ | 24,961 | $ | (177) | (129) | $ | (19,759) | $ | 13,775 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 1,178 | — | — | — | 1,178 | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | — | — | (18) | — | — | (18) | ||||||||||||||||||||||||||||||||||||||||||
| Re-issuance of treasury stock under stock compensation plans | — | — | — | (117) | — | 1 | 16 | (101) | ||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | (2) | (1,200) | (1,200) | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 352 | — | — | — | — | 352 | ||||||||||||||||||||||||||||||||||||||||||
| Value of shares in deferred compensation plan | — | — | — | — | — | — | (1) | (1) | ||||||||||||||||||||||||||||||||||||||||||
| Balances at June 3, 2022 | 601 | $ | — | $ | 9,102 | $ | 26,022 | $ | (195) | (130) | $ | (20,944) | $ | 13,985 |
| Three Months Ended June 4, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 5, 2021 | 601 | $ | — | $ | 7,617 | $ | 20,521 | $ | (141) | (122) | $ | (14,451) | $ | 13,546 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 1,116 | — | — | — | 1,116 | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | — | — | 20 | — | — | 20 | ||||||||||||||||||||||||||||||||||||||||||
| Re-issuance of treasury stock under stock compensation plans | — | — | — | (99) | — | — | 10 | (89) | ||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | (2) | (1,000) | (1,000) | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 260 | — | — | — | — | 260 | ||||||||||||||||||||||||||||||||||||||||||
| Value of shares in deferred compensation plan | — | — | — | — | — | — | (1) | (1) | ||||||||||||||||||||||||||||||||||||||||||
| Balances at June 4, 2021 | 601 | $ | — | $ | 7,877 | $ | 21,538 | $ | (121) | (124) | $ | (15,442) | $ | 13,852 |
ADOBE INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
(Unaudited)
| Six Months Ended June 3, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 3, 2021 | 601 | $ | — | $ | 8,428 | $ | 23,905 | $ | (137) | (126) | $ | (17,399) | $ | 14,797 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 2,444 | — | — | — | 2,444 | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | — | — | (58) | — | — | (58) | ||||||||||||||||||||||||||||||||||||||||||
| Re-issuance of treasury stock under stock compensation plans | — | — | — | (327) | — | 2 | 51 | (276) | ||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | (6) | (3,600) | (3,600) | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 674 | — | — | — | — | 674 | ||||||||||||||||||||||||||||||||||||||||||
| Value of shares in deferred compensation plan | — | — | — | — | — | — | 4 | 4 | ||||||||||||||||||||||||||||||||||||||||||
| Balances at June 3, 2022 | 601 | $ | — | $ | 9,102 | $ | 26,022 | $ | (195) | (130) | $ | (20,944) | $ | 13,985 |
| Six Months Ended June 4, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at November 27, 2020 | 601 | $ | — | $ | 7,357 | $ | 19,611 | $ | (158) | (122) | $ | (13,546) | $ | 13,264 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 2,377 | — | — | — | 2,377 | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | — | — | 37 | — | — | 37 | ||||||||||||||||||||||||||||||||||||||||||
| Re-issuance of treasury stock under stock compensation plans | — | — | — | (450) | — | 2 | 57 | (393) | ||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | (4) | (1,950) | (1,950) | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 520 | — | — | — | — | 520 | ||||||||||||||||||||||||||||||||||||||||||
| Value of shares in deferred compensation plan | — | — | — | — | — | — | (3) | (3) | ||||||||||||||||||||||||||||||||||||||||||
| Balances at June 4, 2021 | 601 | $ | — | $ | 7,877 | $ | 21,538 | $ | (121) | (124) | $ | (15,442) | $ | 13,852 |
See accompanying notes to condensed consolidated financial statements.
ADOBE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Six Months Ended | |||||||||||
| June 3, 2022 | June 4, 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 2,444 | $ | 2,377 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, amortization and accretion | 425 | 390 | |||||||||
| Stock-based compensation | 674 | 520 | |||||||||
| Reduction of operating lease right-of-use assets | 42 | 33 | |||||||||
| Deferred income taxes | 197 | 210 | |||||||||
| Unrealized losses (gains) on investments, net | 27 | (7) | |||||||||
| Other non-cash items | 2 | 5 | |||||||||
| Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: | |||||||||||
| Trade receivables, net | 287 | (39) | |||||||||
| Prepaid expenses and other assets | (140) | (258) | |||||||||
| Trade payables | 60 | (1) | |||||||||
| Accrued expenses and other liabilities | (187) | 87 | |||||||||
| Income taxes payable | (20) | (26) | |||||||||
| Deferred revenue | (2) | 469 | |||||||||
| Net cash provided by operating activities | 3,809 | 3,760 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of short-term investments | (524) | (639) | |||||||||
| Maturities of short-term investments | 349 | 521 | |||||||||
| Proceeds from sales of short-term investments | 159 | 104 | |||||||||
| Acquisitions, net of cash acquired | (126) | (1,470) | |||||||||
| Purchases of property and equipment | (226) | (154) | |||||||||
| Purchases of long-term investments, intangibles and other assets | (30) | (27) | |||||||||
| Net cash used for investing activities | (398) | (1,665) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repurchases of common stock | (3,600) | (1,950) | |||||||||
| Proceeds from re-issuance of treasury stock | 91 | 87 | |||||||||
| Taxes paid related to net share settlement of equity awards | (367) | (480) | |||||||||
| Other financing activities, net | 22 | 19 | |||||||||
| Net cash used for financing activities | (3,854) | (2,324) | |||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | (36) | 1 | |||||||||
| Net change in cash and cash equivalents | (479) | (228) | |||||||||
| Cash and cash equivalents at beginning of period | 3,844 | 4,478 | |||||||||
| Cash and cash equivalents at end of period | $ | 3,365 | $ | 4,250 | |||||||
| Supplemental disclosures: | |||||||||||
| Cash paid for income taxes, net of refunds | $ | 260 | $ | 277 | |||||||
| Cash paid for interest | $ | 50 | $ | 50 | |||||||
See accompanying notes to condensed consolidated financial statements.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In management’s opinion, we have made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present our financial position, results of operations and cash flows. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 3, 2021 on file with the SEC (our “Annual Report”).
Use of Estimates
In preparing the condensed consolidated financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, we must make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ materially from these estimates.
Fiscal Year
Our fiscal year is a 52- or 53-week year that ends on the Friday closest to November 30. Our financial results for the six months ended June 4, 2021 benefited from an extra week in the first quarter of fiscal 2021 due to our 52/53 week financial calendar whereby fiscal 2022 is a 52-week year compared with fiscal 2021 which was a 53-week year.
Significant Accounting Policies
There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report.
Adopted Accounting Guidance and Accounting Pronouncements Not Yet Effective
There have been no recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the six months ended June 3, 2022 that are of significance or potential significance to us.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 2. REVENUE
Segment Information
Our segment results for the three months ended June 3, 2022 and June 4, 2021 were as follows:
| (dollars in millions) | Digital Media | Digital Experience | Publishing and Advertising | Total | |||||||||||||||||||
| Three months ended June 3, 2022 | |||||||||||||||||||||||
| Revenue | $ | 3,200 | $ | 1,095 | $ | 91 | $ | 4,386 | |||||||||||||||
| Cost of revenue | 141 | 374 | 24 | 539 | |||||||||||||||||||
| Gross profit | $ | 3,059 | $ | 721 | $ | 67 | $ | 3,847 | |||||||||||||||
| Gross profit as a percentage of revenue | 96 | % | 66 | % | 74 | % | 88 | % | |||||||||||||||
| Three months ended June 4, 2021 | |||||||||||||||||||||||
| Revenue | $ | 2,787 | $ | 938 | $ | 110 | $ | 3,835 | |||||||||||||||
| Cost of revenue | 99 | 319 | 26 | 444 | |||||||||||||||||||
| Gross profit | $ | 2,688 | $ | 619 | $ | 84 | $ | 3,391 | |||||||||||||||
| Gross profit as a percentage of revenue | 96 | % | 66 | % | 76 | % | 88 | % |
Our segment results for the six months ended June 3, 2022 and June 4, 2021 were as follows:
| (dollars in millions) | Digital Media | Digital Experience | Publishing and Advertising | Total | |||||||||||||||||||
| Six months ended June 3, 2022 | |||||||||||||||||||||||
| Revenue | $ | 6,310 | $ | 2,152 | $ | 186 | $ | 8,648 | |||||||||||||||
| Cost of revenue | 275 | 726 | 50 | 1,051 | |||||||||||||||||||
| Gross profit | $ | 6,035 | $ | 1,426 | $ | 136 | $ | 7,597 | |||||||||||||||
| Gross profit as a percentage of revenue | 96 | % | 66 | % | 73 | % | 88 | % | |||||||||||||||
| Six months ended June 4, 2021 | |||||||||||||||||||||||
| Revenue | $ | 5,646 | $ | 1,872 | $ | 222 | $ | 7,740 | |||||||||||||||
| Cost of revenue | 197 | 638 | 56 | 891 | |||||||||||||||||||
| Gross profit | $ | 5,449 | $ | 1,234 | $ | 166 | $ | 6,849 | |||||||||||||||
| Gross profit as a percentage of revenue | 97 | % | 66 | % | 75 | % | 88 | % |
Revenue by geographic area for the three and six months ended June 3, 2022 and June 4, 2021 were as follows:
| Three Months | Six Months | ||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Americas | $ | 2,524 | $ | 2,185 | $ | 4,970 | $ | 4,409 | |||||||||||||||
| EMEA | 1,157 | 1,026 | 2,293 | 2,078 | |||||||||||||||||||
| APAC | 705 | 624 | 1,385 | 1,253 | |||||||||||||||||||
| Total | $ | 4,386 | $ | 3,835 | $ | 8,648 | $ | 7,740 |
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Revenue by major offerings in our Digital Media reportable segment for the three and six months ended June 3, 2022 and June 4, 2021 were as follows:
| Three Months | Six Months | ||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Creative Cloud | $ | 2,605 | $ | 2,318 | $ | 5,153 | $ | 4,697 | |||||||||||||||
| Document Cloud | 595 | 469 | 1,157 | 949 | |||||||||||||||||||
| Total Digital Media revenue | $ | 3,200 | $ | 2,787 | $ | 6,310 | $ | 5,646 |
Subscription revenue by segment for the three and six months ended June 3, 2022 and June 4, 2021 were as follows:
| Three Months | Six Months | ||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Digital Media | $ | 3,079 | $ | 2,668 | $ | 6,074 | $ | 5,399 | |||||||||||||||
| Digital Experience | 961 | 817 | 1,893 | 1,629 | |||||||||||||||||||
| Publishing and Advertising | 30 | 35 | 61 | 76 | |||||||||||||||||||
| Total subscription revenue | $ | 4,070 | $ | 3,520 | $ | 8,028 | $ | 7,104 |
Contract Balances
A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Included in trade receivables on the condensed consolidated balance sheets are unbilled receivable balances which have not yet been invoiced, and are typically related to license revenue or services which are delivered prior to invoicing. As of June 3, 2022, the balance of trade receivables, net of allowances for doubtful accounts, was $1.59 billion, inclusive of unbilled receivables of $95 million. As of December 3, 2021, the balance of trade receivables, net of allowances for doubtful accounts, was $1.88 billion, inclusive of unbilled receivables of $82 million.
We maintain an allowance for doubtful accounts which reflects our best estimate of potentially uncollectible trade receivables and is based on both specific and general reserves. We maintain general reserves on a collective basis by considering factors such as historical experience, credit-worthiness, the age of the trade receivable balances, current economic conditions and a reasonable and supportable forecast of future economic conditions. The allowance for doubtful accounts was $19 million and $16 million as of June 3, 2022 and December 3, 2021, respectively.
A contract asset is recognized when a conditional right to consideration exists and transfer of control has occurred. Contract assets are included in prepaid expenses and other current assets for the current portion and other assets for the long-term portion on the condensed consolidated balance sheets. We regularly review contract asset balances for impairment, considering factors such as historical experience, credit-worthiness, age of the balance, current economic conditions and a reasonable and supportable forecast of future economic conditions. Contract asset impairments were not material for the six months ended June 3, 2022. Contract assets were $75 million and $85 million as of June 3, 2022 and December 3, 2021, respectively.
Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and refundable customer deposits. Deferred revenue is recognized as revenue when transfer of control to customers has occurred. As of June 3, 2022, the balance of deferred revenue was $4.88 billion, which includes $44 million of refundable customer deposits. Arrangements with some of our enterprise customers with non-cancellable and non-refundable committed funds provide options to either renew monthly on-premise term-based licenses or use some or all funds to purchase other Adobe products or services. Non-cancellable and non-refundable committed funds related to these agreements comprised approximately 5% of the total deferred revenue.
As of December 3, 2021, the balance of deferred revenue was $4.88 billion. During the three and six months ended June 3, 2022, approximately $1.35 billion and $3.50 billion of revenue, respectively, was recognized that was included in the balance of deferred revenue as of December 3, 2021.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. As of June 3, 2022, remaining performance obligations were approximately $13.82 billion. Non-cancellable and non-refundable funds related to some of our enterprise customer agreements referred to in the paragraph above comprised approximately 5% of the total remaining performance obligations. Approximately 74% of the remaining performance obligations, excluding the aforementioned enterprise customer agreements, are expected to be recognized over the next 12 months with the remainder recognized thereafter.
Incremental costs of obtaining a contract with a customer are capitalized if we expect the benefit of those costs to be longer than one year and primarily relate to sales commissions paid to our sales force personnel. Capitalized contract acquisition costs are included in prepaid expenses and other current assets for the current portion and other assets for the long-term portion on the condensed consolidated balance sheets. Capitalized contract acquisition costs were $638 million and $611 million as of June 3, 2022 and December 3, 2021, respectively.
We record refund liabilities for amounts that may be subject to future refunds, which include sales returns reserves and customer rebates and credits. Refund liabilities are included in accrued expenses on the condensed consolidated balance sheets. Refund liabilities were $97 million and $128 million as of June 3, 2022 and December 3, 2021, respectively.
NOTE 3. ACQUISITIONS
Frame.io
On October 7, 2021, we completed the acquisition of Frame.io, a privately held company that provides a cloud-based video collaboration platform, for approximately $1.24 billion, primarily in cash consideration. The financial results of Frame.io have been included in our condensed consolidated financial statements since the date of the acquisition. Frame.io is reported as part of our Digital Media reportable segment.
The table below represents the preliminary purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their respective estimated fair values as of October 7, 2021. During the six months ended June 3, 2022, we recorded purchase accounting adjustments that were not material based on changes to management’s estimates and assumptions in regards to the total purchase price and its related impact to goodwill. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date. Fair values associated with the net tax liabilities assumed and their related impact to goodwill were pending finalization as of the reporting date.
| (dollars in millions) | Amount | Weighted Average Useful Life (years) | |||||||||
| Purchased technology | $ | 331 | 4 | ||||||||
| In-process research and development (1) | 19 | N/A | |||||||||
| Trademarks | 4 | 3 | |||||||||
| Customer contracts and relationships | 3 | 10 | |||||||||
| Total identifiable intangible assets | 357 | ||||||||||
| Net liabilities assumed | (39) | N/A | |||||||||
| Goodwill (2) | 918 | N/A | |||||||||
| Total purchase price | $ | 1,236 |
(1) Capitalized as purchased technology and considered indefinite lived until completion or abandonment of the associated research and development efforts.
(2) Non-deductible for tax purposes.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Workfront
On December 7, 2020, we completed the acquisition of Workfront, a privately held company that provides a workflow platform, for approximately $1.52 billion of cash consideration. The financial results of Workfront have been included in our condensed consolidated financial statements since the date of the acquisition. Workfront is reported as part of our Digital Experience reportable segment.
The table below represents the final purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their estimated fair values as of December 7, 2020 and the associated estimated useful lives at that date.
| (dollars in millions) | Amount | Weighted Average Useful Life (years) | |||||||||
| Customer contracts and relationships | $ | 290 | 10 | ||||||||
| Purchased technology | 100 | 3 | |||||||||
| Backlog | 40 | 2 | |||||||||
| Trademarks | 30 | 5 | |||||||||
| Total identifiable intangible assets | 460 | ||||||||||
| Net liabilities assumed | (31) | N/A | |||||||||
| Goodwill (1) | 1,095 | N/A | |||||||||
| Total purchase price | $ | 1,524 |
(1) Non-deductible for tax purposes.
Pro forma financial information has not been presented for these acquisitions as the impacts to our condensed consolidated financial statements were not material.
NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents consist of highly liquid marketable securities with remaining maturities of three months or less at the date of purchase. We classify our investments in marketable debt securities as “available-for-sale.” We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and unrealized non-credit-related losses of marketable debt securities are included in accumulated other comprehensive income, net of taxes, in our condensed consolidated balance sheets. Unrealized credit-related losses are recorded to other income (expense), net in our condensed consolidated statements of income with a corresponding allowance for credit-related losses in our condensed consolidated balance sheets. Gains and losses are determined using the specific identification method and recognized when realized in our condensed consolidated statements of income.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Cash, cash equivalents and short-term investments consisted of the following as of June 3, 2022:
| (in millions) | Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | |||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash | $ | 740 | $ | — | $ | — | $ | 740 | |||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Corporate debt securities | 13 | — | — | 13 | |||||||||||||||||||
| Money market funds | 2,588 | — | — | 2,588 | |||||||||||||||||||
| Time deposits | 24 | — | — | 24 | |||||||||||||||||||
| Total cash equivalents | 2,625 | — | — | 2,625 | |||||||||||||||||||
| Total cash and cash equivalents | 3,365 | — | — | 3,365 | |||||||||||||||||||
| Short-term fixed income securities: | |||||||||||||||||||||||
| Asset-backed securities | 118 | — | (1) | 117 | |||||||||||||||||||
| Corporate debt securities | 1,381 | — | (19) | 1,362 | |||||||||||||||||||
| Foreign government securities | 5 | — | — | 5 | |||||||||||||||||||
| Municipal securities | 31 | — | — | 31 | |||||||||||||||||||
| U.S. Treasury securities | 430 | — | (11) | 419 | |||||||||||||||||||
| Total short-term investments | 1,965 | — | (31) | 1,934 | |||||||||||||||||||
| Total cash, cash equivalents and short-term investments | $ | 5,330 | $ | — | $ | (31) | $ | 5,299 |
Cash, cash equivalents and short-term investments consisted of the following as of December 3, 2021:
| (in millions) | Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | |||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash | $ | 750 | $ | — | $ | — | $ | 750 | |||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Corporate debt securities | 5 | — | — | 5 | |||||||||||||||||||
| Money market funds | 2,914 | — | — | 2,914 | |||||||||||||||||||
| Time deposits | 175 | — | — | 175 | |||||||||||||||||||
| Total cash equivalents | 3,094 | — | — | 3,094 | |||||||||||||||||||
| Total cash and cash equivalents | 3,844 | — | — | 3,844 | |||||||||||||||||||
| Short-term fixed income securities: | |||||||||||||||||||||||
| Asset-backed securities | 124 | — | — | 124 | |||||||||||||||||||
| Corporate debt securities | 1,426 | 2 | (3) | 1,425 | |||||||||||||||||||
| Municipal securities | 28 | — | — | 28 | |||||||||||||||||||
| U.S. Treasury securities | 378 | — | (1) | 377 | |||||||||||||||||||
| Total short-term investments | 1,956 | 2 | (4) | 1,954 | |||||||||||||||||||
| Total cash, cash equivalents and short-term investments | $ | 5,800 | $ | 2 | $ | (4) | $ | 5,798 |
See Note 5 for further information regarding the fair value of our financial instruments.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table summarizes the estimated fair value of short-term fixed income debt securities classified as short-term investments based on stated effective maturities as of June 3, 2022:
| (in millions) | Estimated Fair Value | ||||||||||
| Due within one year | $ | 852 | |||||||||
| Due between one and two years | 707 | ||||||||||
| Due between two and three years | 352 | ||||||||||
| Due after three years | 23 | ||||||||||
| Total | $ | 1,934 |
We review our debt securities classified as short-term investments on a regular basis for impairment. For debt securities in unrealized loss positions, we determine whether any portion of the decline in fair value below the amortized cost basis is due to credit-related factors if we neither intend to sell nor anticipate that it is more likely than not that we will be required to sell prior to recovery of the amortized cost basis. We consider factors such as the extent to which the market value has been less than the cost, any noted failure of the issuer to make scheduled payments, changes to the rating of the security and other relevant credit-related factors in determining whether or not a credit loss exists. During the six months ended June 3, 2022 and June 4, 2021, we did not recognize an allowance for credit-related losses on any of our investments.
NOTE 5. FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The fair value of our financial assets and liabilities at June 3, 2022 was determined using the following inputs:
| (in millions) | Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Corporate debt securities | $ | 13 | $ | — | $ | 13 | $ | — | |||||||||||||||
| Money market funds | 2,588 | 2,588 | — | — | |||||||||||||||||||
| Time deposits | 24 | 24 | — | — | |||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Asset-backed securities | 117 | — | 117 | — | |||||||||||||||||||
| Corporate debt securities | 1,362 | — | 1,362 | — | |||||||||||||||||||
| Foreign government securities | 5 | — | 5 | — | |||||||||||||||||||
| Municipal securities | 31 | — | 31 | — | |||||||||||||||||||
| U.S. Treasury securities | 419 | — | 419 | — | |||||||||||||||||||
| Prepaid expenses and other current assets: | |||||||||||||||||||||||
| Foreign currency derivatives | 128 | — | 128 | — | |||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Deferred compensation plan assets | 153 | 153 | — | — | |||||||||||||||||||
| Total assets | $ | 4,840 | $ | 2,765 | $ | 2,075 | $ | — |
| Liabilities: | |||||||||||||||||||||||
| Accrued expenses: | |||||||||||||||||||||||
| Foreign currency derivatives | $ | 10 | $ | — | $ | 10 | $ | — | |||||||||||||||
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The fair value of our financial assets and liabilities at December 3, 2021 was determined using the following inputs:
| (in millions) | Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Corporate debt securities | $ | 5 | $ | — | $ | 5 | $ | — | |||||||||||||||
| Money market funds | 2,914 | 2,914 | — | — | |||||||||||||||||||
| Time deposits | 175 | 175 | — | — | |||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Asset-backed securities | 124 | — | 124 | — | |||||||||||||||||||
| Corporate debt securities | 1,425 | — | 1,425 | — | |||||||||||||||||||
| Municipal securities | 28 | — | 28 | — | |||||||||||||||||||
| U.S. Treasury securities | 377 | — | 377 | — | |||||||||||||||||||
| Prepaid expenses and other current assets: | |||||||||||||||||||||||
| Foreign currency derivatives | 98 | — | 98 | — | |||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Deferred compensation plan assets | 151 | 151 | — | — | |||||||||||||||||||
| Total assets | $ | 5,297 | $ | 3,240 | $ | 2,057 | $ | — |
| Liabilities: | |||||||||||||||||||||||
| Accrued expenses: | |||||||||||||||||||||||
| Foreign currency derivatives | $ | 8 | $ | — | $ | 8 | $ | — | |||||||||||||||
See Note 4 for further information regarding the fair value of our financial instruments.
Our fixed income available-for-sale debt securities consist of high quality, investment grade securities from diverse issuers with a weighted average credit rating of AA-. We value these securities based on pricing from independent pricing vendors who use matrix pricing valuation techniques including market approach methodologies that model information generated by market transactions involving identical or comparable assets, as well as discounted cash flow methodologies. Inputs include quoted prices in active markets for identical assets or inputs other than quoted prices that are observable either directly or indirectly in determining fair value, including benchmark yields, issuer spreads off benchmark yields, interest rates and U.S. Treasury or swap curves. We therefore classify all of our fixed income available-for-sale securities as Level 2. We perform routine procedures such as comparing prices obtained from multiple independent sources to ensure that appropriate fair values are recorded.
The fair values of our money market funds, time deposits and deferred compensation plan assets, which consist of money market and other mutual funds, are based on quoted prices in active markets at the measurement date.
Our over-the-counter foreign currency derivatives are valued using pricing models and discounted cash flow methodologies based on observable foreign exchange and interest rate data at the measurement date.
Our other current financial assets and current financial liabilities have fair values that approximate their carrying values.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The fair value of our senior notes was $3.96 billion as of June 3, 2022, based on observable market prices in less active markets and categorized as Level 2. See Note 14 for further details regarding our debt.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS
We may use derivatives to partially offset our business exposure to foreign currency and interest rate risk on expected future cash flows and certain existing assets and liabilities. We do not use any of our derivative instruments for trading purposes.
We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We do not offset fair value amounts recognized for derivative instruments under master netting arrangements. We also enter into collateral security agreements with certain of our counterparties to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds. Collateral posted is included in prepaid expenses and other current assets and collateral received is included in accrued expenses on our condensed consolidated balance sheets.
Cash Flow Hedges
In countries outside the United States, we transact business in U.S. Dollars and in various other currencies. We may use foreign exchange option contracts or forward contracts to hedge a portion of our forecasted foreign currency denominated revenue. These foreign exchange contracts, carried at fair value, have maturities of up to 12 months.
In June 2019, we entered into Treasury lock agreements with large financial institutions which fixed benchmark U.S. Treasury rates for an aggregate notional amount of $1 billion of our future debt issuance. These derivative instruments hedged the impact of changes in the benchmark interest rate to future interest payments and were settled upon debt issuance in the first quarter of fiscal 2020. We incurred a loss related to the settlement of the instruments which is amortized to interest expense over the term of our debt due February 1, 2030. See Note 14 for further details regarding our debt.
As of June 3, 2022, we had net derivative gains on our foreign exchange option contracts expected to be recognized within the next 18 months, of which $101 million of gains are expected to be recognized into revenue within the next 12 months. In addition, we had net derivative losses on our Treasury lock agreements, of which $5 million is expected to be recognized into interest expense within the next 12 months.
Non-Designated Hedges
Our derivatives not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets and liabilities denominated in non-functional currencies.
The fair value of derivative instruments on our condensed consolidated balance sheets as of June 3, 2022 and December 3, 2021 were as follows:
| (in millions) | 2022 | 2021 | |||||||||||||||||||||
| Fair Value Asset Derivatives | Fair Value Liability Derivatives | Fair Value Asset Derivatives | Fair Value Liability Derivatives | ||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||
| Foreign exchange option contracts(1) | $ | 121 | $ | — | $ | 91 | $ | — | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||
| Foreign exchange forward contracts(1) | 7 | 10 | 7 | 8 | |||||||||||||||||||
| Total derivatives | $ | 128 | $ | 10 | $ | 98 | $ | 8 |
(1)Fair value asset derivatives are included in prepaid expenses and other current assets and fair value liability derivatives are included in accrued expenses on our condensed consolidated balance sheets.
Gains and losses on derivative instruments, net of tax, recognized in our condensed consolidated statements of comprehensive income for the three and six months ended June 3, 2022 and June 4, 2021 were associated with our foreign exchange option contracts. For the three and six months ended June 3, 2022, we recognized $63 million and $86 million of net
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
gains, respectively, in our condensed consolidated statements of comprehensive income. For the three and six months ended June 4, 2021, net gains recognized in our condensed consolidated statements of comprehensive income were not material.
The effects of derivative instruments on our condensed consolidated statements of income for the three and six months ended June 3, 2022 and June 4, 2021 were primarily associated with foreign exchange option contracts. For the three and six months ended June 3, 2022, we reclassified $33 million and $51 million of net gains, respectively, from accumulated other comprehensive income into revenue resulting from our foreign exchange option contracts. Comparatively, for the three and six months ended June 4, 2021, we reclassified $11 million and $21 million of net losses, respectively, from accumulated other comprehensive income into revenue resulting from our foreign exchange option contracts.
NOTE 7. GOODWILL AND OTHER INTANGIBLES
Goodwill as of June 3, 2022 and December 3, 2021 was $12.80 billion and $12.67 billion, respectively. The increase was primarily due to the completion of business acquisitions during the six months ended June 3, 2022.
During the second quarter of fiscal 2022, we completed our annual goodwill impairment test associated with our reporting units and determined there was no impairment of goodwill. We continually monitor events and changes in circumstances that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount.
Other intangible assets subject to amortization as of June 3, 2022 and December 3, 2021 were as follows:
| (in millions) | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Customer contracts and relationships | $ | 1,205 | $ | (434) | $ | 771 | $ | 1,213 | $ | (379) | $ | 834 | |||||||||||||||||||||||
| Purchased technology | 1,074 | (438) | 636 | 1,053 | (344) | 709 | |||||||||||||||||||||||||||||
| Trademarks | 376 | (150) | 226 | 376 | (128) | 248 | |||||||||||||||||||||||||||||
| Other | 60 | (43) | 17 | 60 | (31) | 29 | |||||||||||||||||||||||||||||
| Other intangibles, net | $ | 2,715 | $ | (1,065) | $ | 1,650 | $ | 2,702 | $ | (882) | $ | 1,820 |
Amortization expense related to other intangibles was $101 million and $202 million for the three and six months ended June 3, 2022, respectively. Comparatively, amortization expense related to other intangibles was $88 million and $178 million for the three and six months ended June 4, 2021, respectively. Of these amounts, $59 million and $118 million were included in cost of revenue for the three and six months ended June 3, 2022, respectively, and $44 million and $89 million were included in cost of revenue for the three and six months ended June 4, 2021, respectively.
As of June 3, 2022, the estimated aggregate amortization expense in future periods was as follows:
| (in millions) | Other Intangibles (1) | |||||||
| Remainder of 2022 | $ | 203 | ||||||
| 2023 | 376 | |||||||
| 2024 | 331 | |||||||
| 2025 | 293 | |||||||
| 2026 | 142 | |||||||
| Thereafter | 286 | |||||||
| Total expected amortization expense | $ | 1,631 |
(1)Excludes capitalized in-process research and development which is considered indefinite lived until the completion or abandonment of the associated research and development efforts.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 8. ACCRUED EXPENSES
Accrued expenses as of June 3, 2022 and December 3, 2021 consisted of the following:
| (in millions) | 2022 | 2021 | |||||||||
| Accrued compensation and benefits | $ | 613 | $ | 490 | |||||||
| Accrued bonuses | 257 | 455 | |||||||||
| Accrued corporate marketing | 104 | 96 | |||||||||
| Taxes payable | 106 | 119 | |||||||||
| Other | 535 | 576 | |||||||||
| Accrued expenses | $ | 1,615 | $ | 1,736 |
Other primarily includes collateral received related to master netting arrangements, refund liabilities and general corporate accruals for local and regional expenses.
NOTE 9. STOCK-BASED COMPENSATION
Restricted Stock Units
Restricted stock unit activity for the six months ended June 3, 2022 was as follows:
| Number of Shares (in millions) | Weighted Average Grant Date Fair Value | Aggregate Fair Value**(1)** (in millions) | |||||||||||||||
| Beginning outstanding balance | 6.6 | $ | 411.52 | ||||||||||||||
| Awarded | 2.9 | $ | 511.46 | ||||||||||||||
| Released | (1.7) | $ | 374.93 | ||||||||||||||
| Forfeited | (0.4) | $ | 433.69 | ||||||||||||||
| Ending outstanding balance | 7.4 | $ | 458.63 | $ | 3,167 | ||||||||||||
| Expected to vest | 6.7 | $ | 455.52 | $ | 2,869 |
(1) The aggregate fair value is calculated using the closing stock price as of June 3, 2022 of $429.76.
The total fair value of restricted stock units vested during the six months ended June 3, 2022 was $813 million.
Performance Shares
In the first quarter of fiscal 2022, the Executive Compensation Committee of our Board of Directors (the “ECC”) approved the 2022 Performance Share Program. Shares approved under our 2022 Performance Share Program may be earned based on the achievement of (i) an objective relative total stockholder return measured over a three-year performance period, as well as (ii) revenue-based financial metrics measured over three one-year performance periods. Each type of performance goal is weighted 50% and achievement of each performance goal is determined independently of the other. Shares associated with each performance goal are not awarded until the corresponding performance targets are defined. Shares under our 2022 Performance Share Program will be earned and cliff-vest upon the later of (i) the three-year anniversary of the earliest vesting commencement date or (ii) the ECC’s certification of the level of achievement of the final performance period, contingent upon the participant’s continued service.
Our performance share awards which are contingent upon achievement of relative total stockholder return are valued using a Monte Carlo Simulation model, with compensation costs recognized over the longer of the remaining performance or service period.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Our performance share awards which are contingent upon achievement of revenue-based financial metrics are valued based on the fair market value of the award on the grant date. The related compensation costs are recognized over the longer of the remaining performance or service period based upon the expected levels of achievement, which are assessed periodically until certification by the ECC.
As of June 3, 2022, the shares awarded under our 2022, 2021 and 2020 Performance Share Programs remained outstanding and were yet to be earned. For information regarding our outstanding 2021 and 2020 Performance Share Programs, including the terms, see “Note 12. Stock-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended December 3, 2021.
Performance share activity for the six months ended June 3, 2022 was as follows:
| Number of Shares (in millions) | Weighted Average Grant Date Fair Value | Aggregate Fair Value**(1)** (in millions) | |||||||||||||||
| Beginning outstanding balance | 0.6 | $ | 408.84 | ||||||||||||||
| Awarded | 0.3 | $ | 402.24 | ||||||||||||||
| Released | (0.4) | $ | 291.15 | ||||||||||||||
| Forfeited | (0.1) | $ | 489.34 | ||||||||||||||
| Ending outstanding balance | 0.4 | $ | 495.21 | $ | 189 | ||||||||||||
| Expected to vest | 0.4 | $ | 494.30 | $ | 170 |
(1) The aggregate fair value is calculated using the closing stock price as of June 3, 2022 of $429.76.
Under our Performance Share Programs, participants generally have the ability to receive up to 200% of the target number of shares originally granted. Shares released during the six months ended June 3, 2022 resulted from 168% achievement of target for the 2019 Performance Share Program, as certified by the ECC in the first quarter of fiscal 2021. Shares awarded during the six months ended June 3, 2022 include 0.2 million additional shares awarded for the final achievement of the 2019 Performance Share Program. The remaining awarded shares were for the 2022 Performance Share Program.
The total fair value of performance shares vested during the six months ended June 3, 2022 was $192 million.
Employee Stock Purchase Plan Shares
Employees purchased 0.2 million shares at an average price of $393.30 and 0.4 million shares at an average price of $241.52 for the six months ended June 3, 2022 and June 4, 2021, respectively. The intrinsic value of shares purchased during the six months ended June 3, 2022 and June 4, 2021 was $40 million and $93 million, respectively. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares.
Compensation Costs
As of June 3, 2022, there was $2.94 billion of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards and purchase rights which will be recognized over a weighted average period of 2.40 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.
ADOBE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Total stock-based compensation costs included in our condensed consolidated statements of income for the three and six months ended June 3, 2022 and June 4, 2021 were as follows:
| Three Months | Six Months | ||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Cost of revenue | $ | 24 | $ | 17 | $ | 45 | $ | 34 | |||||||||||||||
| Research and development | 177 | 132 | 338 | 267 | |||||||||||||||||||
| Sales and marketing | 100 | 73 | 193 | 146 | |||||||||||||||||||
| General and administrative | 51 | 38 | 98 | 94 | |||||||||||||||||||
| Total | $ | 352 | $ | 260 | $ | 674 | $ | 541 |
NOTE 10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss) and activity, net of related taxes, were as follows:
| (in millions) | December 3, 2021 | Increase / Decrease | Reclassification Adjustments | June 3, 2022 | |||||||||||||||||||
| Net unrealized gains / losses on available-for-sale securities: | |||||||||||||||||||||||
| Unrealized gains on available-for-sale securities | $ | 2 | $ | (2) | $ | — | $ | — | |||||||||||||||
| Unrealized losses on available-for-sale securities | (4) | (27) | — | (31) | |||||||||||||||||||
| Net unrealized gains / losses on available-for-sale securities | (2) | (29) | — | (1) | (31) | ||||||||||||||||||
| Net unrealized gains / losses on derivative instruments designated as hedging instruments | 29 | 86 | (43) | (2) | 72 | ||||||||||||||||||
| Cumulative foreign currency translation adjustments | (164) | (72) | — | (236) | |||||||||||||||||||
| Total accumulated other comprehensive income (loss), net of taxes | $ | (137) | $ | (15) | $ | (43) | $ | (195) |
(1)Reclassification adjustments for gains / losses on available-for-sale securities are classified in other income (expense), net.
(2)Reclassification adjustments for gains / losses on foreign currency hedges are classified in revenue and reclassification adjustments for gains / losses on Treasury lock hedges are classified in interest expense.
Taxes related to each component of other comprehensive income (loss) for the three and six months ended June 3, 2022 and June 4, 2021 were not material.
NOTE 11. STOCK REPURCHASE PROGRAM
To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase shares in the open market or enter into structured repurchase agreements with third parties. In December 2020, our Board of Directors granted authority to repurchase up to $15 billion in common stock through the end of fiscal 2024.
During our first quarter of fiscal 2022, we entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution whereupon we provided them with a prepayment of $2.4 billion and received an initial delivery of 3.2 million shares of our common stock. Under the terms of the ASR, the total number of shares delivered and average purchase price paid per share will be determined upon settlement based on the Volume Weighted Average Price (“VWAP”) over the term of the ASR, less an agreed upon discount. At settlement, the financial institution may be required to deliver additional shares of our common stock to us or, under certain circumstances, we may be required to make a cash payment or deliver shares of our common stock to the financial institution, with the method of settlement at our election. As of June 3, 2022, a portion of our ASR prepayment was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity. Subsequent to June 3, 2022, the ASR was settled which resulted in total repurchases of 5.3 million shares at an average purchase price of $451.55.
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During the six months ended June 3, 2022 and June 4, 2021, we also entered into several structured stock repurchase agreements with large financial institutions, whereupon we provided them with prepayments totaling $1.2 billion and $1.95 billion, respectively. Under the terms of these structured stock repurchase agreements, the financial institutions agreed to deliver shares to us at monthly intervals during the respective contract terms, and the number of shares delivered each month was determined based on the total notional amount of the contracts, the number of trading days in the intervals and the VWAP during the intervals less an agreed upon discount.
During the six months ended June 3, 2022, we repurchased a total of 5.6 million shares, including approximately 2.4 million shares at an average price of $474.52 through structured repurchase agreements entered into during fiscal 2021 and the six months ended June 3, 2022, as well as 3.2 million shares through the ASR described above. During the six months ended June 4, 2021 we repurchased approximately 3.9 million shares at an average price of $478.58 through structured repurchase agreements entered into during fiscal 2020 and the six months ended June 4, 2021.
For the six months ended June 3, 2022, the prepayments were classified as treasury stock, a component of stockholders’ equity on our condensed consolidated balance sheets, at the payment date, though only shares physically delivered to us by June 3, 2022 were excluded from the computation of net income per share. As of June 3, 2022, $400 million of prepayment remained under our outstanding structured stock repurchase agreement.
Subsequent to June 3, 2022, as part of the December 2020 stock repurchase authority, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $1.2 billion. Upon completion of the $1.2 billion stock repurchase agreement, $8.3 billion remains under our December 2020 authority.
NOTE 12. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income per share for the three and six months ended June 3, 2022 and June 4, 2021:
| Three Months | Six Months | ||||||||||||||||||||||
| (in millions, except per share data) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net income | $ | 1,178 | $ | 1,116 | $ | 2,444 | $ | 2,377 | |||||||||||||||
| Shares used to compute basic net income per share | 472.1 | 477.8 | 472.3 | 478.3 | |||||||||||||||||||
| Dilutive potential common shares from stock plans and programs | 1.2 | 3.0 | 2.0 | 3.6 | |||||||||||||||||||
| Shares used to compute diluted net income per share | 473.3 | 480.8 | 474.3 | 481.9 | |||||||||||||||||||
| Basic net income per share | $ | 2.50 | $ | 2.34 | $ | 5.17 | $ | 4.97 | |||||||||||||||
| Diluted net income per share | $ | 2.49 | $ | 2.32 | $ | 5.15 | $ | 4.93 | |||||||||||||||
| Anti-dilutive potential common shares | 4.7 | 0.2 | 2.5 | 0.2 |
NOTE 13. COMMITMENTS AND CONTINGENCIES
Royalties
We have royalty commitments associated with the licensing of certain offerings and products. Royalty expense is generally based on a dollar amount per unit or a percentage of the underlying revenue.
Indemnifications
In the ordinary course of business, we provide indemnifications of varying scope to customers and channel partners against claims of intellectual property infringement made by third parties arising from the use of our products and from time to time, we are subject to claims by our customers under these indemnification provisions. Historically, costs related to these
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(Unaudited)
indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.
To the extent permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.
Legal Proceedings
In connection with disputes relating to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we have been, are currently and may in the future be subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be very costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel. Although we have successfully defended or resolved past litigation and disputes, we may not prevail in any ongoing or future litigation and disputes. Third-party intellectual property disputes could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from licensing certain of our products or offering certain of our services, subject us to injunctions restricting our sale of products or services, cause severe disruptions to our operations or the markets in which we compete, or require us to satisfy indemnification commitments with our customers including contractual provisions under various license arrangements and service agreements.
In addition to intellectual property disputes, we are subject to legal proceedings, claims, including claims relating to commercial, employment and other matters, and investigations, including government investigations. Some of these disputes, legal proceedings and investigations may include speculative claims for substantial or indeterminate amounts of damages. We consider all claims on a quarterly basis in accordance with GAAP and based on known facts assess whether potential losses are considered reasonably possible or probable and estimable. Based upon this assessment, we then evaluate disclosure requirements and whether to accrue for such claims in our financial statements. This determination is then reviewed and discussed with the Audit Committee of the Board of Directors.
We make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Unless otherwise specifically disclosed in this note, we have determined that no provision for liability nor disclosure is required related to any claim against us because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial.
All legal costs associated with litigation are expensed as incurred. Litigation is inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending against us. It is possible, nevertheless, that our consolidated financial position, results of operations or cash flows could be negatively affected by an unfavorable resolution of one or more of such proceedings, claims or investigations.
In connection with our anti-piracy efforts, conducted both internally and through organizations such as the Business Software Alliance, from time to time we undertake litigation against alleged copyright infringers. Such lawsuits may lead to counter-claims alleging improper use of litigation or violation of other laws. We believe we have valid defenses with respect to such counter-claims; however, it is possible that our consolidated financial position, results of operations or cash flows could be negatively affected in any particular period by the resolution of one or more of these counter-claims.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 14. DEBT
The carrying values of our borrowings as of June 3, 2022 and December 3, 2021 were as follows:
| (dollars in millions) | Issuance Date | Due Date | Effective Interest Rate | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| 1.70% 2023 Notes | February 2020 | February 2023 | 1.92% | $ | 500 | $ | 500 | ||||||||||||||||||||||||||||||||||
| 1.90% 2025 Notes | February 2020 | February 2025 | 2.07% | 500 | 500 | ||||||||||||||||||||||||||||||||||||
| 3.25% 2025 Notes | January 2015 | February 2025 | 3.67% | 1,000 | 1,000 | ||||||||||||||||||||||||||||||||||||
| 2.15% 2027 Notes | February 2020 | February 2027 | 2.26% | 850 | 850 | ||||||||||||||||||||||||||||||||||||
| 2.30% 2030 Notes | February 2020 | February 2030 | 2.69% | 1,300 | 1,300 | ||||||||||||||||||||||||||||||||||||
| Total debt outstanding, at par | $ | 4,150 | $ | 4,150 | |||||||||||||||||||||||||||||||||||||
| Current portion of debt, at par | (500) | — | |||||||||||||||||||||||||||||||||||||||
| Unamortized discount and debt issuance costs | (23) | (27) | |||||||||||||||||||||||||||||||||||||||
| Carrying value of long-term debt | $ | 3,627 | $ | 4,123 | |||||||||||||||||||||||||||||||||||||
| Current portion of debt, at par | $ | 500 | $ | — | |||||||||||||||||||||||||||||||||||||
| Unamortized discount and debt issuance costs | (1) | — | |||||||||||||||||||||||||||||||||||||||
| Carrying value of current debt | $ | 499 | $ | — |
Senior Notes
In January 2015, we issued $1 billion of senior notes due February 1, 2025. The related discount and issuance costs are amortized to interest expense over the term of the notes using the effective interest method. Interest is payable semi-annually, in arrears, on February 1 and August 1.
In February 2020, we issued $500 million of senior notes due February 1, 2023, $500 million of senior notes due February 1, 2025, $850 million of senior notes due February 1, 2027 and $1.30 billion of senior notes due February 1, 2030. Our total proceeds of approximately $3.14 billion, net of issuance discount, were used for general corporate purposes including repayment of debt instruments due in fiscal 2020. The related discount and issuance costs are amortized to interest expense over the respective terms of the notes using the effective interest method. Interest is payable semi-annually, in arrears, on February 1 and August 1.
During the first quarter of fiscal 2022, we reclassified the senior notes due February 1, 2023 as current debt in our condensed consolidated balance sheets. As of June 3, 2022, the carrying value of our current debt was $499 million, net of the related discount and issuance costs. We intend to refinance the current portion of our debt on or before the due date.
Our senior notes rank equally with our other unsecured and unsubordinated indebtedness. We may redeem the notes at any time, subject to a make-whole premium. In addition, upon the occurrence of certain change of control triggering events, we may be required to repurchase the notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The notes do not contain financial covenants but include covenants that limit our ability to grant liens on assets and to enter into sale and leaseback transactions, subject to significant allowances.
Revolving Credit Agreement
In October 2018, we entered into a credit agreement (“Revolving Credit Agreement”), providing for a five-year $1 billion senior unsecured revolving credit facility, which replaced our previous five-year $1 billion senior unsecured revolving credit agreement dated as of March 2, 2012 (as amended, the “Prior Revolving Credit Agreement”). In addition, we incurred issuance costs of $1 million which is amortized to interest expense over the term using the straight-line method. The Revolving Credit Agreement provides for loans to Adobe and certain of its subsidiaries that may be designated from time to time as additional borrowers. Pursuant to the terms of the Revolving Credit Agreement, we may, subject to the agreement of lenders to
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(Unaudited)
provide additional commitments, obtain up to an additional $500 million in commitments, for a maximum aggregate commitment of $1.5 billion. At our election, loans under the Revolving Credit Agreement will bear interest at either (i) LIBOR plus a margin, based on our debt ratings, ranging from 0.585% to 1.015% or (ii) a base rate, which is defined as the highest of (a) the agent’s prime rate, (b) the federal funds effective rate plus 0.500% or (c) LIBOR plus 1.00% plus a margin, based on our debt ratings, ranging from 0.000% to 0.015%. In addition, facility fees determined according to our debt ratings are payable on the aggregate commitments, regardless of usage, quarterly in an amount ranging from 0.04% to 0.11% per annum. We are permitted to permanently reduce the aggregate commitment under the Revolving Credit Agreement at any time. Subject to certain conditions stated in the Revolving Credit Agreement, Adobe and any of its subsidiaries designated as additional borrowers may borrow, prepay and re-borrow amounts at any time during the term of the Revolving Credit Agreement.
The Revolving Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including a financial covenant, events of default and indemnification provisions in favor of the lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, certain merger and acquisition transactions, dispositions and other matters, all subject to certain exceptions. The financial covenant, based on a quarterly financial test, requires us not to exceed a maximum leverage ratio. As of June 3, 2022, we were in compliance with this covenant.
The facility will terminate and all amounts owing thereunder will be due and payable on the maturity date unless (a) the commitments are terminated earlier upon the occurrence of certain events, including an event of default, or (b) the maturity date is further extended upon our request, subject to the agreement of the lenders.
As of June 3, 2022, there were no outstanding borrowings under this Credit Agreement.
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