Item 1.01 Entry into a Material Definitive Agreement.

On January 22, 2020, Adobe Inc. ("Adobe") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Underwriting Agreement provides for the issuance and sale by Adobe of $500,000,000 aggregate principal amount of the Company's 1.700% Notes due 2023 (the "2023 Notes"), (ii) $500,000,000 aggregate principal amount of the Company's 1.900% Notes due 2025 (the "2025 Notes"), (iii) $850,000,000 aggregate principal amount of the Company's 2.150% Notes due 2027 (the "2027 Notes"), and (iv) $1,300,000,000 aggregate principal amount of the Company's 2.300% Notes due 2030 (the "2030 Notes," and, together with the 2023 Notes, the 2025 Notes and the 2027 Notes, the "Notes").

The Notes were issued and sold in a public offering pursuant to a registration statement on Form S-3 (File No. 333-229364) (the "Registration Statement") filed on January 25, 2019, a related preliminary prospectus supplement filed with the Securities and Exchange Commission on January 22, 2020, and a related final prospectus supplement filed on January 24, 2020. The Underwriting Agreement contains customary representations, warranties and agreements by Adobe, and customary closing conditions, indemnification rights and termination provisions.

The net proceeds from the sale of the Notes will be approximately $3.1 billion after deducting underwriting discounts and estimated offering expenses. Adobe intends to use the net proceeds for general corporate purposes, which, among other things, will include repaying the $900.0 million in outstanding aggregate principal amount of Adobe's 4.750% senior notes due 2020, plus accrued and unpaid interest thereon, and its $2.25 billion unsecured term loan.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 8.01 Other Events.

Hogan Lovells US LLP, counsel to Adobe, has issued an opinion to Adobe dated January 22, 2020 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto and incorporated by reference herein.

Forward-Looking Statements Disclosure

This Current Report on Form 8-K may include forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including risks and uncertainties related to Adobe's use of the proceeds from the Notes. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of expectation or belief and any statements of assumptions underlying any of the foregoing. These risks, uncertainties and other factors, and the general risks associated with Adobe's business, could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to Adobe and are qualified in their entirety by this cautionary statement. For a discussion of these and other risks and uncertainties, please refer to Adobe's filings with the Securities and Exchange Commission. Except as required by law, Adobe does not assume any obligation to update any such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                 Description

    1.1         Underwriting Agreement dated January 22, 2020, by and among Adobe Inc.
              and BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp
              Investments, Inc. and Wells Fargo Securities, LLC, as representatives of
              the several underwriters named therein

    5.1         Opinion of Hogan Lovells US LLP

   23.1         Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

    104       Cover 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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