Obligation Adobe 4.75% ( US00724FAB76 ) en USD

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Prospectus brochure de l'obligation Adobe US00724FAB76 en USD 4.75%, échue

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00724FAB7

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TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-164378
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Amount of
Title of each Class of Securities to be Registered
Aggregate Offering Price
Registration Fee(1)

3.250% Notes due 2015
$600,000,000
$42,780

4.750% Notes due 2020
$900,000,000
$64,170

Total
$1,500,000,000
$106,950

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Prospectus Supplement
(To Prospectus dated January 15, 2010)
$1,500,000,000

Adobe Systems Incorporated
$600,000,000 3.250% Notes due 2015
$900,000,000 4.750% Notes due 2020

Adobe Systems Incorporated is offering $600,000,000 aggregate principal amount of 3.250% notes due 2015 (the
"2015 Notes") and $900,000,000 aggregate principal amount of 4.750% notes due 2020 (the "2020 Notes" and, together with
the 2015 Notes, the "Notes").
The 2015 Notes will bear interest at the rate of 3.250% per year and the 2020 Notes will bear interest at the rate of
4.750% per year. Interest will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning
August 1, 2010.
The 2015 Notes will mature on February 1, 2015 and the 2020 Notes will mature on February 1, 2020.
We may redeem some or all of the Notes at any time, each at the "make-whole premium" price indicated under the
heading "Description of the Notes--Optional Redemption" in this prospectus supplement. We will be required to make an
offer to repurchase the Notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date
of repurchase, upon the occurrence of a Change of Control Triggering Event (as defined herein). See the section entitled
"Description of the Notes--Repurchase Upon Change of Control Triggering Event" for more information.
The Notes will rank equally with all of our other existing and future unsecured and unsubordinated indebtedness
from time to time outstanding.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-7 for a discussion of certain
risks that should be considered in connection with an investment in the Notes.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the Notes or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Public
Underwriting
Proceeds
offering
discounts and
to us, before

price (1)
commissions
expenses
2015
Notes

99.826%
0.600%
99.226%
Total $ 598,956,000 $3,600,000 $ 595,356,000
2020
Notes

99.387%
0.650%
98.737%
Total $ 894,483,000 $5,850,000 $ 888,633,000
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Total $1,493,439,000 $9,450,000 $1,483,989,000
(1)
Plus accrued interest, if any, from February 1, 2010.
Interest on the Notes will accrue from February 1, 2010. The Notes will be issued in book-entry form only, in
denominations of $2,000 and multiples of $1,000 thereafter. The Notes will not be listed on any securities exchange.
Currently there is no public market for the Notes.

The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of The
Depository Trust Company and its participants, including Euroclear Bank S.A./N.C. and Clearstream Banking, S.A. on or
about February 1, 2010.

Joint Book-Running Managers
BofA Merrill Lynch
J.P. Morgan
Citi

Morgan Stanley
Wells Fargo Securities

Senior Co-Managers
BNP PARIBAS
Credit Suisse
Co-Managers
Daiwa Securities America Inc.

Mitsubishi UFJ Securities
RBS
January 25, 2010
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You should rely only on the information contained in or incorporated by reference in this prospectus supplement,
the accompanying prospectus and any free writing prospectus required to be filed with the SEC. Neither we nor the
underwriters have authorized anyone to provide you with different information. If anyone provides you with
additional or different information, you should not rely on it. Neither we nor the underwriters are making an offer of
these securities in any jurisdiction where the offer or sale of such securities is not permitted. You should not assume
that the information contained in or incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front of this prospectus supplement. Our business,
financial condition, liquidity, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

Prospectus Supplement

Page

Cautionary Note on Forward-Looking Statements
S-ii
About This Prospectus Supplement

S-iii
Summary

S-1
Ratio of Earnings to Fixed Charges

S-6
Risk Factors

S-7
Use of Proceeds
S-11
Cash and Capitalization
S-12
Description of the Notes
S-13
Material U.S. Federal Income Tax Consequences
S-22
Underwriting
S-26
Conflicts of Interest
S-29
Validity of Securities
S-29
Experts
S-29
Where You Can Find More Information
S-30
Prospectus

Page
Adobe Systems Incorporated

2
Where You Can Find More Information

3
Special Note on Forward-Looking Statements

3
Use of Proceeds

5
Dividend Policy

5
Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges
and Preferred Dividends
5
Description of Capital Stock

6
Description of Debt Securities

10
Description of Warrants

21
Description of Purchase Contracts

21
Description of Units

21
Forms of Securities

22
Plan of Distribution

24
Validity of Securities

25
Experts

25
S-i
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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and documents that are incorporated by reference in this
prospectus supplement include forward-looking statements. Forward-looking statements may be preceded by, followed by or
include the words "expects," "could," "would," "may," "anticipates," "intends," "plans," "believes," "seeks," "targets,"
"estimates," "looks for," "looks to" or similar expressions. Adobe claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. We have
based these forward-looking statements on our current expectations and projections about future events. These forward-
looking statements are subject to risks, uncertainties, and assumptions about our business. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" of this
prospectus supplement and in our Annual Report on Form 10-K incorporated by reference herein, and as may be updated in
filings we make from time to time with the U.S. Securities and Exchange Commission (the "SEC"). You should understand
that the following important factors, in addition to those discussed in the incorporated documents, could affect our future
results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-
looking statements:
·
the ongoing economic downturn and continued uncertainty in the financial markets and other adverse changes
in general economic or political conditions in any of the major countries in which Adobe does business,

·
failure to develop, market and distribute new products and services or upgrades or enhancements to existing
products and services that meet customer requirements,

·
introduction of new products, services and business models by existing and new competitors,

·
failure to successfully manage transitions to new business models and markets,

·
difficulty in predicting revenue from new businesses,

·
failure to realize the anticipated benefits of past or future acquisitions, and difficulty in integrating such
acquisitions,

·
costs related to intellectual property acquisitions, enforcement, and litigation,

·
inability to protect Adobe's intellectual property rights, including source code, from third-party infringers, or
unauthorized copying, use, disclosure, or malicious attack,

·
security vulnerabilities in Adobe's products and systems,

·
interruptions or delays in services from, security or privacy breaches, or failures in data collection from Adobe
or third-party service providers that host or deliver services,

·
failure to manage Adobe's sales and distribution channels and third-party customer service and technical
support providers effectively,

·
disruption of Adobe's business due to catastrophic events,

·
shortfalls in net revenue, margin or earnings, or the volatility of the market generally,

·
risks associated with global operations,

·
fluctuations in foreign currency exchange rates,

·
changes in, or interpretations of, accounting principles,

·
impairment of Adobe's goodwill or amortizable intangible assets,

·
changes in, or interpretations of, tax rules and regulations,
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·
Adobe's inability to recruit and retain key personnel,

·
impairment of Adobe's investment portfolio due to deterioration of the capital markets,

·
market risks associated with Adobe's equity investments, and

·
interruptions or terminations in Adobe's relationships with turnkey assemblers.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or risks, except to the extent required by applicable securities laws. If we do update one or more
forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other
forward-looking statements. New information, future events or risks could cause the forward-looking events we discuss in
this prospectus supplement, the accompanying prospectus or the documents incorporated herein by reference not to occur.
Additional information concerning these and other risks and uncertainties is contained in our other periodic filings with the
SEC.

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this
offering. This prospectus supplement also incorporates by reference the information described under "Where You Can Find
More Information." The second part is the accompanying prospectus dated January 15, 2010. The accompanying prospectus
contains a description of our debt securities and gives more general information, some of which may not apply to this
offering.
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you
should rely on the information in this prospectus supplement.
Unless we have indicated otherwise, references in this prospectus supplement to "Adobe," "we," "us" and "our"
or similar terms are to Adobe Systems Incorporated and its consolidated subsidiaries.
S-iii
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SUMMARY
The following summary highlights information contained in or incorporated by reference in this prospectus supplement
and the accompanying prospectus. It may not contain all of the information that you should consider before investing in the
Notes. You should carefully read this entire prospectus supplement, as well as the accompanying prospectus and the
documents incorporated by reference herein that are described under "Where You Can Find More Information."
Adobe Systems Incorporated
Founded in 1982, Adobe Systems Incorporated is one of the largest and most diversified software companies in the
world. We offer a line of creative, business and mobile software and services used by creative professionals, knowledge
workers, consumers, original equipment manufacturers ("OEM"), developers and enterprises for creating, managing,
delivering, optimizing and engaging with compelling content and experiences across multiple operating systems, devices and
media. We distribute our products through a network of distributors, value-added resellers, systems integrators, independent
software vendors and OEMs, direct to end users and through our own Web site at www.adobe.com. We also license our
technology to hardware manufacturers, software developers and service providers, and we offer integrated software solutions
to businesses of all sizes. We have operations in the Americas, Europe, Middle East and Africa and Asia. Our software runs
on personal computers with Microsoft Windows, Apple OS, Linux, UNIX and various non-PC platforms, depending on the
product.
Adobe was originally incorporated in California in October 1983 and was reincorporated in Delaware in May 1997.
Recent Developments
On October 23, 2009, we completed the acquisition of Omniture, Inc., an industry leader in Web analytics and online
business optimization based in Orem, Utah, for approximately $1.8 billion. We funded the acquisition with our existing cash
balances and funds available under our existing credit facility. We expect to repay outstanding amounts borrowed under our
credit facility with a portion of the proceeds from this offering. See "Use of Proceeds" in this prospectus supplement.
Customers use our Omniture products and services to manage and enhance online, offline and multi-channel business
initiatives.

Our principal executive offices are located at 345 Park Avenue, San Jose, California 95110-2704. Our telephone number
is 408-536-6000. We maintain a Web site at www.adobe.com where general information about us is available. We are not
incorporating the contents of the Web site into this prospectus supplement.
S-1
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The Offering
The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are
subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement
contains a more detailed description of the terms and conditions of the Notes.
Issuer
Adobe Systems Incorporated

Securities Offered
$600,000,000 aggregate principal amount of 3.250% Notes due 2015

$900,000,000 aggregate principal amount of 4.750% Notes due 2020

Maturity Dates
February 1, 2015 for the 2015 Notes

February 1, 2020 for the 2020 Notes

Original Issue Date
February 1, 2010

Interest Rates
Fixed rate of 3.250% for the 2015 Notes

Fixed rate of 4.750% for the 2020 Notes

Interest Payment Dates
Each February 1 and August 1, beginning on August 1, 2010, and on the maturity
date for each series of Notes.

Ranking
The Notes will be the senior unsecured obligations of Adobe Systems
Incorporated and will rank equally with all of its existing and future senior
indebtedness from time to time outstanding. All existing and future liabilities of
subsidiaries of Adobe Systems Incorporated will be structurally senior to the
Notes.

Form and Denomination
The Notes will be issued in the form of one or more fully registered global
securities, without coupons, in denominations of $2,000 in principal amount and
integral multiples of $1,000 in excess thereof. These global notes will be
deposited with the trustee as custodian for, and registered in the name of, a
nominee of The Depository Trust Company, or DTC. Except in the limited
circumstances described under "Description of the Notes--Book-Entry; Delivery
and Form; Global Note," Notes in certificated form will not be issued or
exchanged for interests in global securities.

Governing Law
New York

Use of Proceeds
The net proceeds of this offering will be used for general corporate purposes,
which, among other things, will include repaying outstanding amounts borrowed
under Adobe's credit facility. See "Use of Proceeds."
S-2
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Conflicts of Interest
We intend to use at least 5% of the net proceeds of this offering to repay
indebtedness owed by us to certain affiliates of the underwriters who are lenders
under Adobe's credit facility. See "Use of Proceeds." Accordingly, this offering is
being made in compliance with the requirements of NASD Conduct Rule 2720 of
the Financial Industry Regulatory Authority, Inc. Pursuant to this rule, the
appointment of a "qualified independent underwriter" is not necessary in
connection with this offering, as the offering is of a class of securities that are
investment grade rated. This rule provides that if at least 5% of the net proceeds
from the sale of debt securities, not including underwriting compensation, are used
to reduce or retire the balance of a loan or credit facility extended by the
underwriters or their affiliates, the underwriters who will be receiving such
proceeds as lenders cannot sell securities to discretionary accounts without the
prior written consent of the customer.

Further Issuances
Adobe Systems Incorporated may create and issue further notes of a series ranking
equally and ratably with the applicable series of Notes offered by this prospectus
supplement in all respects, so that such further notes of each series will be
consolidated and form a single series with the applicable series of Notes offered
by this prospectus supplement.

Sinking Fund
None

Optional Redemption
Adobe Systems Incorporated may redeem some or all of the Notes at any time at
the "make-whole premium" redemption prices indicated under the heading
"Description of the Notes--Optional Redemption."

Repurchase Upon a Change of Control
Upon the occurrence of a Change of Control Triggering Event, we will be
required to make an offer to purchase the Notes at a price equal to 101% of their
principal amount plus accrued and unpaid interest to the date of repurchase. See
"Description of the Notes--Repurchase Upon Change of Control Triggering
Event."

Trading
The Notes are new issues of securities with no established trading market. We do
not intend to apply for listing of the Notes on any securities exchange. The
underwriters have advised us that they intend to make a market in each series of
the Notes, but they are not obligated to do so and may discontinue market-making
at any time without notice. See "Underwriting" in this prospectus supplement for
more information about possible market-making by the underwriters.
S-3
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