ADOBE INC. — Regulatory Filings 2015

Jan 21, 2015

*Filed Pursuant to Rule 433 Registration No. 333-186144 Issuer Free Writing Prospectus dated January 21, 2015 Relating to Preliminary Prospectus Supplement dated January 21, 2015*

*ADOBE SYSTEMS INCORPORATED*

*Pricing Term Sheet*

3.250% Notes due 2025

Issuer:	Adobe Systems Incorporated (“Adobe”)
Principal Amount:	$1,000,000,000
Maturity:	February 1, 2025
Coupon:	3.250%
Price to Public:	98.928% of principal amount
Interest Payment Dates:	February 1 and August 1, commencing August 1, 2015
Day Count Convention:	30/360
Proceeds (before expenses) to Adobe:	$982,780,000
Benchmark Treasury:	2.250% due November 15, 2024
Spread to Benchmark Treasury:	155 basis points
Yield to Maturity:	3.377%
Benchmark Treasury Price and Yield:	103-25;1.827%
Optional Redemption:	Make-whole call at T+25 basis points.
	On or after the date that is 3 months prior to the maturity date, the Company may redeem the Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption.
Change of Control Triggering Event:	Putable at 101% of principal plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
Trade Date:	January 21, 2015
Settlement Date:	January 26, 2015 (T+3)
Denominations:	$2,000 and multiples of $1,000 thereafter
CUSIP/ISIN:	00724F AC5 / US0072FAC59

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Ratings:*	Moody’s: Baa1 (stable outlook)
	S&P: A- (stable outlook)
Joint Book-Running Managers:	J.P. Morgan Securities LLC
	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	RBS Securities Inc.
	Morgan Stanley & Co. LLC
	US Bancorp Investments, Inc.
	Wells Fargo Securities, LLC
Co-Managers:	Citigroup Global Markets Inc.
	HSBC Securities (USA) Inc.
	Mitsubishi UFJ Securities (USA), Inc.
	SMBC Nikko Securities America, Inc.

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.**

*The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322, J.P. Morgan Securities LLC collect at (212) 834-4533 or RBS Securities Inc. at (866)-884-2071.*

*Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.*

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