EX-25.1 6 exhibit251s-3asrfy2013.htm EX-25.1 EXHIBIT 25.1 S-3ASR FY2013


EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
(Jurisdiction of incorporation or    
organization if not a U.S. national
bank)
 
94-1347393
(I.R.S. Employer
Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices)    
 

57104
(Zip code)


Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

Adobe Systems Incorporated
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 

77-0019522
(I.R.S. Employer
Identification No.)

345 Park Avenue 
San Jose, CA
(Address of principal executive offices)    
 

95110(Zip code)

_____________________________
Debt Securities
(Title of the indenture securities)






Item 1.    General Information. Furnish the following information as to the trustee:

(a)
Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b)
Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.
Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.    Not applicable.

Item 16. List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.
A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.
See Exhibit 2

Exhibit 4.
Copy of By-laws of the trustee as now in effect.***

Exhibit 5.
Not applicable.

Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.
Not applicable.

Exhibit 9.
Not applicable.






*    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

**    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.




SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 22nd day of January, 2013.






WELLS FARGO BANK, NATIONAL ASSOCIATION


/s/Michael Tu_____
Michael Tu
Assistant Vice President








EXHIBIT 6




January 22, 2013



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.





Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION


                    
/s/Michael Tu
Michael Tu
Assistant Vice President

























EXHIBIT 7



Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2012, filed in accordance with 12 U.S.C. §161 for National Banks.

        
 
Dollar Amounts
In Millions
ASSETS
 
Cash and balances due from depository institutions:
 
Noninterest-bearing balances and currency and coin
$
16,931

Interest-bearing balances
74,188

Securities:
 
Held-to-maturity securities
—

Available-for-sale securities
204,296

Federal funds sold and securities purchased under agreements to resell:
 
Federal funds sold in domestic offices
30

Securities purchased under agreements to resell
24,666

Loans and lease financing receivables:
 
Loans and leases held for sale
31,929

Loans and leases, net of unearned income
728,980

LESS: Allowance for loan and lease losses
14,500

Loans and leases, net of unearned income and allowance
714,480

Trading Assets
40,930

Premises and fixed assets (including capitalized leases)
7,618

Other real estate owned
4,074

Investments in unconsolidated subsidiaries and associated companies
581

Direct and indirect investments in real estate ventures
86

Intangible assets
 
Goodwill
21,545

Other intangible assets
19,703

Other assets    
57,739

Total assets
$
1,218,796

                            


                                





 
Dollar Amounts
In Millions
LIABILITIES
 
Deposits:
 
In domestic offices
$
876,434

Noninterest-bearing
234,742

Interest-bearing
641,692

In foreign offices, Edge and Agreement subsidiaries, and IBFs
76,676

Noninterest-bearing
2,323

Interest-bearing
74,353

Federal funds purchased and securities sold under agreements to repurchase:
 
Federal funds purchased in domestic offices
8,985

Securities sold under agreements to repurchase
11,823

Trading liabilities
23,232

Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)
39,783

Subordinated notes and debentures
16,786

Other liabilities
35,449

Total liabilities
1,089,168

 
 
EQUITY CAPITAL
 
Perpetual preferred stock and related surplus
—

Common stock
519

Surplus (exclude all surplus related to preferred stock)
99,518

Retained earnings
20,950

Accumulated other comprehensive income
7,541

Other equity capital components
—

Total bank equity capital
128,528

Noncontrolling (minority) interests in consolidated subsidiaries
1,100

Total equity capital
129,628

Total liabilities, and equity capital
$
1,218,796


                                    
                                    

                






                                                
        


I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared
in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.


Timothy J. Sloan
EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us
and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.


John Stumpf                Directors
David Hoyt
Carrie Tolstedt