-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PpioveDtCDF7FBcno7PgJTvSoci6VDdh329uunwIKK3SkC/kNiVYFqjaOjwCkt6v Cuiol5vhO7wHYL/feL2u7Q== 0001104659-08-018333.txt : 20080318 0001104659-08-018333.hdr.sgml : 20080318 20080318161111 ACCESSION NUMBER: 0001104659-08-018333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080318 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080318 DATE AS OF CHANGE: 20080318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADOBE SYSTEMS INC CENTRAL INDEX KEY: 0000796343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770019522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15175 FILM NUMBER: 08696549 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 BUSINESS PHONE: 4085366000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 8-K 1 a08-8451_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 18, 2008

Adobe Systems Incorporated

(Exact name of Registrant as specified in its charter)

Delaware		0-15175		77-0019522
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

345 Park Avenue

San Jose, California 95110-2704

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On March 18, 2008, Adobe issued a press release announcing its financial results for its first fiscal quarter ended February 29, 2008. A copy of this press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing.

The attached press release includes non-GAAP diluted earnings per share, non-GAAP net income, non-GAAP operating income, non-GAAP operating margin, non-GAAP operating expenses and forecasted non-GAAP operating margin, non-GAAP non-operating income and non-GAAP earnings per share.

These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.

For our internal budgeting and resource allocation process, we use non-GAAP financial measures that exclude: (A) the stock-based compensation impact of Statement of Financial Accounting Standards No. 123—revised 2004 (“SFAS 123R”), “Share-Based Payment” and related tax impact; (B) restructuring and other charges and related tax impact; (C) amortization of purchased intangibles and incomplete technology and related tax impact; (D) investment gains and losses and related tax impact; (E) net tax impact of the R&D tax benefit and (F) the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes. We use these non-GAAP financial measures in making operating decisions because we believe the measures provide meaningful supplemental information regarding our operational performance and give us a better understanding of how we should invest in research and development and fund infrastructure and go-to-market strategies. We use these measures to help us make budgeting decisions, for example, as between product development expenses and research and development, sales and marketing and general and administrative expenses. In addition, these non-GAAP financial measures facilitate our internal comparisons to our historical operating results and comparisons to competitors’ operating results.

As described above, we exclude the following items from one or more of our non-GAAP measures:

A. Stock-based compensation impact of SFAS 123R and related tax impact. These expenses consist of expenses for employee stock options, restricted stock units and performance shares and employee stock purchases under SFAS 123R including the amortization of stock-based compensation related to unvested options assumed in connection with our acquisition of Macromedia in December 2005. We exclude stock-based compensation expenses from our non-GAAP measures primarily because they are non-cash expenses. Prior to the adoption of SFAS 123R in fiscal 2006, we did not include stock-based compensation expenses directly in our financial statements, but elected, as permitted by SFAS 123, to disclose such expenses in the footnotes to our financial statements. As we apply SFAS 123R, we believe that it is useful to investors to understand the impact of the application of SFAS 123R to our operational performance, liquidity and our ability to invest in research and development and fund acquisitions and capital expenditures. While stock-based compensation expense calculated in accordance with SFAS 123R constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations. We further believe these measures

are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, excluding this item from various non-GAAP measures facilitates comparisons to our competitors’ operating results.

B. Restructuring and other charges and related tax impact. In December 2005, we implemented restructuring actions approved by the Board of Directors associated with realigning our business upon the acquisition of Macromedia. In fiscal 2008, adjustments were made to the estimated costs of closing redundant facilities. We exclude these items because these expenses are not reflective of ongoing operating results in the current period.

C. Amortization of purchased intangibles and incomplete technology and related tax impact. We incur amortization of purchased intangible assets primarily in connection with our acquisition of Macromedia in December 2005. Purchased intangibles include (a) developed technology and (b) core technology and patents. Developed technology relates primarily to Macromedia products across all of Macromedia product lines that had reached technological feasibility as of December 2005. Core technology and patents represent primarily a combination of Macromedia’s processes, patents and trade secrets developed through years of experience in design and development of its products. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance, liquidity and our ability to invest in research and development and fund acquisitions and capital expenditures. In addition, excluding this item from various non-GAAP measures facilitates our internal comparisons to our historical operating results and comparisons to our competitors’ operating results. We also incurred charges related to amortization of purchased intangible assets and incomplete technology in connection with certain small acquisitions. We exclude these items because these expenses are not reflective of ongoing operating results in the current period.

D. Investment gains and losses and related tax impact. We incur investment gains and losses on the sale and exchange of equity securities that are held directly and also indirectly through investment partnerships. We do not actively trade publicly-held securities nor do we rely on these securities positions for funding our ongoing operations. We exclude gains and losses and the related tax impact on these equity securities because these items are unrelated to our ongoing business and operating results.

E. Net tax impact of the R&D tax benefit. In the first quarter of fiscal 2007, Adobe realized a one time tax benefit due to the reenactment of the Federal Research and Development tax credit, which was retroactively extended to January 1, 2006. The impact of this law change was reflected in our first quarter fiscal 2007 tax provision as a discrete item related to the tax credit for fiscal 2006. Adobe has excluded this item because this tax benefit is not reflective of ongoing results and has no direct correlation to the operation of Adobe’s business.

F. Income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes. Excluding the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and the effective tax rate related to our ongoing operations.

We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP and that these measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures and that is why we qualify the use of non-GAAP financial information in a statement when non-GAAP information is presented.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued on March 18, 2008 entitled “Adobe Reports Strong Q1 Revenue and Earnings.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADOBE SYSTEMS INCORPORATED

Date: March 18, 2008	By:	/s/ MARK GARRETT
		Mark Garrett Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release issued on March 18, 2008 entitled “Adobe Reports Strong Q1 Revenue and Earnings.”

EX-99.1 2 a08-8451_1ex99d1.htm EX-99.1

Exhibit 99.1

		Investor Relations Contact
		Mike Saviage
		Adobe Systems Incorporated
		408-536-4416
		ir@adobe.com

		Public Relations Contact
		Holly Campbell
		Adobe Systems Incorporated
		408-536-6401
		campbell@adobe.com

FOR IMMEDIATE RELEASE

Adobe Reports Strong Q1 Revenue and Earnings

Company Achieves 37 Percent Year-Over-Year Revenue Growth

SAN JOSE, Calif. – March 18, 2008 – Adobe Systems Incorporated (Nasdaq:ADBE) today reported financial results for its first quarter ended February 29, 2008.

In the first quarter of fiscal 2008, Adobe achieved revenue of $890.4 million, compared to $649.4 million reported for the first quarter of fiscal 2007 and $911.2 million reported in the fourth quarter of fiscal 2007. This represents 37 percent year-over-year revenue growth. Adobe’s first quarter revenue target range was $855 to $885 million.

“Driving our strong performance in Q1 was continued demand for our Creative Suite 3 family of products, as well as another record quarter for our Acrobat product family,” said Shantanu Narayen, president and chief executive officer of Adobe. “As the proliferation of digital content accelerates, customers worldwide are looking to Adobe for solutions that enable the creation of rich, engaging experiences across a variety of media and devices. This trend will continue to drive our diverse business, and we are reaffirming our fiscal year financial targets.”

During the first quarter, Adobe repurchased 33.3 million shares of its outstanding common stock, at a cost of $1.25 billion.

First Quarter GAAP Results

Adobe’s GAAP diluted earnings per share for the first quarter of fiscal 2008 were $0.38, based on 571.3 million weighted average shares. This compares with GAAP diluted earnings per share of $0.24 reported in the first quarter of fiscal 2007 based on 604.2 million weighted average shares, and GAAP diluted earnings per share of $0.38 reported in the fourth quarter of fiscal 2007 based on 587.9 million weighted average shares. Adobe’s first quarter GAAP earnings per share target range was $0.34 to $0.36.

GAAP operating income was $275.4 million in the first quarter of fiscal 2008, compared to $146.3 million in the first quarter of fiscal 2007 and $275.8 million in the fourth quarter of fiscal 2007. As a percent of revenue, GAAP operating income in the first quarter of fiscal 2008 was 30.9 percent, compared to 22.5 percent in the first quarter of fiscal 2007 and 30.3 percent in the fourth quarter of fiscal 2007.

GAAP net income was $219.4 million for the first quarter of fiscal 2008, compared to $143.9 million reported in the first quarter of fiscal 2007, and $222.2 million in the fourth quarter of fiscal 2007.

First Quarter Non-GAAP Results

Non-GAAP diluted earnings per share for the first quarter of fiscal 2008 were $0.48. This compares with non-GAAP diluted earnings per share of $0.30 reported in the first quarter of fiscal 2007, and non-GAAP diluted earnings per share of $0.49 reported in the fourth quarter of fiscal 2007. Adobe’s first quarter non-GAAP earnings per share target range was $0.44 to $0.46.

Adobe’s non-GAAP operating income was $359.0 million in the first quarter of fiscal 2008, compared to $223.8 million in the first quarter of fiscal 2007 and $362.2 million in the fourth quarter of fiscal 2007. As a percent of revenue, non-GAAP operating income in the first quarter of fiscal 2008 was 40.3 percent, compared to 34.5 percent in the first quarter of fiscal 2007 and 39.7 percent in the fourth quarter of fiscal 2007.

Non-GAAP net income was $273.0 million for the first quarter of fiscal 2008, compared to $183.6 million in the first quarter of fiscal 2007, and $289.6 million in the fourth quarter of fiscal 2007.

A reconciliation between GAAP and non-GAAP results is provided at the end of this press release.

Adobe Provides Second Quarter Financial Targets and Reaffirms Fiscal Year 2008 Targets

For the second quarter of fiscal 2008, Adobe announced it is targeting revenue of $855 million to $885 million. The Company is targeting a GAAP operating margin of 29 to 30 percent in the second quarter. On a non-GAAP basis, the Company is targeting a second quarter operating margin of approximately 39 percent.

In addition, Adobe is targeting its share count to be between 546 million and 550 million shares in the second quarter of fiscal 2008. The Company also is targeting GAAP non-operating income to be $14 million to $16 million, and non-GAAP non-operating income to be $5 million to $7 million. Adobe’s GAAP and non-GAAP tax rate is expected to be approximately 27 percent.

These targets lead to a second quarter earnings per share target range of $0.35 to $0.37 on a GAAP basis, and a earnings per share target range of $0.45 to $0.47 on a non-GAAP basis.

For fiscal year 2008, Adobe reaffirmed it is targeting annual revenue growth of approximately 13 percent. The Company also reaffirmed it is targeting an annual GAAP operating margin of approximately 30 percent, and a non-GAAP operating margin of approximately 39 percent.

In addition, Adobe provided fiscal year 2008 earnings targets. On a GAAP basis, the Company is targeting earnings per share of $1.45 to $1.51. On a non-GAAP basis, the Company is targeting earnings per share of $1.86 to $1.92.

A reconciliation between these GAAP and non-GAAP financial targets is provided at the end of this press release.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including those related to revenue, operating margin, other income, tax rate, share count, earnings per share, and business momentum which involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: delays in development or shipment of Adobe’s new products or major new versions of existing products, introduction of new products and business models by existing and new competitors, failure to successfully manage transitions to new business models and markets, failure to anticipate and develop new products and services in response to changes in demand for

application software and software delivery, computers, printers, or other non PC-devices, adverse changes in general economic or political conditions in any of the major countries in which Adobe does business, difficulty in predicting revenue from new businesses, costs related to intellectual property acquisitions, disputes and litigation, inability to protect Adobe’s intellectual property from unauthorized copying, use, disclosure or malicious attack, failure to realize the anticipated benefits of past or future acquisitions and difficulty in integrating such acquisitions, changes to Adobe’s distribution channel, disruption of Adobe’s business due to catastrophic events, risks associated with international operations, fluctuations in foreign currency exchange rates, changes in, or interpretations of, accounting principles, impairment of Adobe’s goodwill or intangible assets, unanticipated changes in, or interpretations of, tax rules and regulations, Adobe’s inability to attract and retain key personnel, market risks associated with Adobe’s equity investments, and interruptions or terminations in Adobe’s relationships with turnkey assemblers. For further discussion of these and other risks and uncertainties, individuals should refer to Adobe’s SEC filings.

The financial information set forth in this press release reflects estimates based on information available at this time. These amounts could differ from actual reported amounts stated in Adobe’s Quarterly Report on Form 10-Q for the first quarter ended February 29, 2008, which the Company expects to file in April, 2008. Adobe does not undertake an obligation to update forward-looking statements.

About Adobe Systems Incorporated

Adobe revolutionizes how the world engages with ideas and information – anytime, anywhere and through any medium. For more information, visit www.adobe.com.

###

© 2008 Adobe Systems Incorporated. All rights reserved. Adobe, the Adobe logo, Acrobat and Creative Suite are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. All other trademarks are the property of their respective owners.

Condensed Consolidated Statements of Income
(In thousands, except per share data; unaudited)

	Three Months Ended
	February 29, 2008			March 2, 2007

Revenue:
Products	$	851,962		$	620,298
Services and support	38,483			29,109
Total revenue	890,445			649,407

Total cost of revenue:
Products	59,805			53,815
Services and support	22,670			18,448
Total cost of revenue	82,475			72,263

Gross profit	807,970			577,144

Operating expenses:
Research and development	168,485			137,129
Sales and marketing	262,595			214,678
General and administrative	82,929			61,275
Restructuring and other charges	1,431			—
Amortization of purchased intangibles	17,099			17,725
Total operating expenses	532,539			430,807

Operating income	275,431			146,337

Non-operating income:
Interest and other income, net	13,290			22,515
Interest expense	(1,809		)	(51		)
Investment gain	8,732			5,601
Total non-operating income	20,213			28,065

Income before income taxes	295,644			174,402
Provision for income taxes	76,265			30,551

Net income	$	219,379		$	143,851

Basic net income per share	$	0.39		$	0.24

Shares used in computing basic net income per share	561,113			587,969

Diluted net income per share	$	0.38		$	0.24

Shares used in computing diluted net income per share	571,259			604,249

Condensed Consolidated Balance Sheets

(In thousands, except per share data; unaudited)

	February 29,			November 30,
	2008			2007

ASSETS

Current assets:
Cash and cash equivalents	$	1,032,733		$	946,422
Short-term investments	682,511			1,047,432
Trade receivables, net of allowances for doubtful accounts of $4,271 and $4,398, respectively	293,266			318,145
Other receivables	38,839			44,666
Deferred income taxes	132,892			171,472
Prepaid expenses and other assets	46,031			44,840
Total current assets	2,226,272			2,572,977

Property and equipment, net	297,522			289,758
Goodwill	2,144,368			2,148,102
Purchased and other intangibles, net	357,221			402,619
Investment in lease receivable	207,239			207,239
Other assets	108,279			92,984
	$	5,340,901		$	5,713,679

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Trade and other payables	$	62,019		$	66,867
Accrued expenses	368,978			383,436
Accrued restructuring	5,956			3,731
Income taxes payable	40,931			215,058
Deferred revenue	191,662			183,318
Total current liabilities	669,546			852,410

Long-term liabilities:
Deferred revenue	22,956			25,950
Deferred income taxes	146,344			148,943
Income taxes payable	197,741			—
Debt	450,000			—
Accrued restructuring	12,069			13,987
Other liabilities	28,095			22,407
Total liabilities	1,526,751			1,063,697

Stockholders’ equity:
Preferred stock, $0.0001 par value; 2,000 shares authorized	—			—
Common stock, $0.0001 par value	61			61
Additional paid-in-capital	2,317,582			2,340,969
Retained earnings	4,260,970			4,041,592
Accumulated other comprehensive income	26,215			27,948
Treasury stock, at cost (59,963 and 29,425 shares, respectively), net of reissuances	(2,790,678		)	(1,760,588		)
Total stockholders’ equity	3,814,150			4,649,982
	$	5,340,901		$	5,713,679

Condensed Consolidated Statements of Cash Flows

(In thousands; unaudited)

	Three Months Ended
	February 29, 2008			March 2, 2007
Cash flows from operating activities:
Net income	$	219,379		$	143,851
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	69,202			68,498
Stock-based compensation expense, net of tax	43,034			46,285
Net investment (gains)	(9,493		)	(5,835		)
Changes in deferred revenue	5,350			7,585
Changes in operating assets and liabilities	71,828			10,736

Net cash provided by operating activities	399,300			271,120

Cash flows from investing activities:
Sales and maturities of short-term investments, net of purchases	362,592			(249,540		)
Purchases of property and equipment	(26,268		)	(48,300		)
Purchases of long term investments and other assets, net of sales	(8,038		)	(9,517		)
Cash paid for acquisitions	485			(3,094		)

Net cash provided by (used for) investing activities	328,771			(310,451		)

Cash flows from financing activities:
Purchases of treasury stock	(1,150,022		)	(301,468		)
Reissuances of treasury stock	53,510			94,033
Proceeds from borrowings under credit facility	450,000			—
Excess tax benefits from stock-based compensation	—			1,556

Net cash used for financing activities	(646,512		)	(205,879		)

Effect of exchange rate changes on cash and cash equivalents	4,752			(1,260		)

Net increase (decrease) in cash and cash equivalents	86,311			(246,470		)

Cash and cash equivalents at beginning of period	946,422			772,500

Cash and cash equivalents at end of period	$	1,032,733		$	526,030

Non-GAAP Results

(In thousands, except per share data)

The following table shows the Company’s non-GAAP results reconciled to GAAP results included in this release for the quarters ended February 29, 2008, March 2, 2007 and November 30, 2007.

	Three Months Ended
	February 29, 2008			March 2, 2007			November 30, 2007

GAAP operating income	$	275,431		$	146,337		$	275,832
Stock-based compensation	43,034			31,852			39,791
Restructuring and other charges	1,431			—			—
Amortization of purchased intangibles	39,071			45,644			46,570
Non-GAAP operating income	$	358,967		$	223,833		$	362,193

GAAP net income	$	219,379		$	143,851		$	222,208
Stock-based compensation, net of tax	30,859			23,089			30,401
Restructuring and other charges, net of tax	1,026			—			—
Amortization of purchased intangibles, net of tax	28,018			32,606			35,524
R&D tax benefit, net of tax	—			(12,330		)	—
Investment (gain) loss, net of tax	(6,262		)	(3,592		)	1,478
Non-GAAP net income	$	273,020		$	183,624		$	289,611

Diluted net income per share:

GAAP net income	$	0.38		$	0.24		$	0.38
Stock-based compensation, net of tax	0.06			0.04			0.05
Restructuring and other charges, net of tax	—			—			—
Amortization of purchased intangibles, net of tax	0.05			0.05			0.06
R&D tax benefit, net of tax	—			(0.02		)	—
Investment gain, net of tax	(0.01		)	(0.01		)	—
Non-GAAP net income	$	0.48		$	0.30		$	0.49

Shares used computing diluted net income per share	571,259			604,249			587,865

The following tables show the Company’s reconciliation of non-GAAP to GAAP operating expense and operating margin for the quarters ended February 29, 2008, March 2, 2007 and November 30, 2007.

	Three Months Ended
	February 29, 2008			March 2, 2007			November 30, 2007

GAAP operating expenses	$	532,539		$	430,807		$	536,783
Stock-based compensation	(42,190		)	(30,648		)	(38,577		)
Restructuring and other charges	(1,431		)	—			—
Amortization of purchased intangibles	(17,099		)	(17,725		)	(17,893		)
Non-GAAP operating expenses	$	471,819		$	382,434		$	480,313

	Three Months Ended
	February 29, 2008		March 2, 2007		November 30, 2007

GAAP operating margin	30.9	%	22.5	%	30.3	%
Stock-based compensation	4.8		4.9		4.4
Restructuring and other charges	0.2		—		—
Amortization of purchased intangibles	4.4		7.1		5.0
Non-GAAP operating margin	40.3	%	34.5	%	39.7	%

The following table shows the Company’s reconciliation of non-GAAP to GAAP effective tax rate for the quarter ended February 29, 2008.

	February 29, 2008

GAAP effective income tax rate	25.8	%
Stock-based compensation	0.3
Amortization of purchased intangibles	0.3
Investment gain	(0.1	)
Non-GAAP effective income tax rate	26.3	%

Second Quarter and Fiscal Year 2008 Non-GAAP Financial Targets

(In millions, except per share data)

The following tables show the Company’s second quarter and fiscal year 2008 non-GAAP financial targets reconciled to GAAP financial targets included in this release.

	Second Quarter Fiscal 2008								Fiscal
	Low				High				2008

GAAP operating margin	29.0			%	30.0			%	30.0		%
Stock-based compensation	5.3				4.7				4.7
Amortization of purchased intangibles	4.7				4.3				4.3
Non-GAAP operating margin	39.0			%	39.0			%	39.0		%

	Second Quarter Fiscal 2008
	Low				High

Non-operating income:

GAAP non-operating income	$		14.0		$		16.0
Investment gain	(9.0			)	(9.0			)
Non-GAAP non-operating income	$		5.0		$		7.0

	Second Quarter Fiscal 2008								Fiscal 2008
	Low				High				Low			High

Diluted net income per share:

GAAP net income per share	$	0.35			$	0.37			$	1.45		$	1.51
Stock-based compensation, net of tax	0.06				0.06				0.22			0.22
Amortization of purchased intangibles, net of tax	0.05				0.05				0.20			0.20
Investment gain, net of tax	(0.01			)	(0.01			)	(0.01		)	(0.01		)
Non-GAAP net income per share	$	0.45			$	0.47			$	1.86		$	1.92

Shares used in computing diluted net income per share	550.0				546.0				555.0			551.0

Adobe continues to provide all information required in accordance with GAAP, but believes evaluating its ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Accordingly, Adobe uses non-GAAP financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. Adobe’s management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Adobe presents such non-GAAP financial measures in reporting its financial

results to provide investors with an additional tool to evaluate Adobe’s operating results in a manner that focuses on what Adobe believes to be its ongoing business operations. Adobe’s management believes it is useful for itself and investors to review, as applicable, both GAAP information that includes the stock-based compensation impact of SFAS 123R, restructuring and other charges, amortization of purchased intangibles and incomplete technology, investment gains and losses and the related tax impact of these items, the net tax impact of the R&D tax benefit, the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes, and the non-GAAP measures that exclude such information in order to assess the performance of Adobe’s business and for planning and forecasting in subsequent periods. Whenever Adobe uses such a non-GAAP financial measure, it provides a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed above.

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