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): December 16, 2008

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

Delaware
(State or other jurisdiction of
incorporation) 0-15175
(Commission File Number) 77-0019522
(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 December 16, 2008, Adobe issued a press release announcing financial results for its fourth fiscal quarter and fiscal year ended November 28, 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, non-GAAP effective income tax rate, and forecasted non-GAAP operating margin 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, net of the related tax impacts, that exclude: (A) stock-based and deferred compensation expenses; (B) restructuring charges; (C) amortization of purchased intangibles, technology license arrangements and incomplete technology; (D) the resolution of an income tax audit, (E) the R&D tax benefit (F) investment gains and losses; and (G) 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 and deferred compensation expenses and related tax impact.  Stock-based compensation expense consists of charges for employee stock options, restricted stock units and performance shares and employee stock purchases under Statement of Financial Accounting Standards No. 123 – revised 2004 (“SFAS 123R”) including the amortization of stock-based compensation related to unvested options assumed in connection with our acquisition of Macromedia in December 2005. Prior to the adoption of SFAS 123R in fiscal 2006, we did not include stock-based compensation expense directly in our financial statements, but elected, as permitted by SFAS 123, to disclose such expense 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.  Although stock-based compensation expense is calculated in accordance with SFAS 123R and 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. Deferred compensation expense consists of charges associated with movements in our liability related to our deferred compensation plan. Although deferred compensation expense constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires current 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

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

B.Restructuring charges and related tax impact.  In November 2008, we incurred restructuring charges associated with realigning our business strategies based on current economic conditions. In connection with these restructuring actions, we recognized costs related to termination benefits for former Adobe employees whose positions were eliminated. We also incurred restructuring charges associated with realigning our business upon the acquisition of Macromedia in December 2005 (the “Macromedia Restructuring”). The actions in the Macromedia Restructuring were taken to eliminate certain duplicative activities, focus our resources on future growth opportunities and reduce our cost structure.  In connection with the Macromedia Restructuring, we recognized costs related to termination benefits for former Adobe employees whose positions were eliminated, the closure of Adobe facilities and the cancellation of certain contracts held by us.  We exclude these charges because these expenses are not reflective of ongoing operating results in the current period.

C.Amortization of purchased intangibles, technology license arrangements 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 (i) developed technology and (ii) 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 (i) amortization of purchased intangible assets and incomplete technology in connection with certain small acquisitions and (ii) prior activity in connection with certain technology license arrangements. We exclude these items because these expenses are not reflective of ongoing operating results in the current period.

D.Income tax effect of the resolution of an income tax audit.  In the third quarter of 2008, we realized a one-time tax benefit as a result of the resolution of an income tax audit for fiscal years 2001 through 2004.  We have excluded this item because this tax benefit is unrelated to our ongoing business and operating results.

E.Net tax impact of the R&D Tax Benefit. In the first quarter of 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 year 2007 tax provision as a discrete item related to the tax credit for fiscal year 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.Investment gains and losses and related tax impact.  We incur investment gains and losses principally from realized gains or losses from the sale and exchange of marketable equity investments, other-than-temporary declines in the value of marketable and non-marketable equity securities (including those associated with our deferred compensation plan assets) and gains and losses on the sale of equity securities held 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.

G.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.

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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

99.1Press release issued on December 16, 2008 entitled “Adobe Reports Record Quarterly and Annual Revenue.”

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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: December 16, 2008	By:	/s/ MARK GARRETT
		Mark Garrett
		Executive Vice President and Chief
		Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued on December 16, 2008 entitled “Adobe Reports Record Quarterly and Annual Revenue.”

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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 Record Quarterly and Annual Revenue

Company Achieves 13 Percent Annual Growth

SAN JOSE, Calif. — December 16, 2008 — Adobe Systems Incorporated (Nasdaq:ADBE) today reported financial results for its fourth quarter and fiscal year ended November 28, 2008.

In the fourth quarter of fiscal 2008, Adobe achieved record revenue of $915.3 million, compared to $911.2 million reported for the fourth quarter of fiscal 2007 and $887.3 million reported in the third quarter of fiscal 2008.  The Company’s reported fourth quarter revenue was slightly above the preliminary revenue range of $912 million to $915 million it provided on December 3, 2008.

“Despite a difficult economic environment in 2008, we were able to achieve record revenue and double digit growth for the sixth consecutive year,” said Shantanu Narayen, president and CEO. “In addition, our consistent execution and disciplined expense management enabled us to significantly exceed our profit targets.  Although we expect 2009 will be a challenging year, we remain excited about the long term market trends driving our business, and are confident we will emerge from the current recession stronger than ever.”

Adobe Reports Record Annual Revenue in Fiscal Year 2008

In fiscal year 2008, Adobe achieved record revenue of $3.580 billion, compared to $3.158 billion in fiscal 2007.  On a year-over-year basis, annual revenue grew 13 percent and was in line with the growth target the Company provided at the outset of the year.

Adobe’s annual GAAP net income was $871.8 million in fiscal 2008, compared to $723.8 million in fiscal 2007.  Adobe’s annual non-GAAP net income was $1.136 billion in fiscal 2008, compared to $965.8 million in fiscal 2007.

GAAP diluted earnings per share for fiscal 2008 were $1.59, compared to $1.21 in fiscal 2007.  Non-GAAP diluted earnings per share for fiscal 2008 were $2.07, compared to $1.61 in fiscal 2007.

Fourth Quarter Fiscal 2008 GAAP Results

Adobe’s GAAP diluted earnings per share for the fourth quarter of fiscal 2008 were $0.46, based on 534.9 million weighted average shares. This compares with GAAP diluted earnings per share of $0.38 reported in the fourth quarter of fiscal 2007 based on 587.9 million weighted average shares, and GAAP diluted earnings per share of $0.35 reported in the third quarter of fiscal 2008 based on 541.3 million weighted average shares.

GAAP operating income was $273.2 million in the fourth quarter of fiscal 2008, compared to $275.8 million in the fourth quarter of fiscal 2007 and $219.5 million in the third quarter of fiscal 2008.  As a percent of revenue, GAAP operating income in the fourth quarter of fiscal 2008 was 29.8 percent, compared to 30.3 percent in the fourth quarter of fiscal 2007 and 24.7 percent in the third quarter of fiscal 2008.

GAAP net income was $245.9 million for the fourth quarter of fiscal 2008, compared to $222.2 million reported in the fourth quarter of fiscal 2007 and $191.6 million in the third quarter of fiscal 2008.

Fourth Quarter Fiscal 2008 Non-GAAP Results

Non-GAAP diluted earnings per share for the fourth quarter of fiscal 2008 were $0.60.  This compares with non-GAAP diluted earnings per share of $0.49 reported in the fourth quarter of fiscal 2007 and non-GAAP diluted earnings per share of $0.50 reported in the third quarter of fiscal 2008.

Adobe’s non-GAAP operating income was $374.9 million in the fourth quarter of fiscal 2008, compared to $362.2 million in the fourth quarter of fiscal 2007 and $351.9 million in the third quarter of fiscal 2008.  As a percent of revenue, non-GAAP operating income in the fourth quarter of fiscal 2008 was 41.0 percent, compared to 39.7 percent in both the fourth quarter of fiscal 2007 and the third quarter of fiscal 2008.

Non-GAAP net income was $320.9 million for the fourth quarter of fiscal 2008, compared to $289.6 million in the fourth quarter of fiscal 2007 and $269.1 million in the third quarter of fiscal 2008.

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

First Quarter Fiscal 2009 Financial Targets

For the first quarter of fiscal 2009, Adobe reaffirmed the financial targets that it previously provided on December 3, 2008.  The Company is targeting Q1 revenue of $800 million to $850 million, an operating margin of 26 to 28 percent on a GAAP basis, and an operating margin of 37 to 38 percent on a non-GAAP basis.

In addition, Adobe is targeting its share count to be between 530 million and 534 million shares in the first quarter.  The Company also is targeting non-operating income to be between $3 million and $5 million.  Adobe’s GAAP and non-GAAP tax rates are expected to be approximately 24 percent.

These targets lead to a first quarter diluted earnings per share target range of $0.30 to $0.35 on a GAAP basis, and an earnings per share target range of $0.43 to $0.47 on a non-GAAP basis.

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

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Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including those related to revenue, operating income, operating margin, non-operating income, tax rate, share count, earnings per share, business momentum and long-term market trends, 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: 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 or upgrades to existing products that meet customer requirements, introduction of new products 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, costs related to intellectual property acquisitions, disputes and litigation, inability to protect Adobe’s intellectual property from third-party infringers, use, disclosure or malicious attack, failure to realize the anticipated benefits of past or future acquisitions and difficulty in integrating such acquisitions, failure to manage Adobe’s sales and distribution channels effectively, 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, impairment of Adobe’s investment portfolio due to further deterioration of the capital markets, 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 Annual Report on Form 10-K for our fiscal year ended November 28, 2008, which the Company expects to file in January 2009.  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.

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© 2008 Adobe Systems Incorporated. All rights reserved. Adobe and the Adobe logo 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.

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

	Three Months Ended						Year Ended
	November 28, 2008			November 30, 2007			November 28, 2008			November 30, 2007
Revenue:
Products	$	864,466		$	872,375		$	3,396,542		$	3,019,524
Services and support	50,835			38,836			183,347			138,357
Total revenue	915,301			911,211			3,579,889			3,157,881
Total cost of revenue:
Products	63,732			77,286			266,389			270,818
Services and support	22,706			21,310			96,241			83,876
Total cost of revenue	86,438			98,596			362,630			354,694
Gross profit	828,863			812,615			3,217,259			2,803,187
Operating expenses:
Research and development	153,148			162,847			662,057			613,242
Sales and marketing	275,942			282,065			1,089,341			984,388
General and administrative	80,128			73,978			337,291			274,982
Restructuring charges	29,428			—			32,053			555
Amortization of purchased intangibles and incomplete technology	17,024			17,893			68,246			72,435
Total operating expenses	555,670			536,783			2,188,988			1,945,602
Operating income	273,193			275,832			1,028,271			857,585
Non-operating income (expense):
Interest and other income, net	9,069			16,858			43,847			82,724
Interest expense	(1,992		)	(78		)	(10,019		)	(253		)
Investment (loss) gain	(3,926		)	(1,935		)	16,409			7,134
Total non-operating income, net	3,151			14,845			50,237			89,605
Income before income taxes	276,344			290,677			1,078,508			947,190
Provision for income taxes	30,427			68,469			206,694			223,383
Net income	$	245,917		$	222,208		$	871,814		$	723,807
Basic net income per share	$	0.47		$	0.39		$	1.62		$	1.24
Shares used in computing basic net income per share	528,803			574,716			539,373			584,203
Diluted net income per share	$	0.46		$	0.38		$	1.59		$	1.21
Shares used in computing diluted net income per share	534,896			587,865			548,553			598,775

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Condensed Consolidated Balance Sheets

(In thousands, except per share data; unaudited)

	November 28,			November 30,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	886,450		$	946,422
Short-term investments	1,132,752			1,047,432
Trade receivables, net of allowances for doubtful accounts of $4,128 and $4,398, respectively	467,234			318,145
Other receivables	45,835			44,666
Deferred income taxes	110,713			171,472
Prepaid expenses and other assets	92,119			44,714
Total current assets	2,735,103			2,572,851
Property and equipment, net	313,037			289,758
Goodwill	2,134,730			2,148,102
Purchased and other intangibles, net	214,960			367,644
Investment in lease receivable	207,239			207,239
Other assets	216,529			128,085
	$	5,821,598		$	5,713,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	55,840		$	41,724
Accrued expenses	399,969			408,579
Accrued restructuring	35,690			3,731
Income taxes payable	27,136			215,058
Deferred revenue	243,964			183,318
Total current liabilities	762,599			852,410
Long-term liabilities:
Debt	350,000			—
Deferred revenue	31,356			25,950
Accrued restructuring	6,214			13,987
Income taxes payable	123,182			—
Deferred income taxes	117,328			148,943
Other liabilities	20,565			22,407
Total liabilities	1,411,244			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	2,396,819			2,340,969
Retained earnings	4,913,406			4,041,592
Accumulated other comprehensive income	57,222			27,948
Treasury stock, at cost (74,723 and 29,425 shares, respectively), net of reissuances	(2,957,154		)	(1,760,588		)
Total stockholders’ equity	4,410,354			4,649,982
	$	5,821,598		$	5,713,679

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Condensed Consolidated Statements of Cash Flows

(In thousands; unaudited)

	Three Months Ended
	November 28, 2008			November 30, 2007
Cash flows from operating activities:
Net income	$	245,917		$	222,208
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	69,732			78,190
Stock-based compensation expense, net of tax	33,133			(11,667		)
Net investment (gains) losses	(7,147		)	4,058
Changes in deferred revenue	42,716			17,166
Changes in operating assets and liabilities	(45,991		)	89,405
Net cash provided by operating activities	338,360			399,360
Cash flows from investing activities:
Purchases of short-term investments, net of sales and maturities	(262,489		)	358,572
Purchases of property and equipment	(23,311		)	(28,131		)
Purchases of long term investments and other assets, net of sales	(9,833		)	(26,252		)
Acquisitions, net of cash	(4,069		)	(8,798		)
Net cash (used for) provided by investing activities	(299,702		)	295,391
Cash flows from financing activities:
Purchases of treasury stock	(299,980		)	(500,002		)
Reissuances of treasury stock	17,711			161,541
Excess tax benefits from stock-based compensation	8,348			30,654
Net cash used for financing activities	(273,921		)	(307,807		)
Effect of exchange rate changes on cash and cash equivalents	(12,550		)	195
Net (decrease) increase in cash and cash equivalents	(247,813		)	387,139
Cash and cash equivalents at beginning of period	1,134,263			559,283
Cash and cash equivalents at end of period	$	886,450		$	946,422

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Non-GAAP Results

(In thousands, except per share data)

The following tables show Adobe’s non-GAAP results reconciled to GAAP results included in this release.

	Three Months Ended									Year Ended
	November 28, 2008			November 30, 2007			August 29, 2008			November 28, 2008			November 30, 2007
Operating income:
GAAP operating income	$	273,193		$	275,832		$	219,469		$	1,028,271		$	857,585
Stock-based and deferred compensation expense	33,246			39,791			48,260			172,928			149,987
Restructuring charges	29,428			—			1,194			32,053			555
Amortization of purchased intangibles, technology license arrangements and incomplete technology	38,996			46,570			82,996			202,134			200,810
Non-GAAP operating income	$	374,863		$	362,193		$	351,919		$	1,435,386		$	1,208,937
Net income:
GAAP net income	$	245,917		$	222,208		$	191,608		871,814			723,807
Stock-based and deferred compensation expense	33,246			39,791			48,260			172,928			149,987
Restructuring charges	29,428			—			1,194			32,053			555
Amortization of purchased intangibles, technology license arrangements and incomplete technology	38,996			46,570			82,996			202,134			200,810
Resolution of an income tax audit	—			—			(20,712		)	(20,712		)	—
R & D tax benefit	—			—			—			—			(12,330		)
Investment (gain) loss	3,926			1,935			(2,097		)	(16,409		)	(7,134		)
Income tax adjustments	(30,607		)	(20,893		)	(32,199		)	(106,094		)	(89,876		)
Non-GAAP net income	$	320,906		$	289,611		$	269,050		$	1,135,714		$	965,819
Diluted earnings per share:
GAAP diluted earnings per share	$	0.46		$	0.38		$	0.35		$	1.59		$	1.21
Stock-based and deferred compensation expense	0.06			0.07			0.09			0.32			0.25
Restructuring charges	0.06			—			—			0.06			—
Amortization of purchased intangibles, technology license arrangements and incomplete technology	0.07			0.08			0.15			0.37			0.34
Resolution of an income tax audit	—			—			(0.04		)	(0.04		)	—
R & D tax benefit	—			—			—			—			(0.02		)
Investment (gain) loss	0.01			—			—			(0.03		)	(0.01		)
Income tax adjustments	(0.06		)	(0.04		)	(0.05		)	(0.20		)	(0.16		)
Non-GAAP diluted earnings per share	$	0.60		$	0.49		$	0.50		$	2.07		$	1.61
Shares used computing diluted earnings per share	534,896			587,865			541,311			548,553			598,775

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	Three Months Ended									Year Ended
	November 28, 2008			November 30, 2007			August 29, 2008			November 28, 2008			November 30, 2007
Operating expenses:
GAAP operating expenses	$	555,670		$	536,783		$	556,937		$	2,188,988		$	1,945,602
Stock-based and deferred compensation expense	(32,400		)	(38,577		)	(46,841		)	(168,631		)	(144,489		)
Restructuring charges	(29,428		)	—			(1,194		)	(32,053		)	(555		)
Amortization of purchased intangibles, technology license arrangements and incomplete technology	(17,024		)	(17,893		)	(33,802		)	(85,024		)	(72,435		)
Non-GAAP operating expenses	$	476,818		$	480,313		$	475,100		$	1,903,280		$	1,728,123

	Three Months Ended						Year Ended
	November 28, 2008		November 30, 2007		August 29, 2008		November 28, 2008		November 30, 2007
Operating margin:
GAAP operating margin	29.8	%	30.3	%	24.7	%	28.7	%	27.2	%
Stock-based and deferred compensation expense	3.6		4.4		5.4		4.8		4.7
Restructuring charges	3.2		—		0.1		0.9		—
Amortization of purchased intangibles, technology license arrangements and incomplete technology	4.4		5.0		9.5		5.7		6.4
Non-GAAP operating margin	41.0	%	39.7	%	39.7	%	40.1	%	38.3	%

	Three Months November 28, 2008
Effective income tax rate:
GAAP effective income tax rate	11.0	%
Stock-based and deferred compensation expense	1.7
Restructuring charges	1.4
Amortization of purchased intangibles, technology license arrangements and incomplete technology	1.9
Resolution of an income tax audit	—
Non-GAAP effective income tax rate	16.0	%

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First Quarter Fiscal Year 2009 Non-GAAP Financial Targets

(In millions, except per share data)

The following tables show the Company’s first quarter fiscal year 2009 non-GAAP financial targets reconciled to GAAP financial targets included in this release.

	First Quarter Fiscal 2009
	Low			High
Operating margin:
GAAP operating margin	26.0		%	28.0		%
Stock-based and deferred compensation expense	5.7			5.4
Restructuring charges	1.6			1.2
Amortization of purchased intangibles, technology license arrangements and incomplete technology	3.7			3.4
Non-GAAP operating margin	37.0		%	38.0		%
	First Quarter Fiscal 2009
	Low			High
Diluted earnings per share:
GAAP diluted earnings per share	$	0.30		$	0.35
Stock-based and deferred compensation expense	0.08			0.08
Restructuring charges	0.02			0.01
Amortization of purchased intangibles, technology license arrangements and incomplete technology	0.05			0.05
Income tax adjustments	(0.02		)	(0.02		)
Non-GAAP diluted earnings per share	$	0.43		$	0.47
Shares used in computing diluted earnings per share	534.0			530.0

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 and deferred compensation impact, restructuring charges, amortization of purchased intangibles, technology license arrangements and incomplete technology, the resolution of an income tax audit, R&D tax benefit, investment gains and losses, and the related tax impact of all of these items, 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

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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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