8-K

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): May 2, 2005

MACROMEDIA, INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-22688	94-3155026
(Commission File Number)	(IRS Employer Identification No.)
601 Townsend Street, San Francisco, California	94103
(Address of principal executive offices)	(Zip Code)

(415) 832-2000

(Registrant’s telephone number, including area code)

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):

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

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

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

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

Items 2.02 Results of Operations and Financial Condition.

The following information, including the press release attached as an exhibit to this Form 8-K, is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

The Company issued a press release on May 3, 2005 (the “Press Release”), announcing the Company’s results for the three and twelve months ended March 31, 2005. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K.

The Form 8-K and the information furnished herein shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Non-GAAP Financial Measures

As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

In addition to the GAAP financial measures disclosed in the Conference Call and Press Release, the Company included certain non-GAAP financial measures within the meaning of Regulation G. The Company has consistently provided these financial measures in previous earnings releases and the Company’s management believes that these measures are important to investors and other interested persons, and that investors and such other persons benefit from having a consistent basis for comparison between quarters. The Company’s management also believes these non-GAAP financial measures to be a useful measure of its corporate performance by allowing it to isolate its financial results to certain core functions of its operations.

In compliance with Regulation G, for any non-GAAP financial measures disclosed in the Conference Call and Press Release, corresponding GAAP financial measures and reconciliations have been provided on the Company’s website and in the Press Release.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) On May 2, 2005 the Company determined that at March 31, 2004, it had understated by $6.1 million a liability related to the accrued benefit of an employee sabbatical leave program adopted in fiscal year 1999 which provides paid-time-off to employees based on years of employment. The Company believes that the appropriate manner in which to correct the cumulative effect of this non-cash error is to restate previously issued financial statements for fiscal years ended March 31, 2004, 2003, 2002, 2001, 2000 and 1999. Additionally, the Company’s previously reported results for the three and nine-month periods ended December 31, 2004 included a cumulative adjustment to its income tax provision of $2.0 million related to periods prior to April 1, 2004, in order to properly remeasure the Company’s net foreign-currency denominated tax liabilities to U.S. dollars. Because Macromedia will be restating its previously issued financial statements for the employee sabbatical leave program, the Company has also restated its previously issued financial statements for fiscal years 2004, 2003 and 2002 to properly apply the provisions of Financial Accounting Standard No. 109, Income Taxes. Accordingly, the Company’s previously issued financial statements covering such periods should no longer be relied upon because of such errors.

On May 2, 2005, Macromedia’s Audit Committee discussed the matters disclosed in this Item 4.02(a) with management and KPMG LLP, the Company’s independent auditors. KPMG informed the Audit Committee that it concurs with the Company’s conclusion to restate prior periods.

The Company intends to file the restated audited financial statements and related auditors’ report by amending its Form 10-K for the fiscal year ended March 31, 2004. The Company expects to amend this filing in approximately three weeks.

A reconciliation of the Company’s financial statements and certain selected data, as originally reported, to the unaudited restated amounts is attached hereto as Exhibit 99.2 and is incorporated in this item 4.02(a) by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

Exhibit No.		Description
99.1	*	Registrant’s fourth fiscal quarter and fiscal year ended March 31, 2005 earnings release, issued May 3, 2005.
99.2		Reconciliation of previously issued financial statements to the respective unaudited restated financial statements.

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 2.02 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

SIGNATURES

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

	MACROMEDIA, INC.
Date: May 3, 2005	By:	/S/    ELIZABETH NELSON
		Elizabeth Nelson, Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Registrant’s fourth fiscal quarter and fiscal year ended March 31, 2005 earnings release, issued May 3, 2005.
99.2	Reconciliation of previously issued financial statements to the respective unaudited restated financial statements.

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 2.02 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

EX-99.1

Exhibit 99.1

Macromedia Reports Fourth Quarter and Fiscal Year 2005

Financial Results

Delivers 18% Annual Revenue Growth

Macromedia, Inc. (Nasdaq: MACR) Summary Financial Results (in millions, except per share data)	Three Months Ended March 31					Year Ended March 31
	2005			2004		2005		2004
Net Revenues	$	116		$	102	$	436	$	370
Net income (loss) per diluted share – GAAP	$	(0.03	)	$	0.19	$	0.55	$	0.54
Net income per diluted share – pro forma	$	0.23		$	0.22	$	0.85	$	0.65

San Francisco, CA — May 3, 2005 — Macromedia (Nasdaq: MACR) today reported financial results for its fiscal fourth quarter and fiscal year ended March 31, 2005. Net revenues for the quarter were $116.1 million, a 14 percent increase compared to the $102.0 million reported for the same period last year. Net revenues for fiscal year 2005 were $436.2 million, an 18 percent increase compared to the $369.8 million for fiscal year 2004.

“Macromedia has delivered an outstanding quarter and fiscal year highlighted by strong growth and solid profitability,” said Stephen Elop, CEO, Macromedia. ”We are equally proud of the strategic progress that we have made. In the last 90 days alone, we have chalked up major strategic wins in each of our growth agendas, including mobile, Flex and Breeze.”

Net loss for the fiscal fourth quarter was $2.3 million, or $0.03 per diluted share, compared to net income of $13.5 million, or $0.19 per diluted share, for the same quarter a year ago. Pro forma net income for the three months ended March 31, 2005 was $18.2 million, or $0.23 per diluted share, compared to $15.5 million, or $0.22 per diluted share, for the comparable quarter a year ago.

Net income for the year ended March 31, 2005 was $42.5 million, or $0.55 per diluted share, compared to $37.4 million, or $0.54 per diluted share, for the prior fiscal year. Pro forma net income for fiscal year 2005 was $65.2 million, or $0.85 per diluted share, compared to a pro forma net profit of $45.0 million, or $0.65 per diluted share, for fiscal year 2004.

The Company’s cash, cash equivalents and short-term investments were $378.3 million as of March 31, 2005, a $37.4 million and $95.6 million increase from December 31, 2004 and March 31, 2004, respectively. Deferred revenue was $52.0 million as of March 31, 2005, a $2.8 million and $14.6 million increase from December 31, 2004 and March 31, 2004, respectively.

Pro Forma Results

Macromedia’s pro forma operating results for the three months and fiscal year ended March 31, 2005 and 2004 differ from corresponding results reported under U.S. GAAP due to adjustments for the following items reported in its consolidated results from operations:

• The amortization and impairment of acquired developed technology and intangible assets and the write-off of in-process research and development.

• A decrease in expenses resulting from a reduction in the estimated fair value of contingencies assumed in our acquisition of eHelp Corporation in FY04.

• A restructuring charge to reflect costs associated with exiting leased facilities.

• Gains on investments in privately-held companies.

• The application of a 20 percent tax rate to pro-forma net income.

See the attached reconciliation of GAAP and pro forma results.

Business Outlook

The following statements are based upon current expectations and exclude any impacts resulting from the Company’s announced plans to be acquired by Adobe Systems Incorporated. These forward looking statements are subject to risks and uncertainties discussed below. Actual results may differ materially.

For the fiscal year ending March 31, 2006, the Company reiterated its guidance for net revenues to exceed $500 million, with gross margin between 91% and 92% of revenue, and operating profit margin trending towards 20% over the course of the year.

For the quarter ending June 30, 2005, Macromedia expects net revenues to be flat to slightly down from its March quarter, with gross margins in the 92 to 93 percent range, and an operating profit margin between 15 and 17 percent.

Restatement For A Non-Cash Operating Expense Item and Income Taxes

On May 2, 2005 the Company determined that at March 31, 2004, it had understated by $6.1 million a liability related to the accrued benefit of an employee sabbatical leave program adopted in fiscal year 1999 which provides paid-time-off to employees based on years of employment. The Company believes that the appropriate manner in which to correct the cumulative effect of this non-cash error is to restate previously issued financial statements for fiscal years ended March 31, 2004, 2003, 2002, 2001, 2000, and 1999. Additionally, the Company’s previously reported results for the three and nine-month periods ended December 31, 2004 included a cumulative adjustment to its income tax provision of $2.0 million related to periods prior to April 1, 2004, in order to properly remeasure the Company’s net foreign-currency denominated tax liabilities to U.S. dollars. Because Macromedia will be restating its previously issued financial statements for the employee sabbatical leave program, the Company has also restated its previously issued financial statements for fiscal years 2004, 2003, and 2002 to properly apply the provisions of Financial Accounting Standard No. 109, Income Taxes. The Company intends to file the restated audited financial statements and related auditor’s report by amending its Form 10-K for the fiscal year ended March 31, 2004. The impact of correcting prior period financial statements for these non-cash items is summarized in the supplemental schedules attached to the related Form 8-K we filed today, which may be accessed through the SEC’s web site at www.sec.gov or our investor relations website at http://www.macromedia.com. We expect to file an amended Form 10-K for fiscal year 2004 within the next several weeks.

Conference Call

Macromedia’s fourth quarter and fiscal year 2005 financial results will be discussed in a Macromedia Breeze presentation available after the close of market on Tuesday, May 3, 2005 at http://www.macromedia.com/MACR/. In addition, a teleconference is scheduled to begin at 2 p.m. Pacific Time / 5 p.m. Eastern Time on Tuesday, May 3, 2005. After the conclusion of the teleconference, a replay of the conference call will be available on the Company’s website.

About Macromedia

Experience matters. Macromedia is motivated by the belief that great experiences build great businesses. Our software empowers millions of business users, developers, and designers to create and deliver effective, compelling, and memorable experiences—on the Internet, on fixed media, on wireless, and on digital devices.

Cautionary Note About Forward Looking Statements

Matters discussed in this news release may be considered forward looking statements, including those under the heading “Business Outlook” that relate to expected future financial results which involve risks and uncertainties.

Such risks and uncertainties include impacts resulting from Adobe’s proposed acquisition of the Company (including but not limited to canceled or postponed purchases of the Company’s products, reduced interest in adopting and deploying the Company’s technology, reduced support for marketing and distributing of the Company’s products, and failure to attract or retain key Company personnel), customer acceptance of new products and services and new versions of existing products, the impact of competition, risks associated with integration of acquired companies and their employees, products, and technologies, the risk of adequately evolving and operating our internal systems and processes in a dynamic business environment, the risk of delays in product development and release dates, the risk of not attracting and retaining key personnel, new regulations and other government actions that may materially increase the cost of compliance and doing business, risks associated with participating in international markets (including, but not limited to, foreign policies, market instability, exchange rate fluctuation, and regulations in the applicable

foreign countries), the economic condition in the domestic and significant international markets in which the Company operates, dependence on the growth of the Internet, quarterly fluctuations of the Company’s operating results, the Company’s dependence on distributors and resellers, the risk of product returns, the challenges faced in protecting the Company’s intellectual property within and outside the U.S., the risks associated with potential litigation and intellectual property ownership claims against the Company and others in the industry, volatility of the Company’s stock, and other risks detailed from time to time in the Company’s filings with the SEC, including without limitation, its annual report on Form 10-K, and its quarterly reports on Form 10-Q, as they may be updated or amended with future filings. The actual results the Company achieves may differ materially from any forward looking statements due to such risks and uncertainties.

MACROMEDIA, INC. Condensed Consolidated Statements of Operations Impact of Pro Forma Adjustments on Reported Net Income (Loss) (In thousands, except percentages and per share data) (unaudited)

	Three Months Ended March 31, 2005									Three Months Ended March 31, 2004
	GAAP			Adjustments			Pro Forma			GAAP			Adjustments			Pro Forma
										(As Restated)(1)						(As Restated)(1)
Net revenues	$	116,054		$	—		$	116,054		$	102,006		$	—		$	102,006
Cost of revenues:
Cost of net revenues		8,789			—			8,789			7,941			—			7,941
Amortization and impairment of acquired developed technology		1,004			(1,004	)		—			911			(911	)		—
Total cost of revenues		9,793			(1,004	)		8,789			8,852			(911	)		7,941
Gross profit		106,261			1,004			107,265			93,154			911			94,065
Operating expenses:
Sales and marketing		48,112			—			48,112			42,084			—			42,084
Research and development		25,170			—			25,170			23,440			—			23,440
General and administrative		12,814			422	(A)		13,236			9,960			—			9,960
Amortization of intangible assets		241			(241	)		—			375			(375	)		—
Restructuring and other		19,172			(19,172	)		—			—			—			—
Total operating expenses		105,509			(18,991	)		86,518			75,859			(375	)		75,484
Operating income		752			19,995			20,747			17,295			1,286			18,581
Other income (expense):
Interest income, net		2,155			—			2,155			1,027			—			1,027
Gain on investments		304			(304	)(B)		—			—			—			—
Other, net		(172	)		—			(172	)		(219	)		—			(219	)
Total other income		2,287			(304	)		1,983			808			—			808
Income before income taxes		3,039			19,691			22,730			18,103			1,286			19,389
Provision for income taxes		(5,303	)		757	(C)		(4,546	)		(4,569	)		691	(C)		(3,878	)
Net income (loss)	$	(2,264	)	$	20,448		$	18,184		$	13,534		$	1,977		$	15,511
Net income (loss) per common share:
Basic	$	(0.03	)							$	0.20
Diluted	$	(0.03	)				$	0.23		$	0.19					$	0.22
Weighted average common shares outstanding used in net income per common share calculation:
Basic		73,890									67,700
Diluted		73,890						80,120			71,990						71,990
Gross Margin
Gross profit as a percentage of net revenues		92	%					92	%		91	%					92	%
Selected operating expenses as a percentage of net revenues:
Sales and marketing		41	%					41	%		41	%					41	%
Research and development		22	%					22	%		23	%					23	%
General and administrative		11	%					11	%		10	%					10	%
Operating Margin:
Operating income as a percentage of net revenues		1	%					18	%		17	%					18	%

(1) Operating income for the three months ended March 31, 2004 has been reduced from previously reported amounts by $0.3 million resulting from a non-cash restatement to properly record a liability related to an employee sabbatical leave program which provides paid time off to employees based on years of employment. For the period, income tax expense has been increased from previously reported amounts by $0.9 million resulting from a non-cash restatement to properly apply the provisions of Statement of Financial Accounting Standards No. 109, Income Taxes.

Pro forma results for the three months ended March 31, 2005 and 2004 differ from results reported under Generally Accepted Accounting Principles in the U.S. due to adjustments for the amortization and impairment of acquired developed technology and intangible assets and restructuring and other charges, as well as the following items reported in its unaudited Condensed Consolidated Statements of Operations:

(A) A non-cash offset against expense reflecting a reduction in the estimated fair value of a contingency assumed in our acquisition of eHelp Corporation.

(B) A gain related to proceeds to be received on the disposition of non-marketable securities held in a privately-held company which had no carrying value due to a write-down recorded in a prior period.

(C) Pro forma results for the three months ended months ended March 31, 2005 and 2004 reflect an assumed tax rate of 20 percent, reflecting U.S. federal and state income taxes and foreign taxes at rates other than U.S. statutory rates and exclude the non-cash impact of remeasuring foreign-currency denominated tax assets and liabilities.

MACROMEDIA, INC. Condensed Consolidated Statements of Income Impact of Pro Forma Adjustments on Reported Net Income (In thousands, except percentages and per share data) (unaudited)

	Year Ended March 31, 2005									Year Ended March 31, 2004
	GAAP			Adjustments			Pro Forma			GAAP			Adjustments			Pro Forma
										(As Restated)(1)						(As Restated)(1)
Net revenues	$	436,168		$	—		$	436,168		$	369,786		$	—		$	369,786
Cost of revenues:
Cost of net revenues		31,557			—			31,557			30,658			—			30,658
Amortization and impairment of acquired developed technology		3,236			(3,236	)		—			1,954			(1,954	)		—
Total cost of revenues		34,793			(3,236	)		31,557			32,612			(1,954	)		30,658
Gross profit		401,375			3,236			404,611			337,174			1,954			339,128
Operating expenses:
Sales and marketing		183,208			—			183,208			156,346			—			156,346
Research and development		98,722			—			98,722			91,693			—			91,693
General and administrative		44,120			2,080	(A)		46,200			37,512			—			37,512
Amortization of intangible assets		965			(965	)		—			1,135			(1,135	)		—
Write-off of acquired in-process technology		—			—			—			2,010			(2,010	)		—
Restructuring and other		19,172			(19,172	)		—			—			—			—
Total operating expenses		346,187			(18,057	)		328,130			288,696			(3,145	)		285,551
Operating income		55,188			21,293			76,481			48,478			5,099			53,577
Other income (expense):
Interest income, net		5,760			—			5,760			3,698			—			3,698
Gain on investments		1,654			(1,654	)(B)		—			927			(927	)(B)		—
Other, net		(684	)		—			(684	)		(1,000	)		—			(1,000	)
Total other income		6,730			(1,654	)		5,076			3,625			(927	)		2,698
Income before income taxes		61,918			19,639			81,557			52,103			4,172			56,275
Provision for income taxes		(19,456	)		3,145	(C)		(16,311	)		(14,683	)		3,428	(C)		(11,255	)
Net income	$	42,462		$	22,784		$	65,246		$	37,420		$	7,600		$	45,020
Net income per common share:
Basic	$	0.60								$	0.58
Diluted	$	0.55					$	0.85		$	0.54					$	0.65
Weighted average common shares outstanding used in net income per common share calculation:
Basic		70,860									64,380
Diluted		76,650						76,650			69,430						69,430
Gross Margin
Gross profit as a percentage of net revenues		92	%					93	%		91	%					92	%
Selected operating expenses as a percentage of net revenues:
Sales and marketing		42	%					42	%		42	%					42	%
Research and development		23	%					23	%		25	%					25	%
General and administrative		10	%					11	%		10	%					10	%
Operating Margin:
Operating income as a percentage of net revenues		13	%					18	%		13	%					14	%

(1) Operating income for the fiscal year ended March 31, 2004 has been reduced from previously reported amounts by $1.0 million resulting from a non-cash restatement to properly record a liability related to an employee sabbatical leave program which provides paid time off to employees based on years of employment. For the period, income tax expense has been increased from previously reported amounts by $3.1 million resulting from a non-cash restatement to properly apply the provisions of Statement of Financial Accounting Standards No. 109, Income Taxes.

Pro forma results for the fiscal years ended March 31, 2005 and 2004 differ from results reported under Generally Accepted Accounting Principles in the U.S. due to adjustments for the amortization and impairment of acquired developed technology and intangible assets, the write-off of acquired in-process technology and restructuring and other charges, as well as the following items reported in its unaudited Condensed Consolidated Statements of Operations:

(A) A decrease in expenses reflecting a reduction in the estimated fair value of a contingency assumed in our acquisition of eHelp Corporation.

(B) Gains on investments in privately-held companies related to an adjustment in the fair value of non-marketable securities in one company as well as proceeds on the disposition of other non-marketable securities which had no carrying value due to write-downs recorded in prior periods.

(C) Pro forma results for the fiscal years ended months ended March 31, 2005 and 2004 reflect an assumed tax rate of 20 percent, reflecting U.S. federal and state income taxes and foreign taxes at rates other than U.S. statutory rates and exclude the non-cash impact of remeasuring foreign-currency denominated tax assets and liabilities.

MACROMEDIA, INC. Condensed Consolidated Balance Sheets (In thousands) (unaudited)

	March 31, 2005		March 31, 2004
			(As Restated)(1)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	378,279	$	282,691
Accounts receivable, net		57,582		38,210
Prepaid expenses and other current assets		23,553		29,726
Total current assets		459,414		350,627
Property and equipment, net		109,509		45,512
Goodwill, purchased and other intangible assets, net		240,725		254,973
Deferred income taxes, non-current		22,196		16,062
Other assets		11,767		14,798
Total assets	$	843,611	$	681,972
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,355	$	5,311
Accrued liabilities and income taxes payable		85,209		78,758
Accrued restructuring		9,151		6,934
Deferred revenues		42,604		32,215
Total current liabilities		142,319		123,218
Accrued restructuring, non-current		20,171		11,657
Deferred revenues, non-current		9,413		5,173
Other liabilities, non-current		1,728		5,024
Total liabilities		173,631		145,072
Total stockholders’ equity		669,980		536,900
Total liabilities and stockholders’ equity	$	843,611	$	681,972

(1) The balance at March 31, 2004 for accrued liabilities and income taxes payable has been increased by $8.1 million from previously reported amounts to reflect the restatement to adjust the liability related to an employee sabbatical leave program and for restatements of income taxes payable.

Additionally, certain balances at March 31, 2004 contained in these unaudited Condensed Consolidated Balance Sheets have been reclassified to conform to the current presentation, including an increase in Goodwill, purchased and other intangible assets, net of $4,100 with corresponding reductions of $2,218 and $1,882 to Prepaid expenses and other current assets and Other assets, respectively.

MACROMEDIA, INC. Selected Financial Data (In millions, except percentages) (unaudited)

Selected Cash Flow Information:	Three Months Ended March 31,				Year Ended March 31,
	2005		2004		2005		2004
Depreciation and amortization	$	4.5	$	3.5	$	16.2	$	15.4
Amortization of acquired developed technology and other intangible assets	$	1.2	$	1.3	$	4.2	$	3.1
Purchase of property and equipment	$	14.5	$	2.7	$	74.0	$	25.7
Proceeds from employee stock purchase and stock option plans	$	28.5	$	9.9	$	91.6	$	55.9
Earnings before interest, taxes, depreciation and amortization:	Three Months Ended March 31,				Year Ended March 31,
	2005		2004		2005		2004
			(As Restated)(1)				(As Restated)(1)
Operating income	$	0.8	$	17.3	$	55.2	$	48.5
Depreciation and amortization		4.5		3.5		16.2		15.4
Amortization of acquired developed technology and other intangible assets		1.2		1.3		4.2		3.1
EBITDA	$	6.5	$	22.1	$	75.6	$	67.0

Net Revenues by Geography:	Three Months Ended March 31,										Year Ended March 31,
	2005				2004				% Change		2005				2004				% Change
	$		%		$		%				$		%		$		%
North America	$	59.2	51	%	$	55.8	55	%	6	%	$	234.8	54	%	$	206.4	56	%	14	%
Europe		35.2	30	%		27.4	27	%	28	%		114.5	26	%		94.4	26	%	21	%
Asia Pacific and Other		21.7	19	%		18.8	18	%	16	%		86.9	20	%		69.0	18	%	26	%
International		56.9	49	%		46.2	45	%	23	%		201.4	46	%		163.4	44	%	23	%
Net Revenues	$	116.1	100	%	$	102.0	100	%	14	%	$	436.2	100	%	$	369.8	100	%	18	%
Net Revenues by Market:	Three Months Ended March 31,										Year Ended March 31,
	2005				2004				% Change		2005				2004				% Change
	$		%		$		%				$		%		$		%
Designer and Developer	$	89.0	77	%	$	89.4	88	%	(0	)%	$	346.5	79	%	$	327.8	89	%	6	%
Business User		14.6	13	%		9.1	9	%	61	%		51.8	12	%		22.2	6	%	133	%
Consumer		10.9	9	%		1.4	1	%	697	%		31.5	7	%		11.4	3	%	176	%
Other		1.6	1	%		2.1	2	%	(31	)%		6.4	2	%		8.4	2	%	(24	)%
Net Revenues	$	116.1	100	%	$	102.0	100	%	14	%	$	436.2	100	%	$	369.8	100	%	18	%

(1) For the three months and fiscal year ended March 31, 2004, operating income decreased from previously reported amounts by $0.3 million and $1.0 million, respectively, on both a GAAP and Pro Forma basis, to reflect an adjustment related to an employee sabbatical leave program liability.

EX-99.2

Exhibit 99.2

MACROMEDIA, INC.

Consolidated Statements of Income

Reconciliation of Reported to Restated Consolidated Statements of Operations

(In thousands, except percentages and per share data)

(unaudited)

	Year Ended March 31, 2004									Year Ended March 31, 2003									Year Ended March 31, 2002
	Reported			Adjustment			As Restated			Reported			Adjustment			As Restated			Reported			Adjustment			As Restated
Net revenues	$	369,786		$	—		$	369,786		$	336,913		$	—		$	336,913		$	326,498		$	—		$	326,498
Cost of revenues:
Cost of net revenues		30,638			20			30,658			36,065			19			36,084			44,050			5			44,055
Amortization and impairment of acquired developed technology		1,954			—			1,954			21,770			—			21,770			11,332			—			11,332
Total cost of revenues		32,592			20			32,612			57,835			19			57,854			55,382			5			55,387
Gross profit		337,194			(20	)		337,174			279,078			(19	)		279,059			271,116			(5	)		271,111
Operating expenses:
Sales and marketing		155,963			383			156,346			145,297			361			145,658			170,851			113			170,964
Research and development		91,220			473			91,693			92,385			446			92,831			110,118			140			110,258
General and administrative		37,381			131			37,512			36,168			124			36,292			43,693			39			43,732
Amortization and impairment of intangible assets		1,135			—			1,135			3,207			—			3,207			103,200			—			103,200
Write-off of acquired in-process technology		2,010			—			2,010			357			—			357			—			—			—
Restructuring expenses		—			—			—			—			—			—			81,820			—			81,820
Total operating expenses		287,709			987			288,696			277,414			931			278,345			509,682			292			509,974
Operating income		49,485			(1,007	)		48,478			1,664			(950	)		714			(238,566	)		(297	)		(238,863	)
Other income (expense):
Interest income, net		3,698			—			3,698			4,117			—			4,117			6,522			—			6,522
Gain (loss) on investments and other, net		927			—			927			852			—			852			(6,980	)		—			(6,980	)
Loss on equity affiliate		—			—			—			—			—			—			(36,016	)		—			(36,016	)
Litigation settlements, net		—			—			—			(1,178	)		—			(1,178	)		(31,402	)		—			(31,402	)
Other, net		(1,000	)		—			(1,000	)		(435	)		—			(435	)		(122	)		—			(122	)
Total other income (expense)		3,625			—			3,625			3,356			—			3,356			(67,998	)		—			(67,998	)
Income (loss) before income taxes		53,110			(1,007	)		52,103			5,020			(950	)		4,070			(306,564	)		(297	)		(306,861	)
Provision for income taxes		11,626			3,057			14,683			3,448			(317	)		3,131			2,266			(399	)		1,867
Net income (loss)	$	41,484		$	(4,064	)	$	37,420		$	1,572		$	(633	)	$	939		$	(308,830	)	$	(102	)	$	(308,728	)
Net income (loss) per common share:
Basic	$	0.64					$	0.58		$	0.03					$	0.02		$	(5.31	)				$	(5.31	)
Diluted	$	0.60					$	0.54		$	0.03					$	0.02		$	(5.31	)				$	(5.31	)
Weighted average common shares outstanding used in net income per common share calculation:
Basic		64,380						64,380			60,170						60,170			58,190						58,190
Diluted		69,430						69,430			61,190						61,190			58,190						58,190

MACROMEDIA, INC.

Consolidated Balance Sheets

Reconciliation of Reported to Restated Consolidated Balance Sheets

(In thousands)

(unaudited)

	March 31, 2004									March 31, 2003
	Reported			Adjustment			As Restated			Reported			Adjustment			As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	92,662		$	—		$	92,662		$	96,831		$	—		$	96,831
Short-term investments		190,029			—			190,029			118,755			—			118,755
Accounts receivable, net		38,210			—			38,210			27,610			—			27,610
Restricted cash		16,363			—			16,363			—			—			—
Prepaid expenses and other current assets		15,581			(2,218	)(A)		13,363			13,962			(2,134	)(A)		11,828
Total current assets		352,845			(2,218	)		350,627			257,158			—			255,029
Property and equipment, net		45,512			—			45,512			34,856			—			34,856
Goodwill, net		237,839			84	(B)		237,923			201,392			416	(C)		201,808
Purchased and other intangible assets, net		12,950			4,100	(A)		17,050			4,526			4,042	(A)		8,568
Restricted cash, less current portion		7,022			—			7,022			11,412			—			11,412
Deferred income taxes, non-current		16,062			—			16,062			9,898			—			9,898
Other assets		9,658			(1,882	)(A)		7,776			8,181			(1,908	)(A)		6,273
Total assets	$	681,888		$	84		$	681,972		$	527,423		$	416		$	527,839
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,311		$	—		$	5,311		$	6,714		$	—		$	6,714
Accrued payroll and related liabilities		17,634			6,126	(C)		23,760			13,540			5,119	(C)		18,659
Accrued liabilities		41,151			—			41,151			26,350			—			26,350
Income taxes payable		11,838			2,009	(B)		13,847			10,294			(716	)(B)		9,578
Accrued restructuring		6,934			—			6,934			11,024			—			11,024
Deferred revenues		32,215			—			32,215			29,618			—			29,618
Total current liabilities		115,083			8,135			123,218			97,540			4,403			101,943
Other liabilities, non-current:
Accrued restructuring		11,657			—			11,657			20,064			—			20,064
Deferred revenues		5,173			—			5,173			4,298			—			4,298
Other liabilities		5,024			—			5,024			5,991			—			5,991
Total liabilities		136,937			8,135			145,072			127,893			4,403			132,296
Commitment and contingencies
Stockholders’ equity:
Preferred stock, par value $0.001 per preferred share: 5,000 shares authorized, no shares issued as of March 31, 2004 and 2003		—			—			—			—			—			—
Common stock, par value $0.001 per common share: 200,000 shares authorized, 70,069 and 62,965 shares issued as of March 31, 2004 and 2003, respectively		70			—			70			63			—			63
Treasury stock, at cost; 1,818 shares as of March 31, 2004 and 2003		(33,649	)		—			(33,649	)		(33,649	)		—			(33,649	)
Additional paid-in capital		855,073			—			855,073			751,134			—			751,134
Accumulated other comprehensive income		408			—			408			417			—			417
Accumulated deficit		(276,951	)		(8,051	)		(285,002	)		(318,435	)		(3,987	)		(322,422	)
Total stockholders’ equity		544,951			(8,051	)		536,900			399,530			(3,987	)		395,543
Total liabilities and stockholders’ equity	$	681,888		$	84		$	681,972		$	527,423		$	416		$	527,839

(A) Reclassifications to conform to the current presentation.

(B) Effect of non-cash restatement to properly record a liability related to income taxes.

(C) Effect of non-cash restatement to properly record a liability related to an employee sabbatical leave program and related goodwill adjustment for prior service credit granted to employees assumed in a FY 2001 acquisition.