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): June 16, 2009

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):

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

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

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

oPre-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 June 16, 2009, Adobe issued a press release announcing its financial results for its second fiscal quarter ended May 29, 2009. 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 operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP operating expenses, non-GAAP tax rate and non-GAAP diluted earnings per share, and forecasted non-GAAP operating margin, non-GAAP diluted earnings per share and non-GAAP tax rate.

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, which exclude: (A) stock-based and deferred compensation expenses; (B) restructuring charges; (C) amortization of purchased intangibles and technology license arrangements; (D) investment gains and losses; and (E) 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 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.

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B.            Restructuring charges and related tax impact.  In November 2008, we initiated restructuring actions 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 and the consolidation of leased facilities. 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 and technology license arrangements 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 on-going charges related to (i) amortization of purchased intangible assets 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.            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, unrealized holding gains and losses associated with our deferred compensation plan assets (classified as trading securities) 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.

E.             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

99.1Press release issued on June 16, 2009 entitled “Adobe Reports Second Quarter Fiscal 2009 Results.”

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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: June 16, 2009	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 June 16, 2009 entitled “Adobe Reports Second Quarter Fiscal 2009 Results.”

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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 Second Quarter Fiscal 2009 Results

SAN JOSE, Calif. — June 16, 2009 — Adobe Systems Incorporated (Nasdaq:ADBE) today announced financial results for its second quarter ended May 29, 2009.

In the second quarter of fiscal 2009, Adobe achieved revenue of $704.7 million, compared to $886.9 million reported for the second quarter of fiscal 2008 and $786.4 million reported in the first quarter of fiscal 2009.

“We are pleased with the solid profit margin and earnings results we were able to deliver in Q2,” said Shantanu Narayen, president and CEO of Adobe.  “We continue to invest in our key business initiatives which will drive long-term revenue growth once the economy improves.”

Second Quarter Fiscal 2009 GAAP Results

Adobe’s GAAP diluted earnings per share for the second quarter of fiscal 2009 were $0.24, based on 528.0 million weighted average shares. This compares with GAAP diluted earnings per share of $0.40 reported in the second quarter of fiscal 2008 based on 542.4 million weighted average shares, and GAAP diluted earnings per share of $0.30 reported in the first quarter of fiscal 2009 based on 527.8 million weighted average shares.

GAAP operating income was $161.4 million in the second quarter of fiscal 2009, compared to $260.2 million in the second quarter of fiscal 2008 and $207.9 million in the first quarter of fiscal 2009.  As a percent of revenue, GAAP operating income in the second quarter of fiscal 2009 was 22.9 percent, compared to 29.3 percent in the second quarter of fiscal 2008 and 26.4 percent in the first quarter of fiscal 2009.

GAAP net income was $126.1 million for the second quarter of fiscal 2009, compared to $214.9 million reported in the second quarter of fiscal 2008 and $156.4 million in the first quarter of fiscal 2009.

Second Quarter Fiscal 2009 Non-GAAP Results

Non-GAAP diluted earnings per share for the second quarter of fiscal 2009 were $0.35.  This compares with non-GAAP diluted earnings per share of $0.50 reported in the second quarter of fiscal 2008 and non-GAAP diluted earnings per share of $0.45 reported in the first quarter of fiscal 2009.

Adobe’s non-GAAP operating income was $237.7 million in the second quarter of fiscal 2009, compared to $349.6 million in the second quarter of fiscal 2008 and $295.0 million in the first quarter of fiscal 2009.  As a percent of revenue, non-GAAP operating income in the second quarter of fiscal 2009 was 33.7 percent, compared to 39.4 percent in the second quarter of fiscal 2008 and 37.5 percent in the first quarter of fiscal 2009.

Non-GAAP net income was $185.0 million for the second quarter of fiscal 2009, compared to $272.7 million in the second quarter of fiscal 2008 and $236.8 million in the first quarter of fiscal 2009.

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

Third Quarter Fiscal 2009 Financial Targets

For the third quarter of fiscal 2009, Adobe is targeting Q3 revenue of $665 million to $715 million, an operating margin of 20.5 percent to 25.5 percent on a GAAP basis, and 31.0 percent to 35.0 percent on a non-GAAP basis.

In addition, Adobe is targeting its share count to be between 529 million and 531 million.  The Company also is targeting non-operating income to be between $1 million and $3 million.  Adobe’s GAAP tax rate is expected to be approximately 22.5 percent and the non-GAAP tax rate is expected to be approximately 23.5 percent.

These targets lead to a third quarter diluted earnings per share target range of $0.20 to $0.27 on a GAAP basis, and an earnings per share target range of $0.30 to $0.37 on a non-GAAP basis.

Reconciliation between 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, non-operating 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: 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, or unauthorized 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 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.

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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 our quarter ended May 29, 2009, which the Company expects to file in June 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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© 2009 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						Six Months Ended
	May 29,2009			May 30,2008			May 29,2009			May 30,2008
Revenue:
Products	$	660,055		$	841,301		$	1,402,254		$	1,693,263
Services and support	44,618			45,585			88,809			84,068
Total revenue	704,673			886,886			1,491,063			1,777,331
Total cost of revenue:
Products	55,758			58,229			114,676			118,034
Services and support	16,250			24,637			34,685			47,307
Total cost of revenue	72,008			82,866			149,361			165,341
Gross profit	632,665			804,020			1,341,702			1,611,990
Operating expenses:
Research and development	138,470			170,300			288,387			338,785
Sales and marketing	243,209			279,365			492,700			541,960
General and administrative	70,818			77,078			144,869			160,007
Restructuring charges	3,531			—			15,801			1,431
Amortization of purchased intangibles	15,284			17,099			30,676			34,198
Total operating expenses	471,312			543,842			972,433			1,076,381
Operating income	161,353			260,178			369,269			535,609
Non-operating income (expense):
Interest and other income, net	4,802			12,150			18,086			25,440
Interest expense	(620		)	(3,828		)	(1,412		)	(5,637		)
Investment gains (losses), net	(1,805		)	9,506			(19,051		)	18,238
Total non-operating income (expense), net	2,377			17,828			(2,377		)	38,041
Income before income taxes	163,730			278,006			366,892			573,650
Provision for income taxes	37,659			63,096			84,386			139,361
Net income	$	126,071		$	214,910		$	282,506		$	434,289
Basic net income per share	$	0.24		$	0.40		$	0.54		$	0.79
Shares used in computing basic net income per share	524,159			533,391			527,324			547,996
Diluted net income per share	$	0.24		$	0.40		$	0.53		$	0.78
Shares used in computing diluted net income per share	528,013			542,376			531,338			557,703

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Condensed Consolidated Balance Sheets
(In thousands, except per share data; unaudited)

	May 29,			November 28,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	1,226,780		$	886,450
Short-term investments	1,437,405			1,132,752
Trade receivables, net of allowances for doubtful accounts of $6,474 and $4,128, respectively	262,598			467,234
Deferred income taxes	76,907			110,713
Prepaid expenses and other assets	84,079			137,954
Total current assets	3,087,769			2,735,103
Property and equipment, net	291,720			313,037
Goodwill	2,134,997			2,134,730
Purchased and other intangibles, net	148,507			214,960
Investment in lease receivable	207,239			207,239
Other assets	193,513			216,529
Total assets	$	6,063,745		$	5,821,598
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	42,258		$	55,840
Accrued expenses	363,431			399,969
Accrued restructuring	11,728			35,690
Income taxes payable	11,024			27,136
Deferred revenue	185,191			243,964
Total current liabilities	613,632			762,599
Long-term liabilities:
Deferred revenue	28,124			31,356
Debt	350,000			350,000
Income taxes payable	137,240			123,182
Deferred income taxes	104,490			117,328
Accrued restructuring	6,559			6,214
Other liabilities	22,659			20,565
Total liabilities	1,262,704			1,411,244
Stockholders’ equity:
Preferred stock, $0.0001 par value; 2,000 shares authorized	—			—
Common stock, $0.0001 par value	61			61
Additional paid-in-capital	2,361,224			2,396,819
Retained earnings	5,195,911			4,913,406
Accumulated other comprehensive income	27,310			57,222
Treasury stock, at cost (76,304 and 74,723 shares, respectively), net of reissuances	(2,783,465		)	(2,957,154		)
Total stockholders’ equity	4,801,041			4,410,354
Total liabilities and stockholders’ equity	$	6,063,745		$	5,821,598

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Condensed Consolidated Statements of Cash Flows

(In thousands; unaudited)

	Three Months Ended
	May 29,2009			May 30,2008
Cash flows from operating activities:
Net income	$	126,071		$	214,910
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	64,725			68,656
Stock-based compensation expense, net of tax	40,959			48,387
Net investment losses	714			914
Changes in deferred revenue	(11,971		)	1,795
Changes in operating assets and liabilities	41,031			(2,871		)
Net cash provided by operating activities	261,529			331,791
Cash flows from investing activities:
Purchases of short-term investments, net of sales and maturities	(203,571		)	(27,100		)
Purchases of property and equipment	(10,312		)	(22,403		)
Purchases of long-term investments and other assets, net of sales	(3,869		)	(19,599		)
Net cash used for investing activities	(217,752		)	(69,102		)
Cash flows from financing activities:
Purchases of treasury stock	—			(150,161		)
Reissuances of treasury stock	20,215			108,957
Repayment of borrowings under credit facility	—			(100,000		)
Excess tax benefits from stock-based compensation	—			9,329
Net cash provided by (used for) financing activities	20,215			(131,875		)
Effect of exchange rate changes on cash and cash equivalents	13,863			(1,094		)
Net increase in cash and cash equivalents	77,855			129,720
Cash and cash equivalents at beginning of period	1,148,925			1,032,733
Cash and cash equivalents at end of period	$	1,226,780		$	1,162,453

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Second Quarter Fiscal Year 2009 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
	May 29,2009			May 30,2008			February 27, 2009
Operating income:
GAAP operating income	$	161,353		$	260,178		$	207,916
Stock-based and deferred compensation expense	43,284			48,388			45,007
Restructuring charges	3,531			—			12,270
Amortization of purchased intangibles and technology license arrangements	29,528			41,071			29,782
Non-GAAP operating income	$	237,696		$	349,637		$	294,975
Net income:
GAAP net income	$	126,071		$	214,910		$	156,435
Stock-based and deferred compensation expense	43,284			48,388			45,007
Restructuring charges	3,531			—			12,270
Amortization of purchased intangibles and technology license arrangements	29,528			41,071			29,782
Investment loss (gain)	1,805			(9,506		)	17,246
Income tax adjustments	(19,182		)	(22,125		)	(23,990		)
Non-GAAP net income	$	185,037		$	272,738		$	236,750
Diluted earnings per share:
GAAP diluted earnings per share	$	0.24		$	0.40		$	0.30
Stock-based and deferred compensation expense	0.08			0.09			0.09
Restructuring charges	0.01			—			0.02
Amortization of purchased intangibles and technology license arrangements	0.06			0.08			0.06
Investment loss (gain)	—			(0.02		)	0.03
Income tax adjustments	(0.04		)	(0.05		)	(0.05		)
Non-GAAP diluted earnings per share	$	0.35		$	0.50		$	0.45
Shares used in computing diluted earnings per share	528,013			542,376			527,830

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	Three Months Ended
	May 29,2009			May 30,2008			February 27, 2009
Operating expenses:
GAAP operating expenses	$	471,312		$	543,842		$	501,121
Stock-based and deferred compensation expense	(41,892		)	(47,200		)	(44,904		)
Restructuring charges	(3,531		)	—			(12,270		)
Amortization of purchased intangibles	(15,284		)	(17,099		)	(15,392		)
Non-GAAP operating expenses	$	410,605		$	479,543		$	428,555
	Three Months Ended
	May 29,2009			May 30,2008			February 27, 2009
Operating margin:
GAAP operating margin	22.9		%	29.3		%	26.4		%
Stock-based and deferred compensation expense	6.1			5.5			5.7
Restructuring charges	0.5			—			1.6
Amortization of purchased intangibles and technology license arrangements	4.2			4.6			3.8
Non-GAAP operating margin	33.7		%	39.4		%	37.5		%
Effective income tax rate:
GAAP effective income tax rate	23.0		%
Stock-based and deferred compensation expense	0.3
Amortization of purchased intangibles	0.2
Non-GAAP effective income tax rate	23.5		%

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Third Quarter Fiscal Year 2009 Non-GAAP Financial Targets

(In millions, except per share data)

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

	Third Quarter Fiscal 2009
	Low		High
Operating margin:
GAAP operating margin	20.5	%	25.5	%
Stock-based and deferred compensation expense	5.9		5.2
Restructuring charges	0.1		0.1
Amortization of purchased intangibles	4.5		4.2
Non-GAAP operating margin	31.0	%	35.0	%

	Third QuarterFiscal 2009
	Low			High
Diluted earnings per share:
GAAP diluted earnings per share	$	0.20		$	0.27
Stock-based and deferred compensation expense	0.07			0.07
Amortization of purchased intangibles	0.06			0.06
Income tax adjustments	(0.03		)	(0.03		)
Non-GAAP diluted earnings per share	$	0.30		$	0.37
Shares used in computing diluted earnings per share	531.0			529.0

	Third QuarterFiscal 2009
GAAP effective income tax rate	22.5	%
Stock-based and deferred compensation expense	0.6
Amortization of purchased intangibles	0.4
Non-GAAP effective income tax rate	23.5	%

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 and technology license arrangements, 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 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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