UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 1, 2006~~August 31, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___________~~____________ to ~~___________~~____________

Commission ~~file~~File Number: 0-15175

ADOBE SYSTEMS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		77-0019522
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

345 Park Avenue, San Jose, California 95110-2704

(Address of principal executive offices and zip code)

(408) 536-6000

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 (the “Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act). Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares outstanding of the registrant’s common stock as of September ~~29, 2006~~28, 2007 was ~~583,343,840.~~573,787,932.

ADOBE SYSTEMS INCORPORATED
FORM 10-Q

TABLE OF CONTENTS

			Page No.
	PART I—FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets ~~September~~August 31, 2007 and December 1, 2006 ~~and December 2, 2005~~	3
	Condensed Consolidated Statements of Income Three and Nine Months Ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~	4
	Condensed Consolidated Statements of Cash Flows Nine Months Ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3723
Item 3.	Quantitative and Qualitative Disclosures ~~About~~about Market Risk	5235
Item 4.	Controls and Procedures	5235
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	5336
Item 1A.	Risk Factors	5436
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6144
Item 5.	Other Information	6145
Item 6.	Exhibits	6246
Signature		6752
Summary of Trademarks		6853

PART I—FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ADOBE SYSTEMS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

	September 1,				December 2,			August 31,			December 1,
	2006				2005			2007			2006
ASSETS
Current assets:
Cash and cash equivalents		$	644,754		$	420,818		$	559,283		$	772,500
Short-term investments		1,341,698			1,280,016			1,396,431			1,508,379
Trade receivables, net		284,586			173,245
Trade receivables, net of allowances for doubtful accounts of $5,091 and $6,798, respectively								260,953			356,815
Other receivables		46,105			31,504			60,721			51,851
Deferred income taxes		138,504			58,710			168,783			155,613
Prepaid expenses and other current assets		40,907			44,285
Prepaid expenses and other assets								59,059			39,311
Total current assets		2,496,554			2,008,578			2,505,230			2,884,469
Property and equipment, net		212,875			103,549			278,722			227,197
Goodwill		2,147,557			118,683			2,153,093			2,149,494
Purchased and other intangibles, net		541,542			16,477			438,260			506,405
Investment in lease receivable		126,800			126,800			207,239			126,800
Other assets		95,457			66,228			83,917			68,183
		$	5,620,785		$	2,440,315		$	5,666,461		$	5,962,548
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade and other payables		$	38,624		$	41,042		$	64,374		$	55,031
Accrued expenses		253,389			226,915			349,263			303,550
Accrued restructuring		12,618			70			5,849			10,088
Income taxes payable		149,557			154,529			223,816			178,368
Deferred revenue		103,509			57,839			164,442			130,310
Total current liabilities		557,697			480,395			807,744			677,347
Long-term liabilities
Long-term liabilities:
Deferred revenue		21,282			9,731			27,660			32,644
Deferred income taxes		95,565			78,800			60,777			70,715
Accrued restructuring		24,218			—			15,887			21,984
Other liabilities		8,204			7,063			21,393			7,982
Total liabilities		706,966			575,989			933,461			810,672
Stockholders’ equity:
Common stock, $0.0001 par value		56			54
Preferred stock, $0.0001 par value; 2,000 shares authorized, none issued								—			—
Common stock, $0.0001 par value; 900,000 shares authorized; 600,834 shares issued and outstanding								61			61
Additional paid-in-capital		2,437,694			1,350,692			2,432,489			2,451,610
Retained earnings		3,161,131			2,838,566			3,819,384			3,317,785
Accumulated other comprehensive income (loss)		1,762			(914		)
Treasury stock at cost (18,932 and 102,799 shares, respectively), net of re-issuances		(686,824		)	(2,324,072		)
Accumulated other comprehensive income								13,700			6,344
Treasury stock, at cost (25,153 and 13,608 shares, respectively), net of re-issuances								(1,532,634		)	(623,924		)
Total stockholders’ equity		4,913,819			1,864,326			4,733,000			5,151,876
Total liabilities and stockholders’ equity		$	5,620,785		$	2,440,315
								$	5,666,461		$	5,962,548

See accompanying Notes to Condensed Consolidated Financial ~~Statements.~~Statements.

ADOBE SYSTEMS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

	Three Months Ended								Nine Months Ended						Three Months Ended							Nine Months Ended
	September 1, 2006				September 2, 2005				September 1, 2006			September 2, 2005			August 31, 2007			September 1, 2006				August 31, 2007		September 1, 2006
Revenue:
Products		$	579,185			$	476,054		$	1,830,905		$	1,424,821		$	813,382			$	579,185		$	2,147,149	$	1,830,905
Services and support		23,006				10,985			62,220			31,129			38,304				23,006			99,521		62,220
Total revenue		602,191				487,039			1,893,125			1,455,950			851,686				602,191			2,246,670		1,893,125
Cost of revenue:
Total cost of revenue:
Products		53,308				21,593			165,426			65,222			69,002				53,308			193,532		165,426
Services and support		16,171				5,887			47,406			16,661			23,619				16,171			62,566		47,406
Total cost of revenue		69,479				27,480			212,832			81,883			92,621				69,479			256,098		212,832
Gross profit		532,712				459,559			1,680,293			1,374,067			759,065				532,712			1,990,572		1,680,293
Operating expenses:
Research and development		130,440				94,586			401,268			270,681			163,217				130,440			450,395		401,268
Sales and marketing		217,203				143,748			641,418			446,094			251,243				217,203			702,323		641,418
General and administrative		57,311				37,637			177,324			120,788			71,132				57,311			201,004		177,324
Restructuring and other charges		32				—			20,251			—			555				32			555		20,251
Amortization of purchased intangibles		17,693				—			52,111			—
Amortization of purchased intangibles and incomplete technology															17,893				17,693			54,542		52,111
Total operating expenses		422,679				275,971			1,292,372			837,563			504,040				422,679			1,408,819		1,292,372
Operating income		110,033				183,588			387,921			536,504			255,025				110,033			581,753		387,921
Non-operating income:
Investment loss, net		(5,113		)		(2,044		)	(3,718		)	(6,299		)
Investment gain (loss)															(694		)		(5,113		)	9,069		(3,718		)
Interest and other income, net		18,092				12,420			47,563			28,352			22,664				18,092			65,691		47,563
Total non-operating income		12,979				10,376			43,845			22,053			21,970				12,979			74,760		43,845
Income before income taxes		123,012				193,964			431,766			558,557			276,995				123,012			656,513		431,766
Provision for income taxes		28,616				49,048			109,201			111,969			71,752				28,616			154,914		109,201
Net income		$	94,396			$	144,916		$	322,565		$	446,588		$	205,243			$	94,396		$	501,599	$	322,565
Basic net income per share		$	0.16			$	0.29		$	0.54		$	0.91		$	0.35			$	0.16		$	0.85	$	0.54
Shares used in computing basic net income per share		586,433				491,710			594,023			489,017			583,670				586,433			587,141		594,023
Diluted net income per share		$	0.16			$	0.29		$	0.53		$	0.88		$	0.34			$	0.16		$	0.83	$	0.53
Shares used in computing diluted net income per share		600,882				507,821			612,791			507,860			597,334				600,882			602,263		612,791
Cash dividends declared per share		$	—			$	—		$	—		$	0.00625

See accompanying Notes to Condensed Consolidated Financial Statements.

ADOBE SYSTEMS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Nine Months Ended								Nine Months Ended
	September 1, 2006				September 2, 2005				August 31, 2007			September 1, 2006
Cash flows from operating activities:
Net income		$	322,565			$	446,588		$	501,599			$	322,565
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		216,809				47,880
Stock compensation expense		131,023				292
Depreciation, amortization and accretion									237,274				232,546
Stock-based compensation									110,090				131,023
Tax benefit from employee stock option plans									75,878				81,587
Retirements of property and equipment									604				—
Provision (recovery) for losses on receivables									(1,632		)		724
Net (gains) losses on sales and impairments of investments									(10,834		)		12,055
Deferred income taxes		7,871				(40,293		)	(20,405		)		7,871
Provision for (recovery of) losses on receivables		724				(678		)
Tax benefit from employee stock option plans		—				63,802
Excess tax benefits from stock based compensation		(81,587		)		—
Acquired incomplete technology		2,255				—
Net losses on sales and impairments of investments		12,055				6,318
Retirements of property and equipment		—				1,115
Excess tax benefits from stock-based compensation									(54,396		)		(75,822		)
Changes in operating assets and liabilities, net of acquired assets and liabilities:
Receivables		(35,403		)		(28,096		)	94,903				(35,403		)
Other current assets		21,732				(16,106		)
Prepaid expenses and other current assets									(16,135		)		12,136
Trade and other payables		(4,516		)		(6,070		)	9,052				(4,516		)
Accrued expenses		(79,591		)		4,500			34,919				(79,591		)
Accrued restructuring		(36,181		)		—			(10,547		)		(36,181		)
Income taxes payable		79,975				28,379			64,746				(1,612		)
Deferred revenue		41,527				469			25,971				41,527
Net cash provided by operating activities		599,258				508,100			1,041,087				608,909
Cash flows from investing activities:
Purchases of short-term investments		(1,084,547		)		(1,571,668		)	(1,755,079		)		(1,082,020		)
Maturities of short-term investments		275,965				217,855			335,895				275,965
Sales of short-term investments		749,495				966,312			1,531,651				733,486
Acquisitions of property and equipment		(50,169		)		(38,106		)
Purchases of property and equipment									(103,944		)		(50,169		)
Purchases of long-term investments and other assets		(18,595		)		(24,338		)	(85,173		)		(18,595		)
Cash received from (paid for) acquisitions		461,906				(9,541		)
Investment in lease receivable									(80,439		)		—
Acquisitions, net of cash									(66,730		)		471,502
Issuance costs for credit facility									(838		)		—
Proceeds from sale of equity securities		8,490				1,241			11,310				8,490
Net cash provided by (used for) investing activities		342,545				(458,245		)
Net cash (used for) provided by investing activities									(213,347		)		338,659
Cash flows from financing activities:
Purchase of treasury stock		(1,164,249		)		(100,092		)
Purchases of treasury stock									(1,451,525		)		(1,164,249		)
Proceeds from issuance of treasury stock		360,994				249,665			354,652				360,994
Excess tax benefits from stock based compensation		81,587				—
Excess tax benefits from stock-based compensation									54,396				75,822
Proceeds from issuance of common stock		306				—			—				306
Payment of dividends		—				(3,044		)
Net cash provided by (used for) financing activities		(721,362		)		146,529
Net cash used for financing activities									(1,042,477		)		(727,127		)
Effect of foreign currency exchange rates on cash and cash equivalents		3,495				(1,277		)	1,520				3,495
Net increase in cash and cash equivalents		223,936				195,107
Net (decrease) increase in cash and cash equivalents									(213,217		)		223,936
Cash and cash equivalents at beginning of period		420,818				259,061			772,500				420,818
Cash and cash equivalents at end of period		$	644,754			$	454,168		$	559,283			$	644,754
Supplemental disclosures:
Common and treasury stock issued and stock options assumed for acquisition of Macromedia		$	3,436,725			$	—		$	—			$	3,436,725
Cash paid for income taxes, net of refunds									$	38,434			$	24,138

See accompanying Notes to Condensed Consolidated Financial Statements.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except ~~share and~~ per share data)
(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~(Continued)~~

~~Basis of Presentation~~

~~The~~We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and footnote disclosures we normally include ~~those of Adobe and~~in our ~~subsidiaries, after elimination of all intercompany accounts and transactions. Adobe has prepared the accompanying interim condensed~~annual consolidated financial statements prepared in ~~conformity~~accordance with generally accepted accounting principles ~~generally accepted~~(“GAAP”). In management’s opinion, we have made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present our financial position, results of operations and cash flows. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the ~~United States of America, consistent~~consolidated financial statements and notes thereto in ~~all material respects~~Adobe’s Annual Report on Form 10-K/A for the fiscal year ended December 1, 2006 on file with ~~those applied~~the SEC.

There have been no significant changes in our significant accounting policies during the three and nine months ended August 31, 2007 as compared to the significant accounting policies described in our Annual Report on Form ~~10-K~~10-K/A for the fiscal year ended December ~~2, 2005, except~~1, 2006.

Reclassification

Certain amounts for the nine months ended September 1, 2006 as ~~disclosed below. The interim financial information is unaudited but reflects all adjustments which are,~~reported in the ~~opinion~~Consolidated Statements of ~~management, necessary~~Cash Flows have been revised. Specifically, there were revisions and reclassifications totaling $9.7 million to ~~provide fair condensed consolidated balance sheets, condensed consolidated~~operating activities, ($3.9) million to investing activities and ($5.8) million to financing activities. These revisions and reclassifications related to the following:

· Changes in prepaid expenses related to the Macromedia acquisition have been reclassified from Net Cash Provided by Operating Activities to Net Cash Provided by Investing Activities.

· The amortization of premium on available for sale securities have been reclassified from Net Cash Provided by Investing Activities to Net Cash Provided by Operating Activities.

· Excess tax benefits from stock-based compensation have been reclassified from Net Cash Provided by Operating Activities to Net Cash Used for Financing Activities.

Recent Accounting Pronouncements

With the exception of the Financial Accounting Standards Board (the “FASB”) statements ~~of income and cash flows for~~defined below, there have been no significant changes in recent accounting pronouncements during the ~~interim periods presented. Such adjustments are normal and recurring except~~nine months ended August 31, 2007 as ~~otherwise noted. The Condensed Consolidated Balance Sheet as of December 2, 2005 is derived from~~compared to the ~~December 2, 2005 audited financial statements. You should read these interim condensed consolidated financial statements in conjunction with the audited consolidated financial statements~~recent accounting pronouncements described in our Annual Report on Form ~~10-K~~10-K/A for the fiscal year ended December ~~2, 2005.~~1, 2006.

~~On December 3, 2005, we completed~~In February 2007, the ~~acquisition~~FASB issued Statement of ~~Macromedia, Inc~~Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“~~Macromedia”~~SFAS 159”). SFAS 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The ~~results of operations of Macromedia have~~standard requires that unrealized gains and losses on items for which the fair value option has been ~~included~~elected be reported in ~~our results of operations~~earnings. SFAS 159 is effective for the company beginning in the first quarter of fiscal ~~2006. See Note 2 of the Condensed Consolidated Financial Statements for pro forma results of operations of Adobe and Macromedia.~~

~~Goodwill and Purchased and Other Intangibles~~

In accordance with Statement of Financial Accounting Standards No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets,” we review our goodwill for impairment annually, or more frequently, if facts and circumstances warrant a review. The provisions of SFAS 142 require that a two-step test be performed to assess goodwill for impairment. First, the fair value of each reporting unityear 2008, although earlier adoption is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded.

~~We completed our annual goodwill impairment test during the second quarter of fiscal 2006 and determined that the carrying amount of goodwill was not impaired.~~

SFAS 142 also requires that intangible assets with definite lives be amortized over their estimated useful life and reviewed for impairment in accordance with Statement of Financial Accounting Standards No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets.”

permitted. We are currently amortizing acquired intangible assets with definite lives. Purchased technology is amortized over its useful life, which is generally 3 to 4 years, and other intangibles assets are amortized over periods from 1 to 13 years. The amortization expense is classified as cost of product revenue for acquired technology and contracts and operating expenses for all other acquired intangible assetsevaluating the impact that SFAS 159 will have on our consolidated financial statements.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except ~~share and~~ per share data)
(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~(Continued)~~ (Continued)

~~consisting~~In June 2007, the American Institute of ~~patents, trademarks,~~Certified Public Accountants (“AICPA”) issued Statement of Position 07-1, “Clarification of the Scope of the Audit and ~~customer related intangibles~~Accounting Guide-Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in ~~our consolidated statements~~Investment Companies” (“SOP 07-1”). SOP 07-1 defines investment companies for purposes of ~~income.~~

~~Revenue Recognition~~

Our revenue is derived from the licensing of software products, consulting, and maintenance and support. We recognize revenue when persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is probable.

~~Product revenue~~

We recognize our product revenue upon shipment, provided collection is determined to be probable and no significant obligations remain. Our desktop application products revenue from distributors is subject to agreements allowing limited rights of return, rebates and price protection. Our direct sales and OEM sales are also subject to limited rights of return. Accordingly we reduce revenue recognized for estimated future returns, price protection and rebates at the timeapplying the related ~~revenue~~AICPA Audit and Accounting Guide. SOP 07-1 provides guidance on whether an investment company’s parent or equity-method investor should retain investment-company accounting in its financial statements. SOP 07-1 is ~~recorded. The estimates~~effective for ~~returns are adjusted periodically based upon historical rates of returns, inventory levels~~us beginning in ~~the distribution channel and other related factors.~~

~~We record the estimated costs of providing free technical phone support to customers for our software products.~~

~~We record OEM licensing revenue, primarily royalties, when OEM partners ship products incorporating Adobe software, provided collection of such revenue is deemed probable.~~

Our product-related deferred revenue includes maintenance upgrade revenue and customer advances under OEM license agreements. Our maintenance upgrade revenue for our desktop application products is included in our product revenue line item as the maintenance primarily entitles customers to receive product upgrades. In cases where we provide a specified free upgrade to an existing product, we defer the fair value for the specified upgrade right until the future obligation is fulfilled or when the right to the specified free upgrade expires.

~~Services and support revenue~~

Our consulting revenue is recognized using the proportionate performance method and is measured monthly based on input measures, such as on hours incurred to date compared to total estimated hours to complete, with consideration given to output measures, such as contract milestones when applicable. Our maintenance and support offerings, which entitle customers to receive product upgrades and enhancements or technical support, depending on the offering, are recognized ratably over the term of the arrangement.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (Continued)~~

~~Multiple element arrangements~~

We enter into revenue arrangements in which a customer may purchase a combination of software, upgrades, maintenance and support, and consulting (multiple-element arrangements). When vendor-specific objective evidence (“VSOE”) of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when that element is sold separately. For maintenance and support, VSOE of fair value is established by renewal rates. For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.

~~We perform ongoing credit evaluations of our customers’ financial condition and in some cases we require various forms of security. We also maintain allowances for estimated losses on receivables.~~

~~Stock-based Compensation~~

~~During~~ the first quarter of fiscal 2006, we adopted the provisions of, and account for stock-based compensation in accordance with, the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards No. 123—revised 2004 (“SFAS 123R”), “Share-Based Payment” which replaced` Statement of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees.” Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. We elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation provisions of SFAS 123R apply to new grants and to grants that were outstanding prior to the effective date and are subsequently modified. Estimated compensation for grants that were outstanding as of the effective date will be recognized over the remaining service period using the compensation cost estimated for the SFAS 123 pro forma disclosures.

The adoption of SFAS 123R had and will have a material impact on our consolidated financial position, results of operations and cash flows. See Note 6 for further information regarding our stock-based compensation assumptions and expenses, including pro forma disclosures for prior periods as if we had recorded stock-based compensation expense.

Upon exercise of stock options or vesting of restricted stock and performance shares, we will issue treasury stock. If treasury stock is not available, common stock will be issued. In order to minimize the impact of on-going dilution from exercises of stock options and vesting of restricted stock and performance shares, we instituted a stock repurchase program. See Note 8 for information regarding our stock repurchase program.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (Continued)~~

~~Income Taxes~~

We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We record a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. We also account for any income tax contingencies in accordance with Statement of Financial Accounting Standards No. 5 (“SFAS 5”), “Accounting for Contingencies.”

~~Recent Accounting Pronouncements~~

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements,” which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. Earlieryear 2009, although earlier adoption is ~~permitted, provided the company has not yet issued financial statements, including for interim periods, for that fiscal year.~~permitted. We are currently evaluating the impact, ~~of SFAS 157, but do not expect the adoption of SFAS 157 to~~if any, that SOP 07-1 will have ~~a material impact~~ on our consolidated financial ~~position, results of operations or cash flows.~~

In July 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006 and as a result, is effective for Adobe in the first quarter of fiscal 2008. We are currently evaluating the impact of FIN 48 on our consolidated financial position, results of operations, and cash flows.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155 (“SFAS 155”), “Accounting for Certain Hybrid Financial Instruments” which amends Statement of Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities” and Statement of Financial Accounting Standards No. 140 (“SFAS 140”), “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS 140. SFAS 155 is effective for all financial instruments acquired, issued or subject to a remeasurement event occurring in fiscal years beginning after September 15, 2006. Earlier adoption is permitted, provided the company has

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~statements.

~~NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (Continued)~~

not yet issued financial statements, including for interim periods, for that fiscal year. We will adopt SFAS 155 in the first quarter of fiscal 2007. We do not expect the adoption of SFAS 155 to have a material impact on our consolidated financial position, results of operations or cash flows.

NOTE 2. ACQUISITIONS

On December 3, 2005, we completed the acquisition of Macromedia, a provider of software technologies that ~~enable~~enables the development of a wide range of internet and mobile application solutions. The acquisition of Macromedia accelerated our strategy of delivering an industry-defining technology platform that provided more powerful solutions for ~~approximately $3.5 billion. The transaction was accounted for using the purchase method of accounting in accordance~~engaging people with ~~Statement of Financial Accounting Standards No. 141 (“SFAS 141”), “Business Combinations.”~~digital information.

~~Assets acquired and liabilities assumed were recorded at their fair values as of December 3, 2005.~~ The total ~~$3.5 billion preliminary purchase price is comprised of the following:~~

Value of Adobe stock issued

$
3,209,121

Fair value of stock options assumed

227,604

Direct transaction costs

29,060

Restructuring costs

72,947

Total preliminary estimated purchase price

$
3,538,732

As a result of the acquisition, we issued approximately 109.0 million shares of Adobe common stock based on an exchange ratio of 1.38 shares of Adobe common stock for each outstanding share of Macromedia common stock as of December 3, 2005. This fixed exchange ratio gives effect to the two-for-one stock split in the form of a stock dividend paid on May 23, 2005 to the stockholders of Adobe. The average market price per share of Adobe common stock of $29.43 was based on the average of the closing prices for a range of trading days (April 14, 2005 through April 20, 2005) around the announcement date (April 18, 2005) of the proposed transaction.

Under the terms of the merger agreement, each Macromedia stock option that was outstanding and unexercised was converted into an option to purchase Adobe common stock and we assumed that stock option in accordance with the terms of the applicable Macromedia stock option plan and terms of the stock option agreement relating to that Macromedia stock option. Based on Macromedia’s stock options outstanding at December 3, 2005, we converted options to purchase approximately 11.0 million shares of Macromedia common stock into options to purchase approximately 15.1 million shares of Adobe common stock. The fair value of options assumed of $227.6 million was determined using the Black Scholes valuation model. The stock price used in the valuation was $29.43, which was the average of closing prices for a range of trading days (April 14, 2005 through April 20, 2005) around the announcement date (April 18, 2005) of the proposed transaction. The risk-free interest rate used in the valuation was the zero-coupon yield implied from U.S. Treasury securities with equivalent remaining terms. We do not anticipate paying any cash dividends in the foreseeable future and therefore an expected dividend yield of zero was used in the valuation. For fully vested options, the expected term used was one year. We estimated the expected term of unvested options by taking the average of the vesting term remaining and the contractual

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 2. ACQUISITIONS~~ ~~(Continued)~~

term of the option, as illustrated in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 (“SAB 107”). The implied volatility of Adobe traded stock options was used for volatility.

Direct transaction costs of $29.1 million include investment banking, legal and accounting fees, and other external costs directly related to the acquisition. As of September 1, 2006, substantially all costs for accounting, legal, and other professional services have been paid.

Restructuring costs of $73.0 million relate primarily to costs for severance, associated benefits, outplacement services, and excess facilities. See Note 7 for further details of the amounts accrued and payments made during 2006.

~~Purchase Price Allocation~~

~~In accordance with SFAS No. 141the total preliminary~~ purchase price was allocated to Macromedia’s net tangible and identifiable intangible assets based upon their estimated fair values as of December 3, 2005. The ~~excess~~total purchase price ~~over the value~~for Macromedia was approximately $3.5 billion, which consisted of the net tangible and identifiable intangible assets was recorded as goodwill. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on estimates and assumptions109.0 million shares of ~~management. During the third quarter of fiscal 2006, we revised our estimate of certain costs associated with our acquisition~~Adobe common stock valued at $3.2 billion issued in exchange for 100% of Macromedia ~~resulting in an increase to goodwill of approximately $4.3 million. The adjustment primarily reflected higher than estimated transaction costs and costs related to closing redundant facilities.~~

The primary areas of the purchase price allocation that are not yet finalized relate to certain facility costs, assumed liabilities, and goodwill. The following represents the allocation of the preliminary purchase price to the acquired net assets of Macromedia and the associated estimated useful lives:

Amount

Estimated
Useful Life

Net tangible assets

$
699,059

N/A

Identifiable intangible assets:

Acquired product rights

365,500

4 years

Customer contracts and relationships

183,800

6 years

Non-competition agreements

500

2 years

Trademarks

130,700

5 years

Goodwill

2,037,039

N/A

Deferred stock-based compensation

122,134

2.18 years
†
Total preliminary estimated purchase price

$
3,538,732

† ~~Estimated weighted-average remaining vesting period.~~

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 2. ACQUISITIONS (Continued)~~

~~Net tangible assets—~~~~Macromedia’s~~~~tangible assets and liabilities as of December 3, 2005 were reviewed and adjusted to their fair value as necessary, including an increase to market value of $18.4~~outstanding common stock, $227.6 million ~~related to owned land and a building, $11.5 million related to an investment, and $21.5 million~~ for ~~receivables related to future payments from existing customers.~~

~~Deferred revenues~~—Macromedia’s deferred revenue was derived from licenses, maintenance and support, hosting, and consulting contracts. We estimated our obligation related to the deferred revenue using the cost build-up approach. The cost build-up approach determines fair value by estimating the costs relating to fulfilling the obligation plus a normal profit margin. The sum of the costs and operating profit approximates, in theory, the amount that we would be required to pay a third party to assume the support obligation. The estimated costs to fulfill the support obligation were based on the historical direct costs related to providing the support. As a result, we recorded an adjustment to reduce Macromedia’s carrying value of deferred revenue by $49.1 million to $14.9 million, which represents our estimate of the fair value of ~~the contractual obligations assumed.~~

~~Identifiable~~ ~~intangible assets—~~~~Acquired~~ ~~product rights include developed~~Macromedia options assumed, $29.1 million for transaction costs, and core technology and patents. Developed technology relates to Macromedia products across all of their product lines that have reached technological feasibility. Core technology and patents represent a combination of Macromedia’s processes, patents and trade secrets developed through years of experience in design and development of its products. We will amortize the fair value of the acquired product rights based on the pattern in which the economic benefits of the intangible asset will be consumed.

Customer contracts and relationships represent existing contracts and the underlying customer relationships. We will amortize the fair value of these assets based on the pattern in which the economic benefits of the intangible asset will be consumed.

~~Trademarks primarily relate to the Flash trade name and other product names, which will be amortized based on the pattern in which the economic benefits of the intangible asset will be consumed.~~

~~In-process research and development—~~As of the acquisition date, no amounts were allocated to in-process research and development. In-process research and development is dependent on the status of new projects on the date the acquisition is consummated. Prior to the acquisition date, Macromedia had released new versions of its software products. Accordingly, there were no substantive research and development projects in process on the date the acquisition was consummated.

~~Goodwill—~~~~Approximately~~ ~~$2.0 billion has been allocated to goodwill. Goodwill represents the excess of~~$72.7 million for restructuring costs. In allocating the purchase price ~~over the~~based on fair ~~value of the underlying~~values, we recorded $713.2 million in net tangible and intangible assets. In accordance with SFAS 142, goodwill will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant, acquiring a talented workforce, and significant cost savings opportunities.

~~Taxes—~~As ~~part of our accounting for the Macromedia acquisition, a portion of the overall purchase price was allocated to goodwill and acquired intangible assets. Amortization expense associated with~~

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 2. ACQUISITIONS (Continued)~~

~~acquired~~assets, $680.5 million in identifiable intangible assets, ~~is not deductible for tax purposes. Thus, approximately $186.9~~$146.2 million was established as a deferred tax liability for the future amortization of the intangible assets. In accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” the valuation allowance on Macromedia’s financial statements as of December 3, 2005 was reduced by $237.8 million to $16.1 million, to the extent the deferred tax assets are more likely than not realizable.

~~Any impairment charges made~~ in ~~the future associated with goodwill will not be tax deductible and will result in an increased effective income tax rate in the quarter the impairment is recorded.~~

~~Deferred stock-based compensation—~~~~Deferred~~stock-based compensation, ~~represents~~and $2.0 billion in goodwill.

During the estimated fair value, measured as of December 3, 2005, of unvested Macromedia stock options and restricted stock assumed. The fair value of unvested options assumed was $117.4 million using the Black Scholes valuation model. The stock price used in the valuation is $34.97, which was the closing price of Adobe shares on December 2, 2005, the last trading day before the close of the acquisition. The risk-free interest rate was the zero coupon yield on December 2, 2005 implied from U.S. Treasury securities with equivalent remaining terms. We do not anticipate paying any cash dividends in the foreseeable future and therefore used an expected dividend yield of zero. We estimate the expected term by taking the average of the vesting term remaining and the contractual term of the option, as illustrated in the SAB 107. The implied volatility of Adobe traded stock options as of December 2, 2005 was used for volatility. The fair value of the unvested restricted stock of $4.8 million was based on the fair value of the underlying shares on the acquisition date.

~~The assumptions used to value Macromedia deferred compensation are as follows:~~

	~~2006~~
~~Expected term (in years)~~	~~0.17–6.67~~
~~Volatility~~	~~32.9–35.2~~	%
~~Risk free interest rate~~	~~3.97–4.48~~	%

Total deferred stock-based compensation, of $122.1 million, is being amortized to expenses over the remaining vesting periods of the underlying options or restricted stock. See Note 6 for the amortization of deferred stock-based compensation during the third quarter of fiscal 2006.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 2. ACQUISITIONS (Continued)~~

~~Pro Forma Results~~

The unaudited financial information in the table below summarizes the combined results of operations of Adobe and Macromedia, on a pro forma basis, as though the companies had been combined as of the beginning of the period presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on December 4, 2004 or of results that may occur in the future. The pro forma financial information for the three and nine months ended ~~September 2, 2005 includes the following items:~~

Three Months

Nine Months

Amortization of intangible assets

$
51,167

$
153,507

Amortization of deferred stock-based compensation

15,471

54,181

Restructuring costs

32

20,251

Business combination accounting effect on historical support revenue

8,252

34,137

~~The unaudited pro forma financial information~~August 31, 2007, we completed two acquisitions for ~~the three~~cash consideration of approximately $70.0 million. These acquisitions were not material to our consolidated balance sheet and ~~nine months ended September 2, 2005 combines the historical~~ results ~~for Adobe for the three and nine months ended September 2, 2005 and the historical results for Macromedia for the three and nine months ended June 30, 2005.~~of operations.

Three Months

Nine Months

Net revenues

$
595,608

$
1,763,323

Net income

104,322

271,756

Basic net income per share

0.18

0.46

Diluted net income per share

0.17

0.44

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

NOTE 3. GOODWILL AND PURCHASED AND OTHER INTANGIBLES

Below is our goodwill reported by segment as of ~~September~~December 1, 2006 and ~~December 2, 2005:~~August 31, 2007:

	2006		2005		2006(1)		Acquisitions			Other			2007
Creative Solutions	$	772,558	$	18,763	$	936,393		$	51,067	$	(19,992	)	$	967,468
Knowledge Worker Solutions	431,184		8,395		423,048			—		(11,485		)	411,563
Enterprise and Developer Solutions	385,002		91,525		325,033			—		(5,347		)	319,686
Mobile and Device Solutions.	323,629		—
Mobile and Device Solutions					217,542			—		(4,979		)	212,563
Other(2)	235,184		—		247,478			—		(5,665		)	241,813
Total goodwill	$	2,147,557	$	118,683
Total					$	2,149,494		$	51,067	$	(47,468	)	$	2,153,093

~~During fiscal~~(1) The 2006 ~~our~~balances have been revised to correct insignificant errors in the original allocation of Macromedia goodwill ~~increased primarily due~~ to the ~~acquisition~~various segments. The correction resulted in a reduction in goodwill

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 3. GOODWILL AND PURCHASED AND OTHER INTANGIBLES (Continued)

allocated to Knowledge Worker, Enterprise & Developer Solutions and Mobile & Devices of ~~Macromedia.~~$6.0 million, $57.9 million and $103.8 million, respectively, and an increase in goodwill allocated to Creative Solutions and Other of $153.7 million and $14.0 million, respectively. This correction did not impact the total balance of goodwill ~~was subsequently reduced by $0.1~~in our financial statements. This reallocation also had no impact on our annual impairment analysis which occurred in the second quarter of fiscal 2007.

(2) Changes in goodwill in “Other” relate primarily to our Print and Classic Publishing segment.

The column “Other” above includes net reductions in goodwill of (i) $21.4 million ~~primarily~~related to pre-acquisition research and development credits for Macromedia including a $5.7 million adjustment in the third quarter of fiscal 2007, (ii) $16.9 million for insignificant revisions to the valuation of Macromedia assumed options, net of tax impact, (iii) $4.1 million for the realization of tax benefits for deductions resulting from the exercise of stock options and disqualifying dispositions of vested options assumed and (iv) other individually insignificant tax related items.

Amortization expense related to purchased and other intangible assets was $61.7 million and $175.4 million for ~~adjustments made to deferred~~the three and ~~current tax balances upon filing~~nine months ended August 31, 2007, respectively. Comparatively, amortization expense was $54.6 million and $166.6 million for the ~~final Macromedia U.S. income tax returns~~three and nine months ended September 1, 2006, respectively. Of these amounts, $43.8 million and $122.4 million are included in cost of sales for the three and nine months ended August ~~2006. In addition, goodwill also increased by $18.8~~31, 2007, respectively and $36.9 million ~~due to~~and $114.5 million are included in cost of sales for the ~~acquisition of TTF in the second quarter of fiscal 2006.~~

three and nine months September 1, 2006, respectively. Purchased and other intangible assets, subject to amortization were as follows as of ~~September 1, 2006:~~August 31, 2007:

	Cost		Accumulated Amortization				Net		December 1, 2006 Cost			December 1, 2006 Net			Additions		Amortization Expense				August 31, 2007 Net
Purchased technology	$	384,150		$	(111,244	)	$	272,906		$	397,098		$	249,722	$	59,470		$	(102,599	)	$	206,593
Localization	7,285			(4,056		)	3,229			$	9,060		$	6,799	$	35,632		$	(19,745	)	$	22,686
Trademarks	130,925			(20,163		)	110,762			130,925			104,068		300			(19,152		)	85,216
Customer contracts and relationships										188,401			145,525		11,170			(33,719		)	122,976
Other intangibles	186,740			(32,095		)	154,645			600			291		700			(202		)	789
Total other intangible assets	324,950			(56,314		)	268,636			$	328,986		$	256,683	$	47,802		$	(72,818	)	$	231,667
Total purchased and other intangible assets	$	709,100		$	(167,558	)	$	541,542		$	726,084		$	506,405	$	107,272		$	(175,417	)	$	438,260

~~Purchased~~During the nine months of fiscal 2007, we entered into certain technology licensing arrangements for approximately $46.5 million. An estimated $29.8 million of this cost is related to future licensing rights and ~~other intangible assets, subject~~has been capitalized and recorded as purchased technology. The remainder of the cost was charged to ~~amortization, were as follows as~~cost of ~~December 2, 2005:~~

Cost

Accumulated
Amortization

Net

Purchased technology

$
18,785

$
(11,153
)

$
7,632

Localization

$
20,512

$
(11,901
)

$
8,611

Trademarks

225

(82
)

143

Other intangibles

301

(210)

91

Total other intangible assets

$
21,038

$
(12,193
)

$
8,845

Total purchased and other intangible assets

$
39,823

$
(23,346
)

$
16,477

sales for $16.7 million in the second and third quarters of fiscal 2007.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except ~~share and~~ per share data)
(Unaudited)

NOTE 3. GOODWILL AND PURCHASED AND OTHER INTANGIBLES (Continued)

~~The increase in purchased~~Purchased and other intangible assets ~~during the nine months ended September 1, 2006 was primarily due~~are amortized over their estimated useful lives up to the acquisition of Macromedia. See Note 2 for further information regarding this acquisition. Purchased and other intangibles also increased primarily due to the acquisition of TTF in the second quarter of fiscal 2006.

Amortization expense related to purchased and other intangible assets was $54.3 million and $166.2 million for the three and nine months ended September 1, 2006 respectively. Comparatively, amortization expense was $6.2 million and $14.9 million for the three and nine months ended September 2, 2005, respectively.15 years. As of ~~September 1, 2006,~~August 31, 2007, we expect amortization expense in future periods to be as shown below:

		Purchased			Other Intangible
Fiscal year		Technology			Assets				Purchased Technology			Other Intangible Assets
Remainder of 2006			$	21,214		$	15,593
2007			78,718			58,460
Remainder of 2007								Remainder of 2007		$	29,725		$	27,972
2008	2008		64,039			55,160		2008		87,201			80,164
2009	2009		56,325			55,139		2009		55,950			59,931
2010	2010		7,063			55,139		2010		6,135			49,350
2011	2011		5,121			29,108		2011		4,472			12,968
Thereafter	Thereafter		40,426			37		Thereafter		23,110			1,282
Total expected amortization expense	Total expected amortization expense		$	272,906		$	268,636	Total expected amortization expense		$	206,593		$	231,667

NOTE 4. OTHER ASSETS

Other assets consisted of the following as of ~~September 1, 2006~~August 31, 2007 and December ~~2, 2005:~~1, 2006:

	2006		2005		2007		2006
Investments	$	57,454	$	51,707	$	52,542	$	46,273
Security deposits and other	11,962		7,419
Restricted cash					7,366		2,341
Prepaid royalty					6,407		3,337
Security deposits					6,292		7,510
Prepaid rent					4,692		2,765
Prepaid land lease	3,272		3,301		3,234		3,263
Prepaid rent	3,879		3,801
Restricted cash	5,462		—
Unbilled receivables	11,056		—		—		2,400
Note receivable	2,372		—
Other					3,384		294
Total other assets	$	95,457	$	66,228	$	83,917	$	68,183

~~The increase~~Included in ~~other assets is primarily due to the addition of assets related to~~investments are our ~~acquisition of Macromedia on December 3, 2005.~~

~~We own~~ limited partnership interests in Adobe Ventures which are consolidated in accordance with FASB Interpretation No. 46R, ~~(“FIN 46R”)~~ a revision to FASB Interpretation No. 46, ~~(“FIN 46”),~~ “Consolidation of Variable Interest Entities.” The partnerships are controlled by Granite Ventures, an independent venture capital firm and sole general partner of Adobe Ventures. Investments also include our direct investments which are accounted for under the cost method.

NOTE 5. TRADE AND OTHER PAYABLES AND ACCRUED EXPENSES

Trade and other payables consisted of the following as of August 31, 2007 and December 1, 2006:

	2007		2006
Trade payables	$	33,962	$	37,915
Sales and use tax and other payables	30,412		17,116
Total trade and other payables	$	64,374	$	55,031

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except ~~share and~~ per share data)
(Unaudited)

NOTE 4.5. TRADE AND OTHER ~~ASSETS~~PAYABLES AND ACCRUED EXPENSES (Continued)

~~The following table summarizes the net realized gains and losses from our investments for the three and nine months ended September 1, 2006 and September 2, 2005:~~

Three Months

Nine Months

2006

2005

2006

2005

Net losses related to our investments in Adobe Ventures and cost method investments

$
(5,013
)
$
(2,081
)
$
(3,558
)
$
(5,906
)
Write-downs due to other-than-temporary declines in value of our marketable equity securities

—

—

—

(558
)
Gains from sales of short-term investments

—

143

—

85

Gains (losses) on stock warrants

(100
)
(124
)
(160
)
62

Other investment gains

—

18

—

18

Total investment loss

$
(5,113
)
$
(2,044
)
$
(3,718
)
$
(6,299
)

~~NOTE 5. ACCRUED EXPENSES~~

Accrued expenses consisted of the following as of ~~September 1, 2006~~August 31, 2007 and December ~~2, 2005:~~1, 2006:

	2006		2005		2007		2006
Compensation and benefits	$	119,016	$	112,362
Accrued compensation and benefits					$	168,208	$	148,000
Sales and marketing allowances	16,686		16,306		19,921		20,361
Other	117,687		98,247		161,134		135,189
Total accrued expenses	$	253,389	$	226,915	$	349,263	$	303,550

NOTE 6. ~~STOCK-BASED COMPENSATION~~EMPLOYEE BENEFIT PLANS

Stock-Based Compensation

Stock Options

Our stock option program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. ~~We consider our option programs critical to our operation and productivity.~~ Currently, we grant options from the 1)(i) 2003 Equity Incentive Plan ~~(“2003~~(the “2003 Plan”), under which options ~~could~~can be granted to all employees, including executive officers, and outside consultants and 2)(ii) the 1996 Outside Directors Stock Option Plan, as amended, under which options are granted automatically under a pre-determined formula to non-employee directors. In addition, our stock option program includes the 2005 Equity Incentive Assumption Plan, from which we currently do not grant options, but may do ~~so in the future.~~so. The plans listed above are collectively referred to in the following discussion as “the Plans.” Option vesting periods are generally three to four years for all of the Plans. At the end of the third quarter of fiscal 2007, the number of shares outstanding was 54.8 million.

The total intrinsic value of options exercised during the nine months ended August 31, 2007 was $304.3 million. The intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the shares.

Employee Stock Purchase Plan

Our 1997 Employee Stock Purchase Plan ~~(the “ESPP”~~(“ESPP”) allows eligible employee participants to purchase shares of our common stock at a discount through payroll deductions. The ESPP consists of ~~twenty-four-month~~a twenty-four month offering ~~periods~~period with four six-month purchase periods in each offering period.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 6. STOCK-BASED COMPENSATION~~ ~~(Continued)~~

Employees purchase shares in each purchase period at 85% of the market value of our common stock at either the beginning of the offering period or the end of the purchase period, whichever price is lower.

Restricted Stock

We grant restricted ~~shares~~stock awards and units and performance awards to officers and key employees under our Amended 1994 Performance and Restricted Stock Plan ~~(“Restricted~~(the “Restricted Stock Plan”). ~~The Restricted Stock Plan provides for the granting of restricted stock and/or performance awards to officers and key employees.~~ Restricted stock issued under the Restricted Stock Plan generally ~~vest~~vests annually over ~~two to three years but~~four years.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 6. EMPLOYEE BENEFIT PLANS (Continued)

Restricted stock awards are considered outstanding at the time of grant, as the ~~stockholders~~stock award holders are entitled to dividends and voting rights. At the end of the third quarter of fiscal 2007, the number of shares granted but still unvested was less than 0.1 million.

Restricted stock units are not considered outstanding at the time of grant, as the holders of these units are not entitled to dividends and voting rights. At the end of the third quarter of fiscal 2007, the number of shares granted, but unreleased was 1.4 million.

Neither unvested restricted stock awards nor restricted stock units are considered outstanding in the computation of basic earnings per share.

Performance Shares

Effective February 2, 2006, the Executive Compensation Committee adopted the 2006 Performance Share Program (the ~~“Program”~~“2006 Program”). The Executive Compensation Committee established the 2006 Program to align the new leadership team to achieve key integration milestones, ~~and~~ create stockholder value and to retain key executives. All members of Adobe’s executive management team and other key members of senior management are participating in the 2006 Program which runs through the end of our fiscal 2007. Awards under the 2006 Program were granted in the form of performance shares pursuant to the terms of our 2003 Plan or Restricted Stock Plan. Performance shares ~~granted entitle~~will vest 100% at the ~~recipient~~end of fiscal 2007 if performance goals are met. Participants in the 2006 Program have the ability to receive ~~fully-vested shares of Adobe common stock upon completion~~up to 150% of the ~~performance period subject to attaining identified performance goals, some~~shares originally granted. At the end of ~~which contain discretionary metrics.~~

~~Stock Compensation~~

~~Beginning with our first~~the third quarter of fiscal 2007, the number of shares granted was 0.3 million and the maximum number of shares eligible to be received is 0.4 million.

Effective January 24, 2007, the Executive Compensation Committee adopted the 2007 Performance Share Program (the “2007 Program”). Similar to the 2006 ~~we adopted SFAS 123R. See Note 1~~Program, the 2007 program’s purpose is to align key management and senior leadership with stockholder’s interest and to retain key employees. The measurement period for ~~a description~~the program is our fiscal 2007 year. All members of ~~our adoption~~Adobe’s executive management and other key senior leaders are participating in the 2007 Program. Awards granted under the 2007 Program were granted in the form of ~~SFAS 123R.~~ performance shares pursuant to the terms of Restricted Stock Plan. If pre-determined attainment goals are met, shares of stock will be granted to the recipient, with 25% vesting upon achievement of the attainment goals, and the remaining 75% vesting evenly on the following three annual anniversary dates of the grant, contingent upon the recipient’s continued service to Adobe. Participants in the 2007 Program have the ability to receive up to 200% of the shares originally granted. At the end of the third quarter of fiscal year 2007, the number of shares granted was 0.4 million and the maximum number of shares eligible to be received is 0.7 million.

Stock-Based Compensation

We currently use the Black-Scholes option pricing model to determine the fair value of stock options and employee stock purchase plan shares. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 6. EMPLOYEE BENEFIT PLANS (Continued)

stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, a risk-free interest rate and any expected dividends.

We estimate the expected term of options granted by calculating the average term from our historical stock option exercise experience. We estimate the volatility of our common stock by using implied volatility in market traded options in accordance with ~~SAB 107.~~Staff Accounting Bulletin No. 107, “Share-Based Payment”. Our decision to use implied volatility was based upon the availability of actively traded options on our common stock and our assessment that implied volatility is more representative of future stock price trends than historical volatility. We base the risk-free interest rate that we use in the option valuation model on zero-coupon yields implied by U.S. Treasury ~~zero-coupon~~ issues with remaining terms similar to the expected term on the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 6. STOCK-BASED COMPENSATION (Continued)~~

forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

The assumptions used to value option grants for the three and nine months ended August 31, 2007 and September 1, 2006 are as follows:

	Three Months Ended				Nine Months Ended
	2007		2006		2007		2006
Expected life (in years)	3.58 – 3.66		3.7		3.54 – 4.82		3.7
Volatility	29.62 – 33.70	%	33.73 – 36.95	%	29.62 – 33.70	%	30.29 – 36.95	%
Risk free interest rate	4.34 – 5.14	%	4.89 – 5.15	%	4.34 – 5.14	%	4.30 – 5.15	%

The expected term of employee stock purchase plan shares is the average of the remaining purchase periods under each offering period.

Prior to the adoption of SFAS 123R, we recognized the estimated compensation cost of restricted stock over the vesting term. The estimated compensation cost is based on the fair value of Adobe’s common stock on the date of grant. We will continue to recognize the compensation cost, net of estimated forfeitures, over the vesting term.

In accordance with SFAS 123R, we will recognize the estimated compensation cost of performance shares, net of estimated forfeitures. The awards are earned upon attainment of identified performance goals, some of which contain discretionary metrics, and are accounted for based upon the fair value of the award at each reporting date. As such, these awards are re-valued based on Adobe’s traded stock price at the end of each reporting period. If the discretion is removed, then the treatment as a variable award stops and the award will be classified as a fixed equity award. The fair value of the awards will be based on the measurement date, which is the date the award becomes fixed. The awards will be subsequently amortized over the remaining performance period.

In addition to estimating expense for grants to Adobe employees, we also estimated deferred compensation related to unvested options assumed in the acquisition of Macromedia (see Note 2 for further information). In accordance with SFAS 123R, deferred compensation expense is classified by functional area on our consolidated statement of income.

~~The assumptions used to value option grants for the three and nine months ended September 1, 2006 and September 2, 2005 are as follows:~~

Three Months Ended

Nine Months Ended

2006

2005

2006

2005

Expected life (in years)

3.7

3.0

3.7

3.0

Volatility

33.73–36.95
%
34–37
%
30.29–36.95
%
30–37
%
Risk free interest rate

4.89–5.15
%
3.90
%
4.30–5.15
%
3.38–3.90
%

The assumptions used to value employee stock purchase rights for the three and nine months ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~ are as follows:

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	2006		2005		2006		2005		2007		2006		2007		2006
Expected life (in years)	1.25		1.25		1.25		1.25		0.50 – 2.0		1.25		0.50 – 2.0		1.25
Volatility	31.86–35.02	%	37	%	30.30–35.02	%	32–37	%	30.41 – 30.64	%	31.86 – 35.02	%	30.41 – 32.75	%	30.30 – 35.02	%
Risk free interest rate	5.16–5.26	%	3.58	%	4.32–5.26	%	3.03–3.58	%	4.87 – 4.93	%	5.16 – 5.26	%	4.79 – 5.11	%	4.32 – 5.26	%

~~See Note 2~~As of August 31, 2007, there was $158.1 million of unrecognized compensation cost, which will be recognized over a weighted average period of 2.8 years adjusted for estimated forfeitures, related to non-vested stock-based payments granted to Adobe employees. Additionally, as of August 31, 2007, there was $42.9 million of unamortized stock-based compensation related to the ~~assumptions used to value~~assumption of Macromedia ~~deferred compensation.~~unvested options, which will be recognized over a weighted average period of 1.8 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

2012

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except ~~share and~~ per share data)
(Unaudited)

NOTE 6. ~~STOCK-BASED COMPENSATION~~EMPLOYEE BENEFIT PLANS (Continued)

~~Total stock-based~~Deferred Compensation Plan

On September 21, 2006, the Board of Directors approved the Adobe Systems Incorporated Deferred Compensation Plan, effective December 2, 2006 (the “Deferred Compensation Plan”). The Deferred Compensation Plan is an unfunded, non-qualified, deferred compensation ~~recognized~~arrangement under which certain executives and members of the Board of Directors are able to defer a portion of their annual compensation. Participants may elect to contribute up to 75% of their base salary and 100% of other specified compensation, including commissions, bonuses, performance shares, restricted stock units and directors’ fees. Participants will be able to elect the payment of benefits to begin on a specified date at least three years after the end of the plan year in which the election is made in the form of a lump sum or annual installments over five to fifteen years. Upon termination of a participant’s employment with Adobe, such participant will receive a distribution in the form of a lump sum payment. All distributions will be made in cash, except that deferred performance share units will be settled in stock. As of August 31, 2007, the invested amounts under the Deferred Compensation Plan total $2.1 million and are recorded as long-term other assets on our ~~consolidated statement~~balance sheet. As of ~~income for the three and nine months ended September 1, 2006 is as follows:~~

Income Statement Classifications

Option Grants
and Stock
Purchase Rights

Restricted
Stock and
Performance
Shares

Amortization
of Macromedia
Deferred
Compensation

Three months:

Cost of revenue—services and support

$
569

$
—

$
249

Research and development

11,518

466

802

Sales and marketing

8,767

212

14,104

General and administrative

5,214

441

316

Total

$
26,068

$
1,119

$
15,471

Nine Months:

Cost of revenue—services and support

$
1,749

$
—

$
4,547

Research and development

32,795

1,012

14,659

Sales and marketing

25,081

831

29,206

General and administrative

14,519

855

5,769

Total

$
74,144

$
2,698

$
54,181

~~The following table sets forth the pro forma amounts of net income and net income per share, for the three and nine months ended September 2, 2005, that would have resulted if~~August 31, 2007, we ~~had accounted for our employee stock plans under the fair value recognition provisions of SFAS 123:~~

Three
Months

Nine
Months

Net income:

As reported

$
144,916

$
446,588

Add: Stock-based compensation expense for employees included in reported net income, net of related tax effects

72

189

Less: Total stock-based compensation expense for employees determined under the fair value based method, net of related tax effects

(24,531
)
(66,550
)
Pro forma

$
120,457

$
380,227

Basic net income per share:

As reported

$
0.29

$
0.91

Pro forma

$
0.24

$
0.78

Diluted net income per share:

As reported

$
0.29

$
0.88

Pro forma

$
0.24

$
0.75

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 6. STOCK-BASED COMPENSATION (Continued)~~

Prior to the adoption of SFAS 123R, we presented all tax benefits for deductions resulting from the exercise of stock options and disqualifying dispositions as operating cash flows on our consolidated statement of cash flows. SFAS 123R requires the benefits of tax deductions in excess of recognized compensation expense to be reportedrecorded $2.1 million as a financing cash flow, rather than as an operating cash flow. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. Total cash flow will remain unchanged from what would have been reported under prior accounting rules.

~~As of September 1, 2006, there was $150.7 million of unrecognized compensation cost, adjusted for estimated forfeitures, related~~long-term liability to non-vested stock-based payments granted to Adobe employees. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. Additionally, as of September 1, 2006, there was $71.3 million of unamortizedrecognize undistributed deferred compensation ~~related to the acquisition of Macromedia, which will be recognized over a weighted average period of 1.19 years.~~

~~General Stock Option Information~~

~~The following table sets forth the summary of option activity under our stock option program for the nine months ended September 1, 2006:~~

Options
Available
for Grant

Number of
Options
Outstanding

Weighted Average
Exercise Price

Beginning of period

24,294

65,251

$
21.56

Granted

(11,551
)

11,348

28.32

Exercised

¾

(18,316
)

16.93

Canceled

4,111

(4,111
)

24.89

Expired

(94
)

¾

¾

Due to acquisition

270

15,143

¾

End of period

17,030

69,315

$
23.59

Weighted average fair value of options granted

$
10.70

~~The difference in shares granted under options available for grant and number of options outstanding is~~ due to performance share grants. See below for information regarding the performance shares. The total intrinsic value of options exercised during the period was $312.8 million. The intrinsic value is calculated as the difference between the market value as of September 1, 2006 and the exercise price of the shares. The market value as of September 1, 2006 was $32.33 as reported by the NASDAQ Global Select Market.employees.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 6. STOCK-BASED COMPENSATION (Continued)~~

~~Information regarding the stock options outstanding at September 1, 2006 is summarized below:~~

Range of Exercise Prices

Number
Outstanding

Weighted
Average
Remaining
Contractual Life

Weighted
Average
Exercise Price

Number
Exercisable

Weighted
Average
Exercise Price

$0.56 – 13.24

8,219

3.82 years

$
11.09

7,821

$
11.10

$13.37 – 15.68

7,411

3.44 years

13.81

6,946

13.79

$15.69 – 19.55

10,649

2.80 years

18.46

9,476

18.36

$19.64 – 21.04

2,539

4.46 years

20.39

2,129

20.34

$21.16 – 21.78

7,040

5.02 years

21.77

3,926

21.77

$21.97 – 27.83

7,004

4.25 years

26.12

4,693

26.68

$27.85 – 30.79

9,402

6.74 years

30.28

909

29.52

$30.80 – 32.42

12,405

4.76 years

32.19

6,441

32.13

$32.67 – 60.87

4,645

6.30 years

37.18

422

35.06

$68.43 – 68.43

1

3.83 years

68.43

1

68.43

69,315

4.54 years

$
23.59

42,764

$
20.09

~~The aggregate intrinsic value of options outstanding and options exercisable as of September 1, 2006 was $629.1 million and $524.7 million, respectively.~~

~~General Restricted Stock and Performance Share Information~~

Restricted Stock

Non-vested
Shares

Weighted Average
Grant Date
Fair Value

Beginning of period

428

$
14.38

Awarded

9

39.47

Released

(292
)

22.03

Forfeited

(2
)

29.79

Due to acquisition

414

22.35

End of period

557

$
10.73

During the nine months ended September 1, 2006, we granted 360,000 performance shares under the Program. Upon achievement of performance goals, the recipients may be eligible to receive up to 540,000 shares. These shares will be issued out of our 2003 Plan and our Restricted Stock Plan.

NOTE 7. RESTRUCTURING AND OTHER CHARGES

In the first quarter of fiscal 2006, pursuant to Board of Directors’ approval, we initiated plans to restructure both the pre-merger operations of Adobe and Macromedia to eliminate certain duplicative activities, focus our resources on future growth opportunities and reduce our cost structure. In connection with the worldwide restructuring plan, we recognized costs related to termination benefits for employee positions that were eliminated and for the closure of duplicative facilities. We also recognized costs related

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 7. RESTRUCTURING AND OTHER CHARGES~~ ~~(Continued)~~

to the cancellation of certain contracts associated with the wind-down of subsidiaries and other service contracts held by Macromedia.

Macromedia Merger Restructuring Charges

AThe following table sets forth a summary of ~~preliminary~~Macromedia restructuring activities ~~follows:~~as of December 1, 2006 and August 31, 2007:

	Initial Restructuring Charges			Cash Payments			Adjustments				Balance at September 1, 2006			Balance 2006		Cash Payments				Adjustments				Balance 2007		Total Costs Incurred To Date
Termination Benefits		$	26,608	$	(25,549	)		$	869			$	1,928
Termination benefits														$	1,002		$	(370	)		$	(632	)	$	—		$	26,986
Cost of closing redundant facilities		32,083		(7,874		)		7,625				31,834		28,934			(8,771		)		170			20,333			19,679
Cost of contract termination		3,969		(3,046		)		(699		)		224		46			(8		)		(38		)	—			3,238
Other		2,500		(1,061		)		—				1,439		1,444			(31		)		(10		)	1,403			1,196
Total		$	65,160	$	(37,530	)		$	7,795			$	35,425	$	31,426		$	(9,180	)		$	(510	)	$	21,736		$	51,099

We completed our acquisition of Macromedia on December 3, 2005. Pursuant to Emerging Issues Task Force Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 7. RESTRUCTURING AND OTHER CHARGES (Continued)

Combination,” all restructuring charges related to the Macromedia acquisition are recognized as a part of the purchase price ~~allocation, as discussed in Note 2 and have been accrued for as of September 1, 2006.~~allocation.

Accrued restructuring charges of ~~$35.4~~$21.7 million at ~~September 1, 2006~~August 31, 2007 includes ~~$11.6~~$5.8 million recorded in accrued restructuring, current and ~~$23.8~~$15.9 million, related to long-term facilities obligations, recorded in accrued restructuring, non-current in the accompanying Condensed Consolidated Balance ~~Sheets.Adobe~~Sheets. At December 1, 2006, accrued restructuring charges of $31.4 million includes $9.8 million recorded in accrued restructuring, current and $21.6 million, related to long-term facilities obligations, recorded in accrued restructuring, non-current in the accompanying Condensed Consolidated Balance Sheets. We expect to pay these liabilities through fiscal 2011.

Adobe Restructuring Charges

In connection with the worldwide restructuring plan, we recognized costs related to (i) termination benefits for former Adobe employees whose positions were eliminated, ~~and for~~(ii) the closure of Adobe ~~facilities. We also recognized costs related to~~facilities and (iii) the cancellation of certain contracts held by Adobe. ~~In addition, costs related to the write-off~~

Accrued restructuring charges as of ~~fixed assets located at facilities that will no longer be used will be recognized~~August 31, 2007 are zero in the ~~periods that the respective offices are vacated. We expect~~accompanying Condensed Consolidated Balance Sheets as compared to ~~recognize these~~$0.6 million as of December 1, 2006. Accrued restructuring charges ~~through the first quarter~~as of ~~fiscal 2007.~~

~~A summary of exit costs follows:~~

Initial
Restructuring
Charges
Cash
Payments

Adjustments

Balance at
September 1, 2006

Termination Benefits

$
18,879

$
(18,677
)

$
166

$
368

Cost of closing redundant facilities

—

(308
)

1,101

793

Cost of contract termination

105

(11
)

—

94

Total

$
18,984

$
(18,996
)

$
1,267

$
1,255

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 7. RESTRUCTURING AND OTHER CHARGES (Continued)~~

~~Pursuant to~~ FASB’s Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” all facility related charges related to the pre-merger operations are expensed and accrued for based upon the cease use date. As of SeptemberDecember 1, 2006 ~~accrued restructuring charges of $1.3 million at September 1, 2006 includes $1.0~~include $0.3 million recorded in accrued restructuring, current and $0.3 million, related to long-term facilities obligations, recorded in accrued restructuring, non-current in the accompanying Condensed Consolidated Balance Sheets.

~~Accelio Related Restructuring Charges~~

~~In connection with our acquisition of Accelio in the second quarter of fiscal 2002, we recognized $14.5 million in liabilities associated with a worldwide reduction in force of~~Accelio employees, transaction costs, costs related to closing redundant facilities and terminating contracts and other exit costs associated with the acquisition. As of September 1, 2006, $0.1 million remained in accrued restructuring on the consolidated balance sheet and comprised transaction and facilities costs. Transaction costs primarily relate to the liquidation of Accelio’s subsidiaries and are expected to be paid through fiscal 2006. Facilities costs relate to leases we assumed upon acquisition of Accelio that terminate at various times through September 2006.

NOTE 8. STOCKHOLDERS’ EQUITY

Stock Repurchase Program ~~I—On-going Dilution Coverage~~I

To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we repurchase shares in the open market and ~~from time to time~~ enter into structured stock repurchase agreements with third parties.

Authorization to repurchase shares to cover on-going dilution is not subject to expiration. However, this repurchase program is limited to covering net dilution from stock issuances and is subject to business conditions and cash flow requirements as determined by our Board of Directors from time to time.

~~As part of this program, on April 17, 2005, the Board of Directors approved the use of $1.0 billion for stock repurchase commencing upon the close of the Macromedia acquisition.~~

During ~~fiscal 2005 and for~~ the nine months ~~ended September 1, 2006,~~of fiscal 2007 we entered into several structured repurchase agreements with large financial institutions, whereupon we provided the financial institutions with prepayments of ~~$600 million and $1.1 billion, respectively.~~$600.0 million. We entered into these agreements in order to take advantage of repurchasing shares at a guaranteed discount to the Volume Weighted Average Price (“VWAP”) of our common stock. We only enter into such transactions when the discount that we receive is higher than the foregone return on our cash prepayments to the financial institutions. There were no explicit commissions or fees on these structured repurchases. Under the terms of the agreements, there is no requirement for the financial institutions to return any portion of the prepayment to us.

~~The financial institutions agree to deliver shares to us at monthly intervals during the contract term. For a monthly breakdown of repurchase amounts refer to~~ ~~Part II, Item 2(c) of this filing. The parameters~~

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except ~~share and~~ per share data)
(Unaudited)

NOTE 8. STOCKHOLDERS’ EQUITY (Continued)

The financial institutions agree to deliver shares to us at monthly intervals during the contract term. The parameters used to calculate the number of shares deliverable are: the total notional amount of the contract, the number of trading days in the contract, the number of trading days in the interval, and the average VWAP of our stock during the interval less the agreed upon discount.During the nine months ended September 1, 2006, we repurchased 1.7 million shares at an average price of $36.04 through open market repurchases and 34.6 million shares at an average price of $33.82 through these structured repurchase agreements which included

The prepayments from fiscal 2005. During the nine months ended September 2, 2005, we repurchased 7.5 million shares at an average price of $30.36 through these structured repurchase agreements which included prepayments remaining from fiscal 2004.

~~For the nine months ended September 1, 2006, the $1.1 billion prepayment was~~were classified as treasury stock on our balance sheet at the payment date, though only shares physically delivered to us by ~~September 1, 2006~~August 31, 2007 are excluded from the denominator in the computation of earnings per share. All outstanding structured repurchase agreements as of ~~September 1, 2006~~August 31, 2007 under this program will expire on or before ~~February 7,~~December 21, 2007. As of ~~September 1, 2006 and December 2, 2005,~~August 31, 2007 approximately ~~$85.8~~$200.0 million ~~and $154.9 million respectively,~~ of up-front payments remained under the agreements. During the nine months of fiscal 2007, we repurchased 15.4 million shares at an average price of $39.23 through structured repurchase agreements which included prepayments from fiscal 2006.

Stock Repurchase Program II

In April 2007, we announced that our Board of Directors authorized a new stock repurchase program. Under the new program, which is not subject to expiration, we are authorized to repurchase in aggregate up to 20.0 million shares of our common stock. This program is in addition to our existing stock repurchase program to offset dilution from employee stock programs. As of August 31, 2007, we had provided prepayments of $850.0 million under structured share repurchase agreements to large financial institutions under this program. As of August 31, 2007, we repurchased 12.9 million shares through structured share repurchase agreements at an average price of $39.94 and approximately $333.4 million of up-front payments remained under these agreements. All outstanding structured repurchase agreements as of August 31, 2007 under this program will expire on or before March 18, 2008.

NOTE 9. COMPREHENSIVE INCOME

FASB Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Items of other comprehensive income that we currently report are unrealized gains and losses on marketable securities categorized as available-for-sale and foreign currency translation adjustments. We also report unrealized gains and losses on derivative instruments qualifying as cash flow hedges.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 9. COMPREHENSIVE INCOME (Continued)

The following table sets forth the components of comprehensive income, net of income tax expense, for the three and nine months ended August 31, 2007 and September 1, ~~2006 and September 2, 2005:~~2006:

	Three Months					Nine Months						Three Months					Nine Months
	2006		2005			2006			2005			2007			2006		2007		2006
Net income	$	94,396	$	144,916		$	322,565		$	446,588		$	205,243		$	94,396	$	501,599	$	322,565
Other comprehensive income (loss), net of tax:
Change in unrealized gain (loss) on available-for sale securities, net of taxes	2,730		(292		)	2,595			(194		)
Other comprehensive income (loss):
Change in unrealized gain on available-for-sale securities, net of taxes												700			2,730		5,568		2,595
Currency translation adjustments	20		1,973			3,495			(1,277		)	21			20		1,746		3,495
Net gain (loss) in derivative instruments, net of taxes	1,903		(5,015		)	(3,414		)	949			(3,776		)	1,903		42		(3,414		)
Other comprehensive income (loss)	4,653		(3,334		)	2,676			(522		)	(3,055		)	4,653		7,356		2,676
Total comprehensive income, net of taxes	$	99,049	$	141,582		$	325,241		$	446,066		$	202,188		$	99,049	$	508,955	$	325,241

~~Note~~NOTE 10. ~~Net Income per Share~~NET INCOME PER SHARE

Basic net income per share is computed using the weighted average number of common shares outstanding for the period, excluding unvested restricted stock. Diluted net income per share is based upon the weighted average common shares outstanding for the period plus dilutive potential common shares, including unvested restricted common stock and stock options using the treasury stock method.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~Note 10. Net Income per Share~~ ~~(Continued)~~

The following table sets forth the computation of basic and diluted net income per share for the three and nine months ended August 31, 2007 and September 1, ~~2006 and September 2, 2005:~~2006:

	Three Months				Nine Months				Three Months				Nine Months
	2006		2005		2006		2005		2007		2006		2007		2006
Net income	$	94,396	$	144,916	$	322,565	$	446,588	$	205,243	$	94,396	$	501,599	$	322,565
Shares used to compute basic net income per share	586,433		491,710		594,023		489,017		583,670		586,433		587,141		594,023
Dilutive potential common shares:
Unvested restricted stock	35		36		35		36		11		35		13		35
Stock options	14,414		16,075		18,733		18,807		13,653		14,414		15,109		18,733
Shares used to compute diluted net income per share	600,882		507,821		612,791		507,860		597,334		600,882		602,263		612,791
Basic net income per share	$	0.16	$	0.29	$	0.54	$	0.91	$	0.35	$	0.16	$	0.85	$	0.54
Diluted net income per share	$	0.16	$	0.29	$	0.53	$	0.88	$	0.34	$	0.16	$	0.83	$	0.53

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share~~For the three and ~~per share data)~~
~~(Unaudited)~~

~~NOTE 10. NET INCOME PER SHARE (Continued)~~

~~For~~nine months ended August 31, 2007 options to purchase approximately 11.9 million and 11.0 million shares, respectively, of common stock with exercise prices greater than the average fair market value of our stock of $41.26 and $40.93, respectively, were not included in the calculation because the effect would have been anti-dilutive. Comparatively, for the three and nine months ended September 1, 2006, options to purchase approximately 27.7 million and 16.7 million shares, respectively, of common stock with exercise prices greater than the average fair market value of our stock of $30.21 and $34.38, respectively, were not included in the calculation because the effect would have been anti-dilutive. Comparatively, for the three and nine months ended September 2, 2005 options to purchase approximately 16.7 million and 10.3 million shares, respectively, of common stock with exercise prices greater than the average fair market value of our stock of $28.78 and $30.23, respectively, were excluded from the calculation because the effect would have been anti-dilutive.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 11. COMMITMENTS AND CONTINGENCIES

Lease Commitments

~~We lease certain facilities and some of our equipment under noncancelable operating lease arrangements that expire at various dates through 2025. We also have one land lease that expires in 2091.~~

We occupy three office buildings in San Jose, California where our corporate headquarters are located. We reference these office buildings as the ~~“Almaden tower”~~Almaden Tower and the ~~“East~~East and West ~~towers.”~~

In December 2003, upon completion of construction, we began a five year lease agreement for the Almaden tower. Under the agreement, we have the option to purchase the building at any time during the lease term for the lease balance, which is approximately $103.0 million. The maximum recourse amount (“residual value guarantee”) under this obligation is $90.8 million.Towers.

In August 2004, we extended the lease agreement for our East and West ~~towers~~Towers for an additional five years with an option to extend for an additional five years solely at ~~Adobe’s~~our election. In March 2007, the Almaden Tower lease was extended for five years, with a renewal option for an additional five years solely at our election. As part of the lease ~~extension,~~extensions, we purchased the lease receivable from the lessor of the East and West Towers for $126.8 million and a portion of the lease receivable from the lessor of the ~~lessor~~Almaden Tower for ~~$126.8~~$80.4 million, both of which isare recorded as ~~an investment~~investments in lease ~~receivable~~receivables on our consolidated balance sheet. This purchase may be credited against the residual value guarantee if we purchase the properties or will be repaid from the sale proceeds if the properties are sold to third parties. Under the agreement for the East and West ~~towers,~~Towers and the agreement for the Almaden Tower, we have the option to purchase the buildings at any time during the lease term for ~~the lease balance, which is~~ approximately $143.2 ~~million.~~million and $103.6 million, respectively. The ~~maximum recourse amount (“~~residual value ~~guarantee”)~~guarantees under ~~this obligation is~~the East and West Towers and the Almaden Tower obligations are $126.8 ~~million.~~million and $89.4 million, respectively.

These two leases are both subject to standard covenants including ~~liquidity, leverage and profitability~~certain financial ratios that are reported to the lessors quarterly. As of ~~September 1, 2006,~~August 31, 2007, we were in compliance with all covenants. In the case of a default, the lessor may demand we purchase the buildings for an amount equal to the lease balance, or require that we remarket or relinquish the buildings. Both leases qualify for operating lease accounting treatment under FASB Statement of Financial Accounting Standards No. 13, “Accounting for Leases,” and, as such, the buildings and the related obligations are not included on our consolidated balance sheet. We utilized this type of financing in order to access bank-provided funding at the most favorable rates and to provide the lowest total cost of occupancy for the headquarter buildings. At the end of the lease term, we can extend the lease for an additional five year term, ~~(for the East and West towers lease only),~~ purchase the buildings for the lease balance, remarket or relinquish the buildings. If we choose to remarket or are required to do so upon relinquishing the buildings, we are bound to arrange the

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 11. COMMITMENTS AND CONTINGENCIES~~ ~~(Continued)~~

sale of the buildings to an unrelated party and will be required to pay the lessor any shortfall between the net remarketing proceeds and the lease balance, up to the ~~maximum recourse~~residual value guarantee amount.

Guarantees

The lease agreements for our corporate headquarters provide for residual value guarantees as noted above. Under FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), the fair value of a residual value guarantee in lease agreements entered into after December 31, 2002, must be recognized as a liability on our consolidated balance sheet. As such, we recognized $5.2 million and $3.0 million in liabilities, related to the extended East and West Towers and Almaden Tower leases, respectively. These liabilities are recorded in other long-term liabilities with the offsetting entry recorded as prepaid rent in other assets. The balance will be amortized to the income statement over the life of the leases. As of

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 11. COMMITMENTS AND CONTINGENCIES (Continued)

August 31, 2007, the unamortized portion of the fair value of the residual value guarantees, for both leases, remaining in other long-term liabilities and prepaid rent was $4.6 million.

Royalties

We have certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of the underlying revenue.

~~Guarantees~~

The lease agreements for our corporate headquarters provide for residual value guarantees. Under FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” the fair value of a residual value guarantee in lease agreements entered into after December 31, 2002, must be recognized as a liability on our consolidated balance sheet. As such, we recognized a $5.2 million liability related to the East and West towers lease that was extended in August 2004. This liability is recorded in other long-term liabilities with the offsetting entry recorded as prepaid rent in other assets. The balance will be amortized to the income statement over the life of the lease. As of September 1, 2006, the unamortized portion of the fair value of the residual value guarantee remaining in other long-term liabilities and prepaid rent was $3.0 million.

Indemnifications

In the normal course of business, we provide indemnifications of varying scope to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

To the extent permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that ~~limits~~reduces our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

As part of our limited partnership interests in Adobe Ventures, we have provided a general indemnification to Granite Ventures, an independent venture capital firm and sole general partner of Adobe Ventures, for certain events or occurrences while Granite Ventures is, or was serving, at our request in such capacity provided that Granite Ventures acts in good faith on behalf of the partnerships. We are unable to develop an estimate of the maximum potential amount of future payments that could

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 11. COMMITMENTS AND CONTINGENCIES (Continued)~~

~~Rpotentially~~ potentially result from any hypothetical future claim, but believe the risk of having to make any payments under this general indemnification to be remote.

Legal Proceedings

On September 6, 2002, Plaintiff Fred B. Dufresne filed suit against Adobe, Microsoft Corporation, Macromedia, Inc. and Trellix Corporation in the U.S. District Court, District of Massachusetts, alleging infringement of U.S. Patent No. 5,835,712, entitled “Client-Server System Using Embedded Hypertext Tags for Application and Database Development.” The Plaintiff’s complaint asserts that “defendants have infringed, and continue to infringe, one or more claims of the ‘712 patent by making, using, selling and/or offering for sale, ~~inter alia~~, products supporting Microsoft Active Server Pages technology.” Plaintiff seeks unspecified compensatory damages, preliminary and permanent injunctive relief, trebling of damages for “willful infringement,” and fees and costs. We believe the action has no merit and are vigorously defending against it.

~~On June~~October 13, ~~2005, Plaintiff Steve Staehr filed~~2006, a purported shareholder derivative action entitled ~~“Steve~~Steven Staehr ~~Derivatively on Behalf of Adobe Systems Incorporated~~ v. Bruce R. Chizen, ~~et. al.,”~~et al was filed in the Superior Court ~~of the State~~ of California for the County of Santa Clara against ~~Adobe’s~~certain of the Company’s current and former officers and directors, and ~~naming~~against Adobe as a nominal defendant. The complaint asserts that stock option grants to executives were priced retroactively by Adobe and were improperly accounted for, and alleges various causes of action based on that assertion. The complaint seeks payment by the defendants ~~breached their fiduciary duties~~to Adobe of ~~loyalty~~damages allegedly suffered by it and ~~due care and caused Adobe to waste corporate assets by failing to renegotiate~~disgorgement of profits, as well as injunctive relief. As of August 31, 2007, we do not believe that a loss is probable or terminate the acquisition agreement with Macromedia following the announcement by Macromedia that it would restate its financial results for the fiscal years ended March 31, 1999 through 2004. On August 18, 2005, Plaintiff amended his complaint to add a purported class action in which Plaintiff seeks, among other things, unspecified monetary damages, attorneys’ fees and certain forms of equitable relief. On May 9, 2006, Plaintiff filed a third amended complaint, to which defendants demurred. A hearing on the demurrer was held on July 7, 2006 and the court granted the defendant’s motion and dismissed the complaint with prejudice.estimable.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 11. COMMITMENTS AND CONTINGENCIES

In connection with our anti-piracy efforts, conducted both internally and through organizations such as the Business Software Alliance, from time to time we undertake litigation against alleged copyright infringers. Such lawsuits may lead to counter-claims alleging improper use of litigation or violation of other local ~~law and have recently increased in frequency, especially in Latin American countries.~~laws. We believe we have valid defenses with respect to such counter-claims; however, it is possible that our consolidated financial position, cash flows or results of operations could be affected in any particular period by the resolution of one or more of these counter-claims.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 11. COMMITMENTS AND CONTINGENCIES (Continued)~~

November 11, 2002, the trial court judge ruled in favor of the Defendants, holding that no moral damage occurred. After subsequent appeals which were favorable to the Defendants, a court of appeals held that the Defendants were liable to CCC for “moral” damages, and the court remanded the case to the Court of First Instance for a determination of the amount. In December 2005, the Court of First Instance awarded CCC $90 million in damages. The Defendants are appealing the verdict, as are the plaintiffs who seek additional damages. If, after all appeals have been exhausted, the existing verdict stands and is enforceable, Adobe would be responsible for approximately $15 million of the judgment. In August 2006, we entered into a settlement agreement with CCC, which did not have a material effect on our financial statements.

From time to time, in addition to those identified above, Adobe is subject to legal proceedings, claims, investigations and proceedings in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment and other matters. In accordance with U.S. generally accepted accounting principles, Adobe makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending against Adobe. It is possible, nevertheless, that our consolidated financial position, cash flows or results of operations could be affected by the resolution of one or more of such contingencies.

NOTE 12. ~~FINANCIAL INSTRUMENTS~~CREDIT FACILITY

In ~~accordance with Statement~~August 2007, we entered into an Amendment to our Credit Agreement dated February 2007 (the “Amendment”), which increased the total senior unsecured revolving facility from $500.0 million to $1.0 billion. The Amendment also permits Adobe to request one-year extensions effective on each anniversary of ~~Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting~~the closing date of the original agreement, subject to the majority consent of the lenders. Also, we retain an option to request an additional $500.0 million in commitments, for ~~Derivative Instruments and Hedging Activities” we recognize derivative instruments and hedging activities as either assets or liabilities~~a maximum aggregate facility of $1.5 billion. The facility contains a financial covenant requiring us not to exceed a certain maximum leverage ratio. Borrowings under the facility accrue interest based on a pricing grid tied to this financial covenant. Commitment fees are payable on the ~~balance sheet~~facility at rates between 0.05% and ~~measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending~~0.15% per year based on the ~~use~~same pricing grid. The facility terminates on February 16, 2012 if no extensions have been requested and is available to provide loans to us and certain of our subsidiaries for general corporate purposes. As of August 31, 2007 we had no outstanding borrowings under this credit facility and were in compliance with all of the ~~derivative and whether it is designated and qualifies for hedge accounting.~~covenants.

~~Economic Hedging—Hedges of Forecasted Transactions~~

We use foreign exchange option contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreign currency exchange rates. Such cash flow exposures result from portions of our forecasted revenues denominated in currencies other than the U.S. dollar, primarily the Japanese yen and the Euro. These foreign exchange contracts, carried at fair value, may have maturities between one and twelve months. The maximum original duration of any option contract is twelve months. We enter into these foreign exchange contracts to hedge forecasted product licensing revenue in the normal course of business, and accordingly, they are not speculative in nature.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. We record changes in the intrinsic value of these cash flow hedges in accumulated other comprehensive income (loss) until the forecasted transaction occurs.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 12. FINANCIAL INSTRUMENTS~~ ~~(Continued)~~

The following is a summary of the existing gains that are currently included in accumulated other comprehensive income. These amounts represent the fair value of our cash flow hedge contracts that were still open as of the periods below.

~~Gain (Loss) on Hedges of Forecasted Transactions:~~

~~Balance Sheet~~

Other Comprehensive
Income (Loss)

September 1,

December 2,

2006

2005

Recognized but Unrealized—Open Transactions:

Net unrealized gain remaining in other accumulated comprehensive income

$
1,903

$
5,317

When the forecasted transaction occurs, we reclassify the related gain or loss on the cash flow hedge to revenue. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge are reclassified from accumulated other comprehensive income (loss) to interest and other income (loss) on the consolidated statement of income at that time. For the three and nine months ended September 1, 2006 and September 2, 2005, there were no such gains or losses recognized in other income relating to hedges of forecasted transactions that did not occur.

Pursuant to SFAS 133, we evaluate hedge effectiveness prospectively and retrospectively and record any ineffective portion of the hedging instruments in other income (loss) on the consolidated income statement. The net gain (loss) recognized in other income for cash flow hedges due to hedge ineffectiveness was insignificant for the three and nine months ended September 1, 2006 and September 2, 2005. The time value of purchased derivative instruments is recorded in other income (loss).

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 12. FINANCIAL INSTRUMENTS (Continued)~~

~~A summary of the amounts included on the consolidated income statement due to occurrence of the hedged transaction and or time value degradation on open hedge transactions is as follows:~~

~~Income Statement~~

Three Months Ended

September 1, 2006

September 2, 2005

Revenue

Other
Income (Loss)

Revenue

Other
Income (Loss)

Gain (loss) on completed hedge transactions:

Net realized gain reclassified from other accumulated comprehensive income to revenue

$
210

$
—

$
5,351

$
—

Net realized loss from the cost of purchased options

—

(2,706
)

—

(1,061
)

Gain on open hedge transactions:

Net unrealized gain from time value degradation on open cash flow hedge transactions

—

1,046

—

233

$
210

$
5,351

$
(1,660
)

$
(828
)

Nine Months Ended

September 1, 2006

September 2, 2005

Revenue

Other
Income (Loss)

Revenue

Other
Income (Loss)

Gain (loss) on completed hedge transactions:

Net realized gain reclassified from other accumulated comprehensive income to revenue

$
3,301

$
—

$
5,351

$
—

Net realized loss from the cost of purchased options

—

(6,419
)

—

(5,567
)

Gain (loss) on open hedge transactions:

Net unrealized gain (loss) from time value degradation on open cash flow hedge transactions

—

(1,800
)

—

2,915

$
3,301

$
(8,219
)

$
5,351

$
(2,652
)

~~Balance Sheet Hedging—Hedging of Foreign Currency Assets and Liabilities~~

We hedge our net recognized foreign currency assets and liabilities with forward foreign exchange contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These derivative instruments hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value with changes in the fair value recorded as other income (loss). These derivative instruments do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged. At September 1, 2006, the outstanding balance sheet hedging derivatives had maturities of 90 days or less.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 12. FINANCIAL INSTRUMENTS (Continued)~~

~~Net gains (losses) recognized in other income (loss) relating to balance sheet hedging for the three and nine months ended September 1, 2006 and September 2, 2005 were as follows:~~

Three Months

Nine Months

2006

2005

2006

2005

Gain (loss) on foreign currency assets and liabilities:

Net realized gain (loss) recognized in other income (loss)

$
(44
)
$
19

$
9,864

$
(5,434
)
Net unrealized gain (loss) recognized in other income (loss)

(1,932
)
1,280

44

(1,099
)

(1,976
)
1,299

9,908

(6,533
)
Gain (loss) on hedges of foreign currency assets and liabilities:

Net realized gain (loss) recognized in other income (loss)

(713
)
3,956

(5,454
)
6,521

Net unrealized gain (loss) recognized in other income (loss)

3,683

(4,281
)
(1,778
)
1,860

2,970

(325
)
(7,232
)
8,381

Net gain recognized in other income

$
994

$
974

$
2,676

$
1,848

NOTE 13. INDUSTRY SEGMENTS

Coinciding with the integration of Macromedia and the start of fiscal 2006, we changed the reporting of our principal business segments to be aligned with our market opportunities and how we manage our combined businesses. For comparability, the prior fiscal period’s results have been reclassified to reflect the realignment of the business segments.

We have ~~five reportable~~the following segments: Creative Solutions, Knowledge Worker Solutions, Enterprise and Developer Solutions, Mobile and Device Solutions, and ~~Other.~~Other, which includes the Print and Classic Publishing and Platform segments. Our Creative Solutions segment focuses on delivering a complete professional line of integrated tools for a full range of creative and developer tasks to an extended set of customers. This segment combines ~~most of~~ the products of our ~~prior~~ Creative Professional and Digital Imaging and Video ~~business segments, along with the creative professional-focused products and solutions that we obtained through our acquisition of Macromedia.~~businesses. The Knowledge Worker Solutions segment focuses on the needs of knowledge worker customers, providing essential applications and services to help them share information and collaborate.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 13. INDUSTRY SEGMENTS (Continued)

This segment contains revenue generated by Adobe Acrobat Connect and our Acrobat family of products. Our Enterprise and Developer Solutions segment provides server-based enterprise interaction solutions that automate people-centric processes. The segment contains revenue generated by our LiveCycle, ColdFusion and Flex lines of products. The Mobile and Device Solutions segment provides solutions that create compelling experiences through rich content, user interfaces, and data services on mobile and non-PC devices such as cellular phones, consumer devices and internet connected hand-held devices. Finally, ~~our~~ Other ~~segment~~ contains several of our products and services which address market opportunities ranging from the diverse publishing needs of technical and business publishing, to our legacy type and OEM printing businesses, to new strategic opportunities such as OEM revenue generated from our desktop ~~Adobe Engagement Platform—~~technology platform segment which includes Adobe Reader and ~~Macromedia~~Adobe Flash Player applications.

~~ADOBE SYSTEMS INCORPORATED~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~
~~(In thousands, except share and per share data)~~
~~(Unaudited)~~

~~NOTE 13. INDUSTRY SEGMENTS~~ ~~(Continued)~~

~~The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.~~ With the exception of goodwill, we do not identify or allocate our assets by operating segments. See Note 3 for the allocation of goodwill to our reportable segments.

Creative
Solutions

Knowledge
Worker
Solutions

Enterprise
and
Developer
Solutions

Mobile and
Device
Solutions

Other

Total

Three Months ended September 1, 2006

Revenue

$
328,071

$
154,092

$
49,361

$
9,144

$
61,523

$
602,191

Cost of revenue

30,310

9,298

16,918

5,610

7,343

69,479

Gross profit

$
297,761

$
144,794

$
32,443

$
3,534

$
54,180

$
532,712

Gross profit as a percentage of revenues

91
%

94
%

66
%

39
%

88
%
88
%
Three Months ended September 2, 2005

Revenue

$
290,876

$
135,781

$
30,087

$
—

$
30,295

$
487,039

Cost of revenue

14,397

4,830

6,033

—

2,220

27,480

Gross profit

$
276,479

$
130,951

$
24,054

$
—

$
28,075

$
459,559

Gross profit as a percentage of revenues

95
%

96
%

80
%

—

93
%
94
%

	Creative Solutions			Knowledge Worker Solutions				Enterprise and Developer Solutions			Mobile and Device Solutions				Other			Total			Creative Solutions			Knowledge Worker Solutions				Enterprise and Developer Solutions				Mobile and Device Solutions				Other*			Total
Nine Months ended September 1, 2006
Three months ended August 31, 2007
Revenue	$	1,064,951			$	485,890		$	137,203			$	25,626		$	179,455		$	1,893,125		$	545,453			$	176,764			$	59,376			$	12,983		$	57,110		$	851,686
Cost of revenue	98,632				27,040			49,704				15,749			21,707			212,832			40,114				15,969				18,897				9,521			8,120			92,621
Gross profit	$	966,319			$	458,850		$	87,499			$	9,877		$	157,748		$	1,680,293		$	505,339			$	160,795			$	40,479			$	3,462		$	48,990		$	759,065
Gross profit as a percentage of revenues	91		%		94		%	64		%		39		%	88		%	89		%	93		%		91		%		68		%		27		%	86		%	89		%
Nine Months Ended September 2, 2005
Three months ended September 1, 2006
Revenue	$	834,358			$	446,856		$	80,053			$	—		$	94,683		$	1,455,950		$	331,590			$	150,573			$	49,421			$	9,144		$	61,463		$	602,191
Cost of revenue	39,993				17,109			17,639				—			7,142			81,883			31,409				9,297				16,918				5,610			6,245			69,479
Gross profit	$	794,365			$	429,747		$	62,414			$	—		$	87,541		$	1,374,067		$	300,181			$	141,276			$	32,503			$	3,534		$	55,218		$	532,712
Gross profit as a percentage of revenues	95		%		96		%	78		%		—			92		%	94		%	91		%		94		%		66		%		39		%	90		%	88		%

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 13. INDUSTRY SEGMENTS (Continued)

	Creative Solutions			Knowledge Worker Solutions				Enterprise and Developer Solutions			Mobile and Device Solutions				Other*			Total
Nine months ended August 31, 2007
Revenue	$	1,328,463			$	536,382		$	162,553			$	38,999		$	180,273		$	2,246,670
Cost of revenue	103,023				47,473			60,377				23,206			22,019			256,098
Gross profit	$	1,225,440			$	488,909		$	102,176			$	15,793		$	158,254		$	1,990,572
Gross profit as a percentage of revenues	92		%		91		%	63		%		40		%	88		%	89		%
Nine months ended September 1, 2006
Revenue	$	1,073,841			$	476,957		$	137,301			$	25,361		$	179,665		$	1,893,125
Cost of revenue	101,919				27,036			49,527				15,667			18,683			212,832
Gross profit	$	971,922			$	449,921		$	87,774			$	9,694		$	160,982		$	1,680,293
Gross profit as a percentage of revenues	91		%		94		%	64		%		38		%	90		%	89		%

* Other includes revenue related to the Print and Classic Publishing segment of $47.0 million and $152.0 million for the three and nine months ended August 31, 2007, respectively, or 6% and 7%, respectively, of revenues. For the three and nine months ended September 1, 2006, Other includes revenue related to the Print and Classic Publishing segment of $52.5 million and $152.7 million, respectively, or 9% and 8%, respectively, of revenues. Also included in Other segment revenue, in fiscal 2007 and 2006, is revenue related to our Platform segment. Costs of revenue related to our Print and Classic Publishing segment are $8.1 million and $21.8 million for the three and nine months ended August 31, 2007 and $6.4 million and $18.9 million for the three and nine months ended September 1, 2006. Gross margins for our Print and Classic Publishing segment are $39.0 million and $130.1 million for the three and nine months ended August 31, 2007, respectively, or 83% and 86%, respectively, of revenues. Gross margins for our Print and Classic Publishing segment are $46.1 million and $133.8 million for the three and nine months ended September 1, 2006, respectively, or 88% of revenues.

ADOBE SYSTEMS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 13. INDUSTRY SEGMENTS (Continued)

A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements for the three and nine month periods ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~ is as follows:

	Three Months				Nine Months				Three Months				Nine Months
	2006		2005		2006		2005		2007		2006		2007		2006
Total gross profit from operating segments above	$	532,712	$	459,559	$	1,680,293	$	1,374,067	$	759,065	$	532,712	$	1,990,572	$	1,680,293
Total operating expenses*	422,679		275,971		1,292,372		837,563		504,040		422,679		1,408,819		1,292,372
Total operating income	110,033		183,588		387,921		536,504		255,025		110,033		581,753		387,921
Non-operating income	12,979		10,376		43,845		22,053		21,970		12,979		74,760		43,845
Income before income taxes	$	123,012	$	193,964	$	431,766	$	558,557	$	276,995	$	123,012	$	656,513	$	431,766

* Total operating expenses ~~comprise~~include research and development, sales and marketing, ~~and~~ general and ~~administrative. For fiscal 2006, operating expenses also include~~administrative, restructuring and other charges, and amortization of purchased intangibles.

NOTE 14. SUBSEQUENT EVENT

~~In September 2006, we completed the sale of our minority equity investment in Atom Entertainment, Inc.~~ Structured Stock Repurchase Agreements

As ~~a result~~part of the ~~sale,~~stock repurchase program I, we entered into additional structured stock repurchase agreements in September 2007 with large financial institutions whereupon we provided the financial institutions with prepayments of $500.0 million. The $500.0 million will receive a total cash payment of approximately $91.2 million, of which $82.3 million was paid at closing and $8.9 million is being held in escrow for 18 months. As of September 1, 2006 our carrying value in Atom Entertainment was $13.2 million. We are currently assessing the tax impactbe classified as treasury stock on our ~~financial statements.~~balance sheet. See Note 8 for further information regarding our structured stock repurchase agreements.

3622

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion ~~(presented~~(unaudited and presented in millions, except share and per share ~~amounts, and is unaudited)~~amounts) should be read in conjunction with the condensed consolidated financial statements and notes thereto.

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding product plans, future growth and market opportunities, which involve risks and uncertainties that could cause actual results to differ ~~materially.~~materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in Part II, Item 1A. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission, including the Annual Report on Form ~~10-K~~10-K/A for fiscal ~~2005~~2006 and the other Quarterly Reports on Form 10-Q filed by us in fiscal ~~2006.~~2007. When used in this report, the words “expects,” “could,” ~~“would”,~~“would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

~~ACQUISITION OF MACROMEDIA~~

On December 3, 2005, we completed the acquisition of Macromedia for approximately $3.5 billion. We expect the acquisition to have a significant impact on our consolidated financial position, results of operations and cash flows. We expect our revenues, cost of revenues and operating expenses to increase in the future, but we also anticipate cost saving synergies. In addition, we expect to incur estimated restructuring charges of $20 million to $25 million in the current fiscal year, of which $20.2 million has been incurred to date. Coinciding with the integration of Macromedia and the start of our 2006 fiscal year, we changed the reporting of our principal business segments to be aligned with our market opportunities and how we manage our various businesses. The discussions in this section of the Quarterly Report on Form 10-Q, as well as the financial statements contained herein, reflect the impact of the acquisition. See Note 2 for further information regarding this acquisition.

BUSINESS OVERVIEW

Founded in 1982, Adobe Systems Incorporated is one of the largest and most diversified software companies in the world. We offer a line of creative, business and mobile software and services used by ~~high-end~~ consumers, creative professionals, designers, knowledge workers, ~~OEM~~original equipment manufacturer (“OEM”) partners, developers and enterprises for creating, managing, delivering and engaging with compelling content and experiences across multiple operating systems, devices and media. We distribute our products through a network of distributors and dealers, ~~VARs,~~value-added resellers (“VARs”), systems integrators, ~~ISVs~~independent software vendors (“ISVs”) and OEMs; direct to end users; and through our own Web site at www.adobe.com. We also license our technology to major hardware manufacturers, software developers and service providers and we offer integrated software solutions to businesses of all sizes. We have operations in the ~~Americas, EMEA~~Americas; Europe, Middle East, and Africa (“EMEA”); and Asia. Our software runs on Microsoft Windows, Apple OS, Linux, UNIX and various non-personal computer platforms, depending on the product.

We maintain executive offices and principal facilities at 345 Park Avenue, San Jose, California 95110-2704. Our telephone number is 408-536-6000. We maintain a Web site at www.adobe.com. Investors can obtain copies of our SEC filings from this site free of charge, as well as from the SEC Web site at www.sec.gov.

OPERATIONS OVERVIEW

During the nine months of fiscal 2007, we continued to focus on driving revenue growth and increasing market share of our products through the continued delivery of comprehensive software solutions that meet the evolving needs of our customers.

In our Creative Solutions business, we experienced strong demand in the third quarter of fiscal 2007 for our new Creative Suite 3 (“CS3”) family of products, resulting in record revenue in this segment. Shipments of our English versions of these new products began in April, and localized versions began shipping in bulk at the beginning of our third quarter of fiscal 2007. Reviews and industry commentary for our new CS3 products have been positive, helping to stimulate demand.

In our Knowledge Worker Solutions business, we achieved solid revenue with our Acrobat family of products in the third quarter of fiscal 2007. Helping drive this success was strong volume licensing of Acrobat products due to ongoing adoption by users in enterprises, governments, and vertical markets such as architecture, engineering and construction.

Our Enterprise and Developer Solutions business achieved quarterly sequential and year-over-year growth as we continued to focus on delivering innovative products and solutions for our customers. Our Mobile and Device business achieved strong year-over-year growth due to the ongoing success we have had targeting mobile operators, handset manufacturers, and consumer electronic device manufactures with our Flash Lite and Flash Cast technologies. Other segment revenue decreased year-over-year and sequentially, primarily due to lifecycle timing of some of our legacy products in our Print and Classic Publishing business.

CRITICAL ACCOUNTING ESTIMATES

In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported in our consolidated financial statements. We base

our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly. We also discuss our critical accounting estimates with the Audit Committee of the Board of Directors. We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, stock-based compensation, goodwill and income taxes have the greatest potential impact on our consolidated financial statements. These areas are key components of our results of operations and are based on complex rules which require us to make judgments and estimates, so we consider these to be our critical accounting policies. ~~We discuss below the critical accounting estimates associated with these policies.~~ Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. ~~For further information on~~

There have been no significant changes in our critical accounting ~~policies, see Note 1 of our Notes to Condensed Consolidated Financial Statements.~~

~~Revenue Recognition~~

We recognize revenue in accordance with current U.S. generally accepted accounting principles that have been prescribed for the software industry. Revenue recognition requirements in the software industry are very complex and are subject to change. In applying our revenue recognition policy we must determine which portions of our revenue are recognized currently and which portions, if any, must be deferred. In order to determine current and deferred revenue, we make judgments and estimates with regard to future deliverable products and services and the appropriate pricing for those products and services. Our assumptions and judgments regarding future products and services could differ from actual events, thus materially impacting our financial position and results of operations.

We have to estimate provisions for returns which are recorded against our revenues. In determining our estimate for returns, and in accordance with our internal policy regarding global channel inventory which is used to determine the level of product held by our distributors on which we have recognized revenue, we rely upon historical data, the estimated amount of product inventory in our distribution channel, the rate at which our product sells through to the end user, product plans and other factors. Our estimated provisions for returns can vary from what actually occurs. More or less product may be returned from what was estimated. The amount of inventory in the channel could be different than what is estimated. Our estimate of the rate of sell through for product in the channel could be different than what actually occurs. There could be a delay in the release of our products. These factors and unanticipated changes in the economic and industry environment could make our return estimates differ from actual returns, thus materially impacting our financial position and results of operations.

~~Stock-based Compensation~~

~~We adopted the provisions of, and account for stock-based compensation in accordance with, SFAS 123R~~ during the first quarter of fiscal 2006. We elected the modified-prospective method, under which prior periods are not revised for comparative purposes. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the awardthree and ~~is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.~~

in market traded options in accordance with SAB 107. Our decision to use implied volatility was based upon the availability of actively traded options on our common stock and our assessment that implied volatility is more representative of future stock price trends than historical volatility. We base the risk-free interest rate that we use in the option pricing model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option pricing model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All share based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

If factors change and we employ different assumptions for estimating stock-based compensation expense in future periods or if we decide to use a different valuation model, the future periods may differ significantly from what we have recorded in the current period and could materially affect our operating income, net income and net income per share.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in our option grants and employee stock purchase plan shares. Existing valuation models, including the Black-Scholes and lattice binomial models, may not provide reliable measures of the fair values of our stock-based compensation. Consequently, there is a risk that our estimates of the fair values of our stock-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or forfeiture of those stock-based payments in the future. Certain stock-based payments, such as employee stock options, may expire worthless or otherwise result in zero intrinsic valuenine months ended August 31, 2007 as compared to the ~~fair values originally estimated on the grant date~~critical accounting estimates disclosed in Management’s Discussion and ~~reported~~Analysis of Financial Condition and Results of Operations included in our ~~financial statements. Alternatively, value may be realized from these instruments that are significantly higher than the fair values originally estimated~~Annual Report on the grant date and reported in our financial statements. There currently is no market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values.

The guidance in SFAS 123R and SAB 107 is relatively new. The application of these principles may be subject to further interpretation and refinement over time. There are significant differences among valuation models, and there is a possibility that we will adopt different valuation models in the future. This may result in a lack of consistency in future periods and materially affect the fair value estimate of stock-based payments. It may also result in a lack of comparability with other companies that use different models, methods and assumptions.

~~See Note 6 for further information regarding the SFAS 123R disclosures.~~

We have just concluded a voluntary review of our stock option granting practices covering the period from 1997 to 2006. Our review earlier this year of executive officer grants uncovered no improper grants to our executive officers. Following this management review, in the fourth quarter of this year, our Board of Directors formed a Special Committee of outside Directors to undertake a broader review of annual non-executive employee option grants. The Special Committee enlisted the assistance of independent legal counsel and an independent accounting firm. The Special Committee uncovered no fraud or intentional wrongdoing. The Special Committee did find certain instances relating to grants made to employees where the list of employees and/or shares allocated to them was not sufficiently definitiveForm 10-K/A for the grant to be deemed final as of the reported grant date. In other instances, the Special Committee found that adjustments were made to some employee grants after the grant date without a corresponding change to the measurement date. We believe the impact of these instances to be immaterial for each prior year ~~as well as in the aggregate to our expected current fiscal year 2006 results.~~ended December 1, 2006.

On September 13, 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”) “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial

~~Statements”. SAB 108 is effective for fiscal years ending on or after November 15, 2006, with earlier adoption encouraged. The primary concepts set forth in SAB 108 are as follows:~~

· Registrants should quantify errors using both the “rollover” approach (current year statement of operations effect) and “iron curtain” approach (year end balance sheet effect) and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material.

· If correcting the item in the current year materially affects the current year but the item was not material in any prior year, “the prior year financial statements should be corrected, even though such revision previously was and continues to be immaterial to the prior year financial statements.” However, in this circumstance, correcting prior year financial statements for immaterial errors does not require amending previously filed financial statements. The correction can be made the next time the prior year financial statements are filed.

· For purposes of evaluating materiality under the “iron curtain” approach, all uncorrected errors on the balance sheet are presumed to be reversed into the statement of operations in the current period even though some or all of the uncorrected difference may relate to periods prior to the latest statement of operations presented and, therefore, would only impact opening accumulated earnings (deficit). If the amount of the uncorrected difference(s) is determined to be material to the current period statement of operations, then such amount would be deemed material and would have to be corrected for in the manner set forth above.

~~SAB 108 provides for the following transition guidance in the initial period of adoption:~~

· Restatement of prior years is not required if the registrant properly applied its previous approach, either “rollover” or “iron curtain” approach, so long as all relevant qualitative factors were considered.

· The SEC Staff will not object if a registrant records a one-time cumulative effect adjustment to correct errors existing in prior years that previously had been considered immaterial, quantitatively and qualitatively, based on the appropriate use of the registrant’s previous approach.

· If prior years are not restated, the cumulative effect adjustment is recorded in opening accumulated earnings (deficit) as of the beginning of the fiscal year of adoption (e.g. January 1, 2006 for a calendar year company).

· At transition, registrants electing not to restate prior periods are required to disclose “the nature and amount of each individual error being corrected for in the cumulative adjustment. The disclosure should also include when and how each error being corrected arose and the fact that the errors had previously been considered immaterial.”

Historically, we have evaluated uncorrected differences utilizing the “rollover” approach. We are currently evaluating the potential impacts of adopting SAB 108. Although we believe our prior period assessments of uncorrected differences utilizing the “rollover” approach and the conclusions reached regarding its quantitative and qualitative assessments of such uncorrected differences were appropriate, we expect that, due to the analysis required in SAB 108, certain historical uncorrected differences related to stock-based compensation, as noted above, will be corrected for as a cumulative effect adjustment to the opening retained earnings balance as of December 3, 2005.

We have not yet completed our analysis, however, we estimate that the expected net reduction to the opening retained earnings balance as of December 3, 2005, will be approximately $25 – $30 million. We are continuing to evaluate the impact of adopting SAB 108 and, as a result, the actual reduction to the opening retained earnings balance as of December 3, 2005 could be different than the $25 – $30 million estimate.

~~Goodwill Impairment~~

We perform goodwill impairment tests for each reporting unit on an annual basis, during the second quarter of our fiscal year, or more frequently, if facts and circumstances warrant a review. We make judgments about goodwill whenever events or changes in circumstances indicate that an impairment in the value of goodwill recorded on our balance sheet may exist. The timing of an impairment test may result in charges to our statements of income in our current reporting period that could not have been reasonably foreseen in prior periods. In order to estimate the fair value of goodwill, we typically make various assumptions about the future prospects for the reporting unit that the asset relates to, consider market factors specific to that reporting unit and estimate future cash flows to be generated by that reporting unit. Based on these assumptions and estimates, we determine whether we need to record an impairment charge to reduce the value of the asset carried on our balance sheet to its estimated fair value. Assumptions and estimates about future values are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, different assumptions and estimates could materially affect our reported financial results. More conservative assumptions of the anticipated future benefits from these reporting units could result in impairment charges, which would decrease net income and result in lower asset values on our balance sheet. Conversely, less conservative assumptions could result in smaller or no impairment charges, higher net income and higher asset values.

~~Accounting for Income Taxes~~

We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset.

Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We are currently under examination by the Internal Revenue Service for our fiscal 2001, 2002 and 2003 tax returns, primarily related to our intercompany transfer pricing. Although we believe our judgments, assumptions and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of the current and any future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements.

Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, thus materially impacting our financial position and results of operations.

4124

RESULTS OF OPERATIONS

~~Overview of the Three and Nine Months Ended September 1, 2006~~

During the third quarter of fiscal 2006, we continued to focus on driving revenue growth and increasing market share of our products through the continued delivery of comprehensive software solutions that meet the evolving needs of our customers.

In our Creative Solutions business segment, despite normal seasonal weakness that we experience in our third quarter, we achieved solid revenue results that were in line with our expectations. These expectations factored in a continued weakness in our creative business as it relates to existing customers deciding to delay upgrades of older versions of their software in anticipation of future releases. Helping our creative business performance was continued strong performance with our InDesign product, as well as strong year-over-year growth with our digital video related products.

In our Knowledge Worker Solutions business segment, revenue from the Acrobat family of products remained solid during the third quarter, which is the quarter preceding the pending launch of the next major version of Acrobat.

~~Our Enterprise and Developer Solutions business segment achieved strong sequential and year-over-year results, driven by record revenue for our LiveCycle family of enterprise server products.~~

~~Our Mobile and Device business segment achieved sequential quarter-over-quarter growth; and our Other business segment achieved solid results.~~

We continue to focus on delivering innovative products and solutions for our customers. Our success could be limited by several factors, including the timely release of new products, continued market acceptance of our products, and the introduction of new products by existing or new competitors. For a further discussion of these and other risk factors, see Part II, Item IA, “Risk Factors.”

Revenue for the Three and Nine Months Ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
Product	$	579.2		$	476.0			22	%	$	1,830.9		$	1,424.9			28	%	$	813.4		$	579.2			40	%	$	2,147.2		$	1,830.9			17	%
Percentage of total revenues	96		%	98		%				97		%	98		%				96		%	96		%				96		%	97		%
Services and support	23.0			11.0				109	%	62.2			31.1				100	%	38.3			23.0				67	%	99.5			62.2				60	%
Percentage of total revenues	4		%	2		%				3		%	2		%				4		%	4		%				4		%	3		%
Total revenues	$	602.2		$	487.0					$	1,893.1		$	1,456.0					$	851.7		$	602.2					$	2,246.7		$	1,893.1				��

As noted in our Annual Report on Form 10-K for our fiscal 2005, we changed the reporting of our principal business segments to be aligned with our market opportunities and how we manage our various businesses. For comparability, the prior fiscal period’s results have only been reclassified to reflect the realignment of the business segments and do not include Macromedia’s revenue for fiscal 2005.

~~We have five reportable segments as~~ described in Note 13 of our Notes to Condensed Consolidated Financial ~~Statements.~~Statements, we have the following segments: Creative Solutions, Knowledge Worker Solutions, Enterprise and Developer Solutions, Mobile and Device Solutions and Other, which includes the Print and Classic Publishing and Platform segments.

Our services and support revenue is composed of consulting, training and maintenance and support, primarily related to the licensing of our Enterprise and Developer Solutions and Mobile and Device Solutions products. Our support revenue also includes technical support and developer support to partners and developer organizations related to our desktop products. Our consulting revenue is recognized using the proportionate performance method and is measured monthly based on input measures, such as on hours incurred to date compared to total estimated hours to complete, with consideration given to output measures, such as contract milestones, when applicable. Our maintenance and support offerings, which entitle customers to

receive product upgrades and enhancements or technical support, depending on the offering, isare recognized ratably over the term of the arrangement.

Segment ~~revenues~~Information

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
Creative Solutions	$	328.1		$	290.9			13	%	$	1,065.0		$	834.3			28	%	$	545.5		$	331.6			65	%	$	1,328.5		$	1,073.8			24	%
Percentage of total revenues	55		%	60		%				56		%	57		%				64		%	55		%				59		%	57		%
Knowledge Worker Solutions	154.1			135.7				13	%	485.9			446.9				9	%	176.8			150.6				17	%	536.4			477.0				12	%
Percentage of total revenues	26		%	28		%				26		%	31		%				21		%	25		%				24		%	25		%
Enterprise and Developer Solutions	49.4			30.1				64	%	137.2			80.1				71	%	59.3			49.4				20	%	162.5			137.2				18	%
Percentage of total revenues	8		%	6		%				7		%	6		%				7		%	8		%				7		%	7		%
Mobile and Device Solutions	9.1			—				*	%	25.5			—				*	%	13.0			9.1				43	%	39.0			25.4				54	%
Percentage of total revenues	2		%	—						1		%	—						1		%	2		%				2		%	1		%
Other	61.5			30.3				103	%	179.5			94.7				90	%
Other**																			57.1			61.5				(7	)%	180.3			179.7				*	%
Percentage of total revenues	10		%	6		%				9		%	6		%				7		%	10		%				8		%	10		%
Total revenues	$	602.2		$	487.0					$	1,893.1		$	1,456.0					$	851.7		$	602.2					$	2,246.7		$	1,893.1

* Percentage is not meaningful.

** Other includes revenue related to the Print and Classic Publishing segment of $47.0 million and $152.0 million for the three and nine months ended August 31, 2007, respectively, or 6% and 7%, respectively, of revenues. For the three and nine months ended September 1, 2006, Other includes revenue related to the Print and Classic Publishing segment of $52.5 million and $152.7 million, respectively, or 9% and 8% of revenues. Also included in Other segment revenue, in fiscal 2007 and 2006, is revenue related to our Platform segment.

Revenue from our Creative Solutions segment increased during the three and nine months ended ~~September 1, 2006~~August 31, 2007 as compared to the three and nine months ended September ~~2, 2005~~1, 2006 primarily due to the ~~addition~~launch of~~new~~ the English versions of our CS3 family of products ~~related to~~in the ~~acquisition~~second quarter of ~~Macromedia. We had an approximately 39%~~fiscal 2007 and ~~47% increase in revenues respectively, from our Digital Video software products due to~~ the release of ~~the Adobe Production Studio and the new~~localized versions of our ~~video products. Revenue also increased 11% for~~CS3 family of products during the ~~nine months ended September 1, 2006, in our creative products due to continued growth in revenue from our Adobe Creative Suites product and the introduction~~third quarter of new software bundles. These increases were partially offset by a decrease in revenues of 3% and 6% respectively, for the three and nine months ended September 1, 2006, from our Digital Imaging software products due to product lifecycle timing. Additionally, for the three months ended September 1, 2006, revenue from our Creative Professional software products decreased 10% due to product lifecycle timing.fiscal 2007.

Revenue from our Knowledge Worker Solutions segment increased during the three and nine months ended ~~September 1, 2006~~August 31, 2007 as compared to the three and nine months ended September ~~2, 2005~~1, 2006 primarily due to an increase in the ~~addition~~licensing of our new ~~products related to the acquisition~~Acrobat 8 family of ~~Macromedia. There were no notable decreases for the three and nine months ended September 1, 2006.~~products.

Revenue from our Enterprise and Developer Solutions segment increased during the three and nine months ended ~~September 1, 2006~~August 31, 2007 as compared to the three and nine months ended September ~~2, 2005~~1, 2006 primarily due to ~~the addition~~continued adoption of ~~new products related to the acquisition of Macromedia. Revenue from this segment also grew due to increases in revenue from~~ our LiveCycle ~~products~~family of 16% and 26% as a result of increased licensing and server support revenue, as we continue to focus on both the government sector and financial services. There were no notable decreases for the three and nine months ended September 1, 2006.products.

Revenue from our Mobile and Device Solutions segment increased during the three and nine months ended ~~September 1, 2006~~August 31, 2007 as compared to the three and nine months ended September ~~2, 2005, wholly~~1, 2006, due to ~~the addition~~continued adoption of ~~new products related to the acquisition of Macromedia.~~our Flash Lite by mobile and non-PC device manufacturers, and our Flash Cast solutions by mobile operators.

Revenue from our Other segment ~~increased~~decreased during the three months ended August 31, 2007 and was relatively stable for the nine months ended ~~September 1, 2006~~August 31, 2007 as compared to the three and nine months ended September ~~2, 2005,~~1, 2006. The decrease was primarily due to ~~increased~~

lower revenue ~~from PostScript licensing~~with some of our legacy products in our Print and Classic Publishing segment due to the ~~addition~~timing of the release of new ~~products related to the acquisition of Macromedia. There were no notable decreases for the three and nine months ended September 1, 2006.~~product versions.

Geographical Information

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
Americas	$	310.3		$	228.3			36	%	$	929.9		$	688.7			35	%	$	400.7		$	310.3			29	%	$	1,082.5		$	929.9			16	%
Percentage of total revenues	52		%	47		%				49		%	47		%				47		%	52		%				48		%	49		%
EMEA	165.4			153.0				8	%	553.7			448.6				23	%	281.5			165.4				70	%	708.1			553.7				28	%
Percentage of total revenues	27		%	31		%				29		%	31		%				33		%	27		%				32		%	29		%
Asia	126.5			105.7				20	%	409.5			318.7				28	%	169.5			126.5				34	%	456.1			409.5				11	%
Percentage of total revenues	21		%	22		%				22		%	22		%				20		%	21		%				20		%	22		%
Total revenues	$	602.2		$	487.0					$	1,893.1		$	1,456.0					$	851.7		$	602.2					$	2,246.7		$	1,893.1

Overall revenues in each of the geographic segments for the three and nine months ended ~~September 1, 2006~~August 31, 2007 increased, ~~comparatively~~compared to the three and nine months ended September ~~2, 2005~~1, 2006 primarily due to the ~~acquisition~~launch of ~~Macromedia.~~the English versions of our CS3 family of products in the second quarter of fiscal 2007, the release of the localized versions of our CS3 family of products during the third quarter of fiscal 2007 and success with our Acrobat 8 family of products.

Revenue in the Americas increased during the three and nine months ended August 31, 2007 compared to the three and nine months ended September 1, 2006 primarily due to the ~~strength~~launch of the English versions of our ~~Creative Solutions, Enterprise Solutions,~~CS3 family of products during the second quarter of fiscal 2007 and increased revenue from the Acrobat 8 family of products. Revenue in the Americas also increased in the Knowledge Worker Solutions, Mobile and ~~Other segments.~~Device Solutions and Platform products, due to higher sales volumes.

Revenue in EMEA increased during the three and nine months ended ~~September 1, 2006 due~~August 31, 2007 compared to the ~~strength of our Other segment. Revenue in EMEA increased during the~~three and nine months ended September 1, 2006 due to the ~~strength~~release of localized versions of our ~~Creative Solutions, Enterprise Solutions,~~CS3 family of products and ~~Other segments.~~

~~Revenue~~increases in ~~Asia increased during~~revenue from the three months ended September 1, 2006 due to the strength of our Creative Solution, Mobile and Device Solutions, and Other segments. Revenue in Asia increased during the nine months ended September 1, 2006 due to the strength of our Creative Solutions, Enterprise Solutions, Mobile and Device Solutions, and Other segments.

Acrobat Pro products. Additionally, revenues in EMEA ~~and Asia~~ measured in USU.S. dollars ~~decreased~~increased approximately ~~$1.8~~$13.8 million and ~~$41.6~~$42.5 million during the three and nine months ended ~~September 1, 2006,~~August 31, 2007, respectively, over the same reporting periods last year due to the strength of the ~~dollar~~euro over the ~~euro~~U.S. dollar.

Revenue in Asia increased during the three and nine months ended August 31, 2007 compared to the three and nine months ended September 1, 2006 due to the release of localized version of our CS3 family of products. Additionally, revenues in Asia measured in U.S. dollars decreased approximately $2.7 million and $2.6 million during the three and nine months ended August 31, 2007, respectively, over the same reporting periods last year due to the strength of the U.S. dollar over the yen.

Inventory Information

At the end of the third quarter of fiscal ~~2006~~2007 our distributor inventory position was within our global inventory policy which allows up to an estimated 4.5 weeks of anticipated product supply at our distributors.

With regard to our product backlog, our experience is that the actual amount of backlog at any particular time may not be a meaningful indicator of future business prospects. For example, prior to the finalization and release of new products, we may have significant levels of orders for new product releases. Our backlog of unfulfilled orders at the end of the third quarter of fiscal ~~2006,~~2007, other than those associated with new product releases, those pending credit review and those not shipped due to the application of our global ~~distributor~~ inventory policy, was ~~an insignificant percentage~~approximately 6% of third quarter fiscal ~~2006~~2007 revenue. The comparable backlog at the end of the second quarter of fiscal ~~2006~~2007 was ~~also an insignificant percentage~~approximately 1% of the second quarter of fiscal ~~2006~~2007 revenue.

Cost of Revenue for the Three and Nine Months Ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
Product	$	53.3		$	21.6			147	%	$	165.4		$	65.2			154	%	$	69.0		$	53.3			29	%	$	193.5		$	165.4			17	%
Percentage of total revenues	9		%	4		%				9		%	5		%				8		%	9		%				9		%	9		%
Services and support	16.2			5.9				175	%	47.4			16.7				185	%	23.6			16.2				46	%	62.6			47.4				32	%
Percentage of total revenues	3		%	1		%				3		%	1		%				3		%	3		%				3		%	3		%
Total cost of revenues	$	69.5		$	27.5					$	212.8		$	81.9					$	92.6		$	69.5					$	256.1		$	212.8

Cost of product revenue includes product packaging, third-party royalties, excess and obsolete inventory, amortization related to localization costs and acquired technologies and the costs associated with the manufacturing of our products.

Cost of product revenue fluctuated due to the following:

	% Change 2006 to 2007 QTD			% Change 2006 to 2007 YTD
Increased localization costs related to our product launches		23	%		7	%
Increased royalties for licensed technologies		6			5
Increased material costs due to product mix		4			1
Increased excess and obsolete inventory		2			4
Decreased amortization of purchased technology		(10	)		(2	)
Various individually insignificant items		4			2
Total change		29	%		17	%

Localization costs increased during the third quarter of fiscal 2007 as compared to the third quarter of fiscal 2006, primarily due to the ~~acquisition~~release of ~~Macromedia~~the localized versions of our CS3 family of products.

Amortization expense decreased during the third quarter of fiscal 2007 as compared to the third quarter of fiscal 2006, due to the decrease in the ~~following areas:~~Macromedia purchased technology amortization.

% Change
2006 to 2005
QTD

% Change
2006 to 2005
YTD

Increased amortization of purchased technology

155
%

154
%

Decreased localization costs related to our product launches

(12
)

—

Increased royalties for licensed technologies

3

1

Decreased excess and obsolete inventory

(1
)

(4
)

Increased material costs due to product mix

—

2

Various individually insignificant items

2

1

Total change

147
%

154
%

Cost of services and support revenue is composed primarily of employee-related costs and ~~related~~ costs incurred to provide consulting services, training and product support.

Cost of services and support revenue increased during the three and nine months ended ~~September 1, 2006~~August 31, 2007 as compared to the three and nine months ended September ~~2, 2005,~~1, 2006, due to increases in compensation and related benefits ~~and travel expenses~~ as a result of higher headcount to support our product launches and increases in incentive compensation related to ~~increases in services~~profit sharing and support activities. Included in compensation costs for the three and nine months ended September 1, 2006 are compensation and related benefits, including amortization of deferred compensation, for former Macromedia employees and stock-based compensation costs as a result of adopting SFAS 123R at the beginning of fiscal 2006. Cost of services and support revenue also increased dueemployee bonuses based on company performance to ~~costs associated with our Expert Support program.~~date.

Operating Expenses for the Three and Nine Months Ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months					Percent
	2006			2005			Change			2006			2005			Change			2007		��	2006			Change			2007		2006			Change
Research and development	$	130.4		$	94.6			38	%	$	401.3		$	270.7			48	%	$	163.2		$	130.4			25	%	450.4		$	401.3			12	%
Percentage of total revenues	22		%	19		%				21		%	19		%				19		%	22		%				20	%	21		%

Research and development expenses consist primarily of salary and benefit expenses for software developers, contracted development efforts, related facilities costs and expenses associated with computer equipment used in software development.

Research and development expenses fluctuated due to the following:

% Change
2006 to 2005
QTD

% Change
2006 to 2005
YTD

Increased compensation and related benefits associated with headcount growth related to the Macromedia acquisition, higher incentive compensation, amortization of deferred stock compensation related to the acquisition of Macromedia and stock-based compensation costs as a result of adopting SFAS 123R at the beginning of fiscal 2006

30
%

36
%

Increased facility costs related to acquisition of Macromedia

4

5

Increased costs related to purchase of incomplete technology

—

3

Various individually insignificant items

4

4

Total change

38
%

48
%

	% Change 2006 to 2007 QTD			% Change 2006 to 2007 YTD
Increased compensation associated with higher incentive compensation and stock based compensation		15	%		5	%
Increased compensation and related benefits associated with headcount growth		9			9
Increased professional and consulting fees		1			1
Decreased technology purchases		(2	)		(2	)
Various individually insignificant items		2			(1	)
Total change		25	%		12	%

The increase in the higher incentive compensation for the three months ended August 31, 2007 relates to higher expense for profit sharing and employee bonuses based on company performance to date.

We believe that investments in research and development, including the recruiting and hiring of software developers, are critical to remain competitive in the marketplace and are directly related to continued timely development of new and enhanced products. We will continue to focus on long-term opportunities available in our end markets and make significant investments in the development of our desktop application and server-based software products.

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
Sales and marketing	$	217.2		$	143.7			51	%	$	641.4		$	446.1			44	%	$	251.2		$	217.2			16	%	$	702.3		$	641.4			9	%
Percentage of total revenues	36		%	30		%				34		%	31		%				29		%	36		%				31		%	34		%

Sales and marketing expenses primarily include salary and benefit expenses, sales commissions, travel expenses and related facilities costs for our sales, marketing, order management and global supply chain management personnel. Sales and marketing expenses also include the costs of programs aimed at increasing revenue, such as advertising, trade shows, public relations and other market development programs.

Sales and marketing expenses fluctuated due to the following:

% Change
2006 to 2005
QTD

% Change
2006 to 2005
YTD

Increased compensation and related benefits associated with headcount growth related to the Macromedia acquisition, higher incentive compensation, amortization of deferred stock compensation related to the acquisition of Macromedia and stock-based compensation costs as a result of adopting SFAS 123R at the beginning of fiscal 2006

39
%

34
%

Increased contractor costs

3

3

Increased professional fees

3

3

Increased facility costs related to acquisition of Macromedia

3

3

Increased marketing spending related to product launches and overall marketing efforts to further increase revenues

1

1

Various individually insignificant items

2

—

Total change

51
%

44
%

	% Change 2006 to 2007 QTD			% Change 2006 to 2007 YTD
Increased compensation associated with higher incentive compensation and stock based compensation		7	%		4	%
Increased marketing spending related to product launches and overall marketing efforts to further increase revenues		5			1
Increased compensation and related benefits associated with headcount growth		3			3
Increased professional and consulting fees		1			2
Increased facility costs		1			1
Various individually insignificant items		(1	)		(2	)
Total change		16	%		9	%

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
General and administrative	$	57.3		$	37.6			52	%	$	177.3		$	120.8			47	%	$	71.1		$	57.3			24	%	$	201.0		$	177.3			13	%
Percentage of total revenues	10		%	8		%				9		%	8		%				8		%	10		%				9		%	9		%

General and administrative expenses consist primarily of compensation and benefit expenses, travel expenses, and related facilities costs for our finance, facilities, human resources, legal, information services and executive personnel. General and administrative expenses also include outside legal and accounting fees, provision for bad debts, expenses associated with computer equipment and software used in the administration of the business, charitable contributions, and various forms of insurance.

General and administrative expenses fluctuated due to the following:

% Change
2006 to 2005
QTD

% Change
2006 to 2005
YTD

Increased compensation and related benefits associated with headcount growth related to the Macromedia acquisition, higher incentive compensation, amortization of deferred stock compensation related to the acquisition of Macromedia and stock-based compensation costs as a result of adopting SFAS 123R at the beginning of fiscal 2006

20
%

22
%

Increased charitable contributions

10

1

Increased legal costs

9

5

Increased contractor costs

4

5

Increased depreciation and amortization

5

5

Increased repairs and maintenance

3

3

Increased provision for bad debt

—

1

Various individually insignificant items

1

5

Total change

52
%

47
%

	% Change 2006 to 2007 QTD			% Change 2006 to 2007 YTD
Increased compensation associated with higher incentive compensation and stock based compensation		15	%		7	%
Increased professional and consulting fees		5			1
Increased compensation and related benefits associated with headcount growth		3			3
Increased depreciation and amortization		2			2
Various individually insignificant items		(1	)		—
Total change		24	%		13	%

The increase in the higher incentive compensation for the three months ended August 31, 2007 relates to higher expense for profit sharing and employee bonuses based on company performance to date.

	Three Months								Percent			Nine Months							Percent			Three Months						Percent			Nine Months						Percent
	2006				2005				Change			2006			2005				Change			2007			2006			Change			2007			2006			Change
Restructuring and other charges		$	—			$	—			*	%	$	20.2			$	—			*	%		0.6			—			*	%		0.6		$	20.2			(97	)%
Percentage of total revenues.		*		%		—		%				1		%		—		%
Percentage of total revenues																							*	%		*	%					*	%	1		%

* Percentage is not meaningful.

In the first quarter of fiscal 2006, pursuant to Board of Directors’ approval, we implemented a restructuring plan to eliminate 313 positions held by Adobe employees worldwide and which impacted all functional areas. ~~As of September 1, 2006, the majority of the~~The reduction in force ~~had taken place.~~was completed in fiscal 2006. The restructuring plan ~~which is estimated to be completed in the first quarter of fiscal 2007, will~~ also ~~include~~includes costs related to the world-wide consolidation of facilities, the cancellation of certain contracts and the write-off of fixed assets located at facilities that will be vacated. During the nine months ended September 1, 2006, the total restructuring charges of $20.2 million included severance and related charges associated with the reduction in force and costs related to the closure of duplicative facilities and the cancellation of certain contracts. The total restructuring charges are estimated to be between $20 and $25 million, with nearly all of the expense recorded in fiscal 2006.

Three Months

Percent

Nine Months

Percent

2006

2005

Change

2006

2005

Change

Amortization of purchased intangibles

$
17.7

$
—

*
%

$
52.1

$
—

*
%

Percentage of total revenues

3
%

—
%

3
%

—
%

	Three Months						Percent			Nine Months						Percent
	2007			2006			Change			2007			2006			Change
Amortization of purchased intangibles	$	17.9		$	17.7			1	%	$	54.5		$	52.1			5	%
Percentage of total revenues.	2		%	3		%				2		%	3		%

* ~~Percentage is not meaningful.~~

As a result of acquiring Macromedia, we acquired purchased intangibles which will be amortized over their estimated useful lives of two to four years. ~~See Note 3~~In addition, during the second quarter of ~~Notes~~fiscal 2007, we acquired $12.9 million of purchased intangibles which will be amortized over their estimated useful lives.

Included in the amortization of purchased intangibles for the nine months ended August 31, 2007, is $1.5 million related to ~~Condensed Consolidated Financial Statements for further information regarding these purchased intangibles.~~in process research and development from the acquisition that occurred during the second quarter of fiscal 2007.

Non-operating Income for the Three and Nine Months Ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
Investment loss, net	$	(5.1	)	$	(2.0	)		155	%	$	(3.7	)	$	(6.3	)		(41	)%
Investment gain (loss), net																			$	(0.7	)	$	(5.1	)		86	%	$	9.1		$	(3.7	)		346	%
Percentage of total revenues	*		%	*		%				*		%	*		%				*		%	(1		)%				*		%	*		%
Interest and other income, net	18.1			12.4				46	%	47.5			28.4				68	%
Interest and other income																			22.7			18.1				25	%	65.7			47.5				38	%
Percentage of total revenues	3		%	3		%				3		%	2		%				3		%	3		%				3		%	3		%
Total non-operating income	$	13.0		$	10.4					$	43.8		$	22.1					$	22.0		$	13.0					$	74.8		$	43.8

* Percentage is not meaningful.

Investment ~~Loss~~Gain (Loss), net

Investment ~~loss~~gain (loss), net consists principally of realized gains or losses from the sale of marketable equity investments, other-than-temporary declines in the value of marketable and non-marketable equity securities and gains and losses of Adobe Ventures.

Three Months

Nine Months

2006

2005

2006

2005

Net losses related to our investments in Adobe Ventures and cost method investments

$
(5.0
)
$
(2.0
)
$
(3.5
)
$
(5.9
)
Write-downs due to other-than-temporary declines in value of our marketable equity securities

—

—

—

(0.6
)
Gains related to sales of short-term investments

—

0.1

—

0.1

Gains (losses) on stock warrants

(0.1
)
(0.1
)
(0.2
)
0.1

Total investment loss

$
(5.1
)
$
(2.0
)
$
(3.7
)
$
(6.3
)

~~We are uncertain~~ In the three months ended August 31, 2007, investment loss, net decreased as compared to the three months ended September 1, 2006 due to a decline in the level of ~~future~~ investment ~~gains or losses as they are primarily dependent upon~~impairments recorded in the ~~operations~~third quarter of fiscal 2006. In the ~~underlying investee companies~~.nine months ended August 31, 2007, investment gain, net increased due to the gain on sale of a marketable equity investment.

Interest and Other Income

The largest component of interest and other income is interest earned on cash, cash equivalents and short-term fixed income investments, but also includes gains and losses on the sale of fixed income investments, foreign exchange transaction and hedging gains and losses, and interest expense.

Interest and other income increased during the three ~~and~~months ended August 31, 2007 as compared to the three months ended September 1, 2006 due to higher rates of return. For the nine months ended August 31, 2007 as compared to the nine months ended September 1, 2006, interest and other income increased as ~~compared to the three and nine months ended September 2, 2005 due to higher~~a result of increased levels of invested cash ~~and short term investments during fiscal 2006~~balances and higher rates of ~~return during fiscal 2006.~~return.

Provision for Income Taxes for the Three and Nine Months Ended August 31, 2007 and September 1, 2006 ~~and September 2, 2005~~

	Three Months						Percent			Nine Months						Percent			Three Months						Percent			Nine Months						Percent
	2006			2005			Change			2006			2005			Change			2007			2006			Change			2007			2006			Change
Provision for income taxes	$	28.6		$	49.0			(42	)%	$	109.2		$	112.0			(3	)%	$	71.8		$	28.6			151	%	$	154.9		$	109.2			42	%
Percentage of total revenues	5		%	10		%				6		%	8		%				8		%	5		%				7		%	6		%
Effective tax rate	23		%	25		%				25		%	20		%				26		%	23		%				24		%	25		%

Our effective tax rate ~~decreased~~increased approximately ~~two percentage points~~3% in the three months ended ~~September 1, 2006~~August 31, 2007 as compared to the three months ended September ~~2, 2005.~~1, 2006. The ~~net decrease~~increase is ~~comprised of a three percentage point decrease~~primarily due to ~~revised~~the income tax effects associated with reductions in estimated tax exempt interest income, changes in estimated taxable income in the U.S., and a fiscal 2006 revision of estimates of ~~research and development~~certain tax

credits ~~and Foreign Tax Credits~~ that we were entitled to ~~take~~claim on our income tax returns. Additionally, the expiration of the Federal research and development tax credit on December 31, 2005, the income tax effect of purchase accounting adjustments, and the adoption of SFAS 123R also contributed to the change.

Our effective tax rate ~~increased five percentage points~~decreased approximately 1% during the nine months ended ~~September 1, 2006~~August 31, 2007 as compared to the nine months ended September ~~2, 2005.~~ 1, 2006. The ~~net increase~~decrease is ~~comprised of an approximately one percentage point decrease~~primarily due to the ~~expiration~~reinstatement of the federal research and development tax credit onin December ~~31, 2005, the income tax effect on purchase accounting adjustments and acquired intangibles, and the adoption of SFAS 123R. Approximately six percentage points~~2006. The reinstatement of the ~~increase is due~~credit was retroactive to aJanuary 1, 2006. A $12.3 million cumulative tax benefit ~~recognized~~ for the ~~repatriation~~credit relating to fiscal 2006 was reflected in its entirety in the first quarter of ~~certain foreign earnings in 2005. The net tax benefit includes a reversal for taxes on foreign earnings for which a deferred tax liability had been previously accrued.~~fiscal 2007.

LIQUIDITY AND CAPITAL RESOURCES

	September 1, 2006			December 2, 2005			Percent Change			August 31, 2007			December 1, 2006			Percent Change
Cash, cash equivalents and short-term investments		$	1,986.5		$	1,700.8		17	%		$	1,955.7		$	2,280.9		(14	)%
Working capital		$	1,938.9		$	1,528.2		27	%		$	1,697.5		$	2,207.1		(23	)%
Stockholders’ equity		$	4,913.8		$	1,864.3		164	%		$	4,733.0		$	5,151.9		(8	)%

Summary of our cash flows:

	August 31, 2007			September 1, 2006				Percent Change
Net cash provided by operating activities	$	1,041.1			$	608.9			71	%
Net cash (used for) provided by investing activities	(213.3		)		338.6				(163	)%
Net cash used for financing activities	(1,042.5		)		(727.1		)		43	%
Effect of foreign currency exchange rates on cash and cash equivalents	1.5				3.5				(57	)%
Net (decrease) increase in cash and cash equivalents	$	(213.2	)		$	223.9			(195	)%

Our primary source of cash is receipts from revenue. The primary uses of cash are payroll ~~(salaries, bonuses, and benefits),~~related expenses; general operating expenses ~~(marketing,~~including marketing, travel and office ~~rent)~~rent; and cost of product revenue. Another source of cash is proceeds from the exercise of employee options and participation in the employee stock purchase plan and another use of cash is our stock repurchase program, which is detailed below.

Net cash provided by operating activities inof $1.0 billion for the nine months ended ~~September 1, 2006,~~August 31, 2007, was primarily comprised of net income, net of non-cash related expenses. The primary working capital ~~source~~sources of cash ~~was a~~were increases in net income, decreases in trade receivables and increases in deferred revenue, income taxes payable, trade payables and accrued expenses. The decrease in accounts receivable was due to collections in the first quarter of fiscal 2007 that were related to the high Acrobat 8 sales at the end of fiscal 2006. In addition, during the third quarter of fiscal 2007, there were strong collections of accounts receivable resulting from shipments of our CS3 family of products. Our days sales outstanding in

trade receivables (“DSO”) was 28 days for the third quarter of fiscal 2007. Net changes in accrued expenses is attributable primarily to increases in accrued bonuses. Increases to deferred revenue relate to the Lightroom products and maintenance and support on Enterprise license transactions, where revenue is being recognized on a ratable basis in addition to other increases related to royalty revenue.

The primary working capital uses of cash were outlays for prepaid expenses and other current assets and ~~increases in income taxes payable~~payments of accrued restructuring costs. Outlays for prepaid expenses and ~~deferred revenue. Other~~other current assets ~~decreased~~were primarily ~~due to the reclassification of acquisition costs. Income taxes payable increased primarily due to tax benefits from deductions resulting from the exercise of stock options~~for payments made for tradeshows and ~~disqualifying dispositions. Deferred revenue increased primarily due to increased maintenance~~prepaid payroll expenses offset in part by restricted cash proceeds and support obligations. Working capital uses of cash included an increase in trade receivables and decreases in accrued expenses and accrued restructuring. Our trade receivables increased due to an increase in revenue. As compared to the same period last year, our days sales outstanding in trade receivables (“DSO”) increased from 29 days to 43 days. The increase in DSO was due to an increase in revenue in the latter part of the quarter due to timing of product shipments and an increase in certain receivables from the Macromedia acquisition which have longer payment terms. Accrued expenses decreased because of compensation related costs and other expenses.normal amortization for insurance premiums. Accrued restructuring decreased primarily due to payments for facility and severance costs for the ~~payment of restructuring costs.~~nine months ended August 31, 2007.

Net cash ~~provided by~~from investing activities ~~increased in~~decreased from cash provided for the nine months ended September 1, 2006 ~~as compared~~of $338.6 million to cash used for the ~~same period last year primarily due to~~nine months ended August 31, 2007 of $213.3 million. In the first nine months ended September 1, 2006, net cash acquired with ~~Macromedia. We expect~~the Macromedia acquisition amounted to ~~continue to invest in short-term investments and purchase additional~~$488.4 million for which no similar transaction of this magnitude occurred during the first nine months ended August 31, 2007. Uses of cash during the first nine months ended August 31, 2007 include purchases of property and equipment, purchases of long-term investments and other assets which relate primarily to ~~support our growth.~~

~~In September 2006, we~~the technology licensing arrangements that occurred during the second quarter of fiscal 2007 and two acquisitions completed ~~the sale~~in 2007. Uses of cash for purchases of short-term investments were offset in part by maturities and sales of short-term investments. Additionally, as part of our ~~minority equity investment in Atom Entertainment, Inc. As~~lease extension for the Almaden Tower lease completed during the second fiscal quarter of 2007, we purchased a ~~result~~portion of the ~~sale, we will receive a total cash payment~~lease receivable totaling $80.4 million. See Note 11 of ~~approximately $91.2 million, of which $82.3 million was paid at closing and $8.9 million is being held in escrow~~our Notes to Condensed Consolidated Financial Statements for ~~18 months.~~further information regarding this lease extension.

Net cash used for financing activities increased $315.4 million for a total of approximately $1.0 billion in the nine months ended ~~September 1, 2006~~August 31, 2007 as compared to cash ~~provided~~used for the same period last year, primarily due to ~~the~~increased purchases of treasury ~~stock.~~stock when compared to the prior year. (See sections titled “Stock Repurchase Program I and Stock Repurchase Program II”). Cash used during the nine months ended ~~September 1,~~August 31, 2007 and 2006 ~~was~~were partially offset by the proceeds related to the issuance of the treasury stock. Cash used for stock repurchases during fiscal 2006 increased from the prior year due to a higher average cost per share, a higher number of shares being repurchased, and remaining prepayments related to stock repurchase agreements (see section titled “Stock Repurchase Program I—On-Going Dilution).

We expect to continue our investing activities, including ~~investments in~~ short-term and long-term investments and purchases of computer systems for research and development, sales and marketing, product support, and administrative staff. Furthermore, cash reserves may be used to repurchase stock under our stock repurchase programs and strategically acquire software companies, products or technologies that are complementary to our business.

Adobe uses professional investment management firms to manage most of our invested cash. External investment firms managed, on average, 77% of Adobe’s invested balances during the third quarter of fiscal 2006. Within the U.S., the fixed income portfolio is primarily invested in municipal bonds. Outside of the U.S., our fixed income portfolio is primarily invested in U.S. Treasury notes and highly rated corporate notes. The balance of the fixed income portfolio is managed internally and invested primarily in money market and enhanced money market funds for working capital purposes. As of September 1, 2006, $34.7 million of the securities now classified as short-term investments have structural features that allow us to sell the securities at par within 90 days and thus retain similar liquidity characteristics as cash equivalents. All investments are made according to policies approved by the Board of ~~Directors.~~Directors has approved a facilities expansion for our operations in India, which may include the purchase of land and buildings. As previously disclosed, we plan to invest $100.0 million in venture capital, of which, approximately $15.0 million has already been spent. The remaining balance will be invested over the next three to five years.

Our existing cash, cash equivalents and investment balances may decline during fiscal ~~2006~~2007 in the event of a weakening of the economy or changes in our planned cash outlay. However, based on our current business plan and revenue prospects, we believe that our existing balances together with our anticipated cash flows from operations will be sufficient to meet our working capital and operating resource expenditure requirements for the next twelve months. Cash from operations could be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part II, Item 1A titled “Risk Factors.” ~~Also, while~~During the third quarter of fiscal 2007, we ~~currently have no committed lines of~~also increased our existing $500.0 million credit facility to $1.0 billion. This credit facility will be used to provide backup liquidity for general corporate purposes. Also, we believe that our banking relationships and good credit should afford us the opportunity to raise ~~sufficient debt~~additional capital in the bank or public market, if required.

Adobe uses professional investment management firms to manage most of our invested cash. External investment firms managed, on average, 73% of Adobe’s invested balances during the third quarter of fiscal 2007. Within the U.S., the fixed income portfolio is primarily invested in municipal bonds. Outside of the

U.S., our fixed income portfolio is primarily invested in U.S. Treasury notes and highly rated corporate notes. The balance of the fixed income portfolio is managed internally and invested primarily in money market and enhanced money market funds for working capital purposes. As of August 31, 2007, $340.7 million of the securities now classified as short-term investments have structural features that allow us to sell the securities at par within 90 days and thus retain similar liquidity characteristics as cash equivalents. All investments are made according to policies approved by the Board of Directors.

Stock Repurchase Program ~~I—On-going Dilution Coverage~~I

~~As part of this program, on April 17, 2005, the Board of Directors approved the use of $1.0 billion for stock repurchase commencing upon the close of the Macromedia acquisition.~~August 31, 2007.

foregone return on our cash prepayments to the financial institutions. There were no explicit commissions or fees on these structured repurchases. Under the terms of the agreements, there is no requirement for the financial institutions to return any portion of the prepayment to us.

The financial institutions agree to deliver shares to us at monthly intervals during the contract term. ~~For a monthly breakdown of repurchase amounts refer to~~ ~~Part II, Item 2(c) of this filing.~~ The parameters used to calculate the number of shares deliverable are: the total notional amount of the contract, the number of trading days in the contract, the number of trading days in the interval, and the average VWAP of our stock during the interval less the agreed upon discount.

~~For the nine months ended September 1, 2006, the $1.1 billion prepayment was~~The prepayments were classified as treasury stock on our balance sheet at the payment date, though only shares physically delivered to us by ~~September 1, 2006~~August 31, 2007 are excluded from the denominator in the computation of earnings per share. All outstanding structured repurchase agreements as of ~~September 1, 2006~~August 31, 2007 under this program will expire on or before ~~February 7,~~December 21, 2007. As of ~~September 1, 2006~~August 31, 2007 approximately ~~$85.8~~$200.0 million of up-front payments remained under the agreements. During the nine months of fiscal 2007, we repurchased 15.4 million shares at an average price of $39.23 through structured repurchase agreements which included prepayments from fiscal 2006.

In September 2007, we entered into additional structured stock repurchase agreements with large financial institutions whereupon we provided the financial institutions with prepayments of $500.0 million. The $500.0 million will be classified as treasury stock on our balance sheet. See Note 8 and Note 14 of our Notes to Condensed Consolidated Financial Statements for further information regarding our structured stock repurchase agreements.

Stock Repurchase Program II

under this program. As of August 31, 2007, we repurchased 12.9 million shares through structured share repurchase agreements at an average price of $39.94 and approximately $333.4 million of up-front payments remained under these agreements. All outstanding structured repurchase agreements as of August 31, 2007 under this program will expire on or before March 18, 2008.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Our principal commitments as of ~~September 1, 2006~~August 31, 2007 consist of obligations under operating leases, royalty agreements and various service agreements. See Note 11 of our Notes to Condensed Consolidated Financial Statements for more detailed information.

Lease Commitments

The two lease agreements discussed in Note 11 of our Notes to Condensed Consolidated Financial Statements are subject to standard financial covenants. As of ~~September 1, 2006,~~August 31, 2007, we were in compliance with all of our financial covenants. We expect to remain ~~within~~in compliance induring the next 12 months. We are comfortable with these limitations and believe they will not impact our cash or credit in the coming year or restrict our ability to execute our business plan. ~~See Note 11 of our Notes to Condensed Consolidated Financial Statements for further information regarding our lease commitments.~~

Royalties

Guarantees

The lease agreements for our corporate headquarters provide for residual value guarantees. Under FIN 45, the fair value of a residual value guarantee in lease agreements entered into after December 31, 2002, must be recognized as a liability on our consolidated balance sheet. As such, we recognized a $5.2 million ~~liability~~and $3.0 million in liabilities, related to the extended East and West ~~towers lease that was extended in August 2004. This liability is~~Towers and Almaden Tower leases, respectively. These liabilities are recorded in other long-term liabilities with the offsetting entry recorded as prepaid rent in other assets. The balance will be amortized to the income statement over the life of the ~~lease.~~leases. As of ~~September 1, 2006,~~August 31, 2007, the unamortized portion of the fair value of the residual value ~~guarantee~~guarantees remaining in other long-term liabilities and prepaid rent was ~~$3.0~~$4.6 million.

Indemnifications

Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

To the extent permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that limits our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~In comparison with what we disclosed in our Annual Report on Form 10-K for fiscal 2005, we~~We believe that there have been no significant changes in our market risk exposures for the ~~quarter~~three and nine months ended ~~September 1, 2006.~~August 31, 2007.

ITEM 4. CONTROLS AND PROCEDURES

Based on their evaluation as of ~~September 1, 2006,~~August 31, 2007, our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were ~~sufficiently~~ effective to ensure that the information required to be disclosed by us in this quarterly report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and Form ~~10-Q.~~10-Q, and were also effective to ensure that information required to be disclosed by us in this quarterly report on Form 10-Q was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting during the quarter ended ~~September 1, 2006~~August 31, 2007 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Adobe have been detected.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

One such case is Consultores en Computación y Contabilidad, S.C. (“CCC”) v. Microsoft, Adobe, Symantec, and Autodesk (the “Defendants”). On March 1, 2002, CCC, a Mexican hardware/software reseller, filed a lawsuit in the Mexico Court of First Instance against the Defendants (all members of the Business Software Alliance). CCC had previously been the target of a criminal anti-piracy enforcement action carried out by the Mexican police authorities on the basis of a piracy complaint filed by the Defendants based on evidence provided to the Defendants. CCC alleged in the lawsuit that it had suffered damages to its reputation as a result of the enforcement action. CCC did not claim economic damages. On November 11, 2002, the trial court judge ruled in favor of the Defendants, holding that no moral damage occurred. After subsequent appeals which were favorable to the Defendants, a court of appeals held that the Defendants were liable to CCC for “moral” damages, and the court remanded the case to the Court of First Instance for a determination of the amount. In December 2005, the Court of First Instance awarded CCC $90 million in damages. The Defendants are appealing the verdict, as are the plaintiffs who seek additional damages. If, after all appeals have been exhausted, the existing verdict stands and is enforceable, Adobe would be responsible for approximately $15 million of the judgment. In August 2006, we entered into a settlement agreement with CCC, which did not have a material effect on our financial statements.

of third-party patents and other intellectual property rights, commercial, employment and other matters. In accordance with U.S. generally accepted accounting principles, Adobe makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending against Adobe. It is possible, nevertheless, that our consolidated financial position, cash flows or results of operations could be affected by the resolution of one or more of such contingencies.

ITEM 1A. RISK FACTORS

As previously discussed, our actual results could differ materially from our ~~forward looking~~forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed below. These and many other factors described in this report could adversely affect our operations, performance and financial condition.

Delays in development or shipment of new products or ~~major new versions of~~upgrades to existing products could cause a decline in our revenue.

Any delays or failures in developing ~~and~~new products or new features for existing products or marketing our products ~~including upgrades of current products and the integration of Macromedia products into our product line,~~ may have a harmful impact on our results of operations. We may have particular difficulty and delays developing products that integrate Adobe and Macromedia products, since our products are highly complex, have been designed independently and were designed without regard to such integration. Our inability to extend our core technologies into new applications and new platforms and to anticipate or respond to technological changes could affect continued market acceptance of our products and our ability to develop new products. Delays in product or upgrade introductions could cause a decline in our revenue, earnings or stock price. We cannot determine the ultimate effect these delays or the introduction of new products or upgrades will have on our revenue or results of operations.

Introduction of new products by existing and new competitors could harm our competitive position and results of operations.

The end markets for our software products are intensely and increasingly competitive, and are significantly affected by product introductions and market activities of industry competitors, including Microsoft’s ~~announced introduction of its new~~Windows Vista operating system which ~~will contain~~contains a new fixed document format, XPS, which ~~will compete~~competes with Adobe PDF, and its ~~announced~~ introduction of Office 12 which ~~may contain features~~offers a feature to save Microsoft Office documents ~~in the XPS and~~as PDF ~~formats~~files through a freely distributed plug-in, which ~~will compete~~competes with Adobe PDF creation. Microsoft also has an Expression line of products targeted at designers and recently introduced Silverlight, a web development tool for rich internet applications, which competes with Adobe Flash and Adobe Flex. In addition, competitors, such as Google, may introduce competing software offerings for free, to support advertising models, or “open source” vendors may introduce competitive products. If these competing products achieve widespread acceptance, our operating results could suffer. In addition, consolidation has occurred among some of the competitors in our markets. Any further consolidations among our competitors may result in stronger competitors and may therefore harm our results of operations. For additional information regarding our competition and the risks arising out of the competitive environment in which we operate, see the section entitled “Competition” contained in Item 1 of our Annual Report on Form ~~10-K~~10-K/A for ~~the year ended December 2, 2005.~~fiscal 2006.

If we fail to successfully manage transitions to new business models and markets, our results of operations could be negatively impacted.

We are devoting significant resources to the development of technologies and service offerings where we have a limited operating history, including the enterprise and government markets and the mobile and device markets. In the enterprise and government markets, we intend to increase our focus on vertical

markets such as education, financial services, manufacturing, and the architecture, engineering and construction markets. With our Adobe Acrobat Connect product line, we intend to increase awareness in targeted horizontal markets such as training and ~~marketing and vertical markets such as manufacturing, financial services and telecommunications.~~marketing. These new offerings and markets require a considerable investment of technical, financial and sales resources, and a scaleable organization. Many of our competitors may have advantages over us due to their larger presence, larger developer network, deeper experience in the enterprise and government markets and the mobile and device markets, and greater sales and marketing resources. In the mobile and device markets, our intent is to license our technology to device makers, manufacturers and telecommunications carriers that embed our technology on their platforms, and in the enterprise and government market our intent is to form strategic alliances with leading enterprise and government solutions and service providers to provide additional resources to further enable penetration of such markets. If we are unable to successfully enter into strategic alliances with device makers, manufacturers, telecommunication carriers and leading enterprise and government solutions and service providers, or if they are not as productive as we anticipate, our market penetration may not proceed as rapidly as we anticipate and our results of operations could be negatively impacted. Another development is the software-as-a-service business model, by which companies provide applications, data and related services over the Internet. Providers use primarily advertising or subscription-based revenue models. Recent advances in computing and communications technologies have made this model viable and could enable the rapid growth of some of our competitors. We are exploring the ~~development~~deployment of our own software-as-a-service ~~strategies.~~strategies, but may not be able to develop the infrastructure and business models as quickly as our competitors. It is uncertain whether these strategies will prove successful. Additionally, customer requirements for “open standards” or “open source” products could impact adoption or use with respect to some of our products.

Adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our operating results.

If the economy worsens in any geographic areas where we do business, it would likely cause our future results to vary materially from our targets. A slower economy also may adversely affect our ability to grow.

Political instability in any of the major countries in which we do business also may adversely affect our business.

Revenues from our new ~~business segments~~businesses may be difficult to predict.

As previously discussed, we are devoting significant resources to the development of product and service offerings where we have a limited operating history. This makes it difficult to predict ~~revenues. For example, our limited operating history with Adobe Creative Suite makes it difficult to predict the~~revenues and revenue ~~effect of the Adobe Creative Suite product cycle and the individual products integrated within these products.~~may decline quicker than anticipated. Additionally, we intend to expand the use of our Mobile and Device Solutions by licensing our products for use in mobile phones, set-top boxes, game devices, personal digital assistants, hand-held computers and other consumer electronic ~~devices; however, we~~devices. We have a limited history of licensing products in these markets and in the enterprise market and may experience a number of factors that will make our revenue less predictable, including longer than expected sales and implementation cycles, potential deferral of revenue due to multiple-element revenue arrangements and alternate licensing arrangements.

If we fail to anticipate and develop new products in response to changes in demand for application software, computers, ~~and~~ printers, or other non PC-devices our business could be harmed.

Any failure to anticipate changing customer requirements and develop and deploy new products in response to changing market conditions may have a material impact on our results of operations. ~~As previously discussed, we~~We plan to release numerous new product offerings and upgrade versions of our current products in connection with our transition to new business ~~models and the acquisition of Macromedia.~~models. Market acceptance of our new product or version releases will be dependent on our ability to include functionality and usability in such releases that address the requirements of customer

demographics with which we have limited prior experience. To the extent we incorrectly estimate customer requirements for such products and version releases or if there is a delay in market acceptance of such products and version releases, our business could be harmed.

We offer our Creative Solutions and Knowledge Worker Solutions application-based products primarily on Windows and Macintosh platforms and on some UNIX platforms. We generally offer our server-based products, but not desktop application products, on the Linux platform as well as the Windows and UNIX platforms. To the extent that there is a slowdown of customer purchases of personal computers on either the Windows or Macintosh platform or in general, or to the extent that significant demand arises for our products or competitive products on the Linux desktop platform before we choose and are able to offer our products on this platform, our business could be harmed. Additionally, to the extent that we have difficulty transitioning product or version releases to new Windows and Macintosh operating systems, ~~e.g., porting our applications to the “Mactel” platform,~~ or to the extent new releases of operating systems or other third party products make it more difficult for our products to perform, our business could be harmed.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.

In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual property rights or ~~in connection with~~ disputes relating to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we have been, are currently and may in the future be subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation are typically very costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel. Although we have successfully

defended or resolved past litigation and disputes, we may not prevail in any ongoing or future litigation and disputes. ~~Third-party~~In addition, we may incur significant costs in acquiring the necessary third party intellectual property rights for use in our products. Third party intellectual property disputes could subject us to significant liabilities, require us to ~~seek licenses from others,~~enter into royalty and licensing arrangements on less favorable terms, prevent us from manufacturing or licensing certain of our products, or cause severe disruptions to our operations or the markets in which we compete, or require us to satisfy indemnification commitments with our customers including contractual provisions under various license arrangements any one of which could seriously harm our business.

We may not be able to protect our intellectual property rights, including our source code, from third-party infringers, or unauthorized copying, use, disclosure or malicious attack.

Although we defend our intellectual property rights and combat unlicensed copying and use of software and intellectual property rights through a variety of techniques, preventing unauthorized use or infringement of our rights is inherently difficult. We actively pursue software pirates as part of our enforcement of our intellectual property rights, but we nonetheless lose revenue due to illegal use of our software. If piracy activities increase, it may further harm our business.

Additionally, we take significant measures to protect the secrecy of our confidential information and trade secrets, including our source code (the ~~detailed~~“detailed program commands for our software ~~programs)~~programs”). If unauthorized disclosure of our source code occurs, we could potentially lose future trade secret protection for that source code. The loss of future trade secret protection could make it easier for third parties to compete with our products by copying functionality, which could adversely affect our revenue and operating margins. We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements with our customers, contractors, vendors, and partners. However there is a risk that our confidential information and trade secrets may be disclosed or published without our authorization, and in these situations it may be difficult and or costly for us to enforce our rights.

We also devote significant resources to maintaining the security of our products from malicious hackers who develop and deploy viruses, worms, and other malicious software programs that attack our products. Nevertheless, actual or perceived security vulnerabilities in our products could harm our

reputation and lead some customers to seek to return products, to reduce or delay future purchases, to use competitive products or to make claims against us. Also, with the introduction of hosted services with some of our product offerings, our customers may use such services to share confidential and sensitive information. If a breach of security occurs on these hosted systems, we could be held liable to our customers. Additionally, such breaches could lead to interruptions, delays and data loss and protection concerns as well as harm to our reputation.

We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business and management.

We have in the past and may in the future acquire additional companies, products or technologies. We may not realize the anticipated benefits of an acquisition and each acquisition has numerous risks. These risks include:

· difficulty in assimilating the operations and personnel of the acquired company;

· difficulty in effectively integrating the acquired technologies or products with our current products and technologies;

· difficulty in maintaining controls, procedures and policies during the transition and integration;

· disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges due to integration issues;

· difficulty integrating the acquired company’s accounting, management information, human resources and other administrative systems;

· inability to retain key technical and managerial personnel of the acquired business;

· inability to retain key customers, distributors, vendors and other business partners of the acquired business;

· inability to achieve the financial and strategic goals for the acquired and combined businesses;

· incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;

· potential impairment of our relationships with employees, customers, partners, distributors or third-party providers of technology or products;

· potential failure of the due diligence processes to identify significant issues with product quality, architecture and development, or legal and financial contingencies, among other things;

· incurring significant exit charges if products acquired in business combinations are unsuccessful;

· potential inability to assert that internal controls over financial reporting are effective;

· potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions; and

· potential delay in customer and distributor purchasing decisions due to uncertainty about the direction of our product offerings

Mergers and acquisitions of high technology companies are inherently risky, and ultimately, if we do not complete the integration of acquired businesses successfully and in a timely manner, we may not realize the anticipated benefits of the acquisitions to the extent anticipated, which could adversely affect our business, financial condition or results of operations.

We rely on distributors to sell our products and any adverse change in our relationship with our distributors could result in a loss of revenue and harm our business.

We distribute our application products primarily through distributors, resellers, retailers and increasingly systems integrators, ISVs and VARs (collectively referred to as “distributors”). A significant amount of our revenue for application products is from two distributors, Ingram Micro, Inc. and Tech Data Corporation. In addition, our channel program focuses our efforts on larger distributors, which has resulted in our dependence on a relatively small number of distributors licensing a large amount of our products. Our distributors also sell our competitors’ products, and if they favor our competitors’ products for any reason, they may fail to market our products as effectively or to devote resources necessary to provide effective sales, which would cause our results to suffer. In addition, the financial health of these distributors and our continuing relationships with them are important to our success. Some of these distributors may be unable to withstand adverse changes in business conditions. Our business could be seriously harmed if the financial condition of some of these distributors substantially weakens.

Catastrophic events may disrupt our business.

We are a highly automated business and rely on our network infrastructure and enterprise applications, internal technology systems and our Website for our development, marketing, operational, support, hosted services and sales activities. A disruption or failure of these systems in the event of a major earthquake, fire, telecommunications failure, cyber-attack, terrorist attack, or other catastrophic event could cause system interruptions, delays in our product development and loss of critical data and could

prevent us from fulfilling our customers’ orders. Our corporate headquarters, a significant portion of our research and development activities, our data centers, and certain other critical business operations are located in San Jose, California, which is near major earthquake faults. We ~~believe we~~ have developed ~~sufficient~~certain disaster recovery plans and certain backup systems to reduce the potentially adverse effect of such events, but a catastrophic event that results in the destruction or disruption of any of our data centers or our critical business or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be adversely affected.

~~We rely on turnkey assemblers and any adverse change in our relationship with our turnkey assemblers could result in a loss of revenue and harm our business.~~

We currently rely on six turnkey assemblers of our products, with at least two turnkeys located in each major region we serve. If any significant turnkey assembler terminates its relationship with us, or if our supply from any significant turnkey assembler is interrupted or terminated for any other reason, we may not have enough time or be able to replace the supply of products replicated by that turnkey assembler to avoid serious harm to our business.

Our future operating results are difficult to predict and are likely to fluctuate substantially from quarter to quarter and as a result the market price of our common stock may be volatile and our stock price could decline.

As a result of a variety of factors discussed herein, our quarterly revenues and operating results for a particular period are difficult to predict. Our revenues may grow at a slower rate than experienced in previous periods and, in particular periods, may decline. Additionally, we periodically provide operating model targets. These targets reflect a number of assumptions, including assumptions about product pricing and demand, economic and seasonal trends, competitive factors, manufacturing costs and volumes, the mix of shrink-wrap and licensing revenue, full and upgrade products, distribution channels and geographic markets. If one or more of these assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated or projected.

Due to the factors noted above, our future earnings and stock price may be subject to volatility, particularly on a quarterly basis. Shortfalls in revenue or earnings or delays in the release of products or

upgrades compared to analysts’ or investors’ expectations have caused and could cause in the future an immediate and significant decline in the trading price of our common stock. Additionally, we may not learn of such shortfalls or delays until late in the fiscal quarter, which could result in an even more immediate and greater decline in the trading price of our common stock. Finally, we participate in a highly dynamic industry. In addition to factors specific to us, changes in analysts’ earnings estimates for us or our industry, and factors affecting the corporate environment, our industry, or the securities markets in general, have resulted, and may in the future result, in volatility of our common stock price.

We are subject to risks associated with international operations which may harm our business.

We ~~typically~~ generate ~~over~~approximately 50% of our total revenue from sales to customers outside of the Americas. Sales to these customers subject us to a number of risks, including (i) foreign currency fluctuations, (ii) changes in government preferences for software procurement, (iii) international economic and political conditions, (iv) unexpected changes in, or impositions of, international legislative or regulatory requirements, (v) inadequate local infrastructure, (vi) delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers and restrictions, (vii) transportation delays, (viii) the burdens of complying with a variety of foreign laws, including more stringent consumer and data protection laws, and other factors beyond our control, including terrorism, war, natural disasters and diseases. If sales to any of our customers outside of the Americas are delayed or cancelled because of any of the above factors, our revenue may be negatively impacted.

We may incur losses associated with currency fluctuations and may not be able to effectively hedge our exposure.

Our operating results are subject to fluctuations in foreign currency exchange rates. We attempt to mitigate a portion of these risks through foreign currency hedging, based on our judgment of the appropriate trade-offs among risk, opportunity and expense. We have established a hedging program to partially hedge our exposure to foreign currency exchange rate fluctuations primarily for the Japanese yen and the euro. We regularly review our hedging program and will make adjustments as necessary based on the judgment factors discussed above. Our hedging activities may not offset more than a portion of the

adverse financial impact resulting from unfavorable movement in foreign currency exchange rates, which could adversely affect our financial condition or results of operations.

Changes in, or interpretations of, accounting principles could result in unfavorable accounting charges.

We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions. Our accounting principles that recently have been or may be affected by changes in the accounting principles are as follows:

· software revenue ~~recognition~~recognition;

· accounting for stock-based ~~compensation~~compensation;

· accounting for income ~~taxes~~taxes; and

· accounting for business combinations and related goodwill

In particular, in the ~~FASB recently issued~~ first quarter of fiscal 2006, we adopted Statement of Financial Accounting Standards No. 123—revised 2004 (“SFAS ~~123R~~123R”), “Share-Based Payment” which requires the measurement of all stock-based compensation to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our consolidated statements of income. ~~We were required to adopt SFAS 123R in the first quarter of fiscal year 2006.~~ The adoption of SFAS 123R had a significant adverse effect on our reported financial results. It will continue to significantly adversely affect our reported financial results and may impact the way in which we conduct our business. ~~Please refer to~~

~~Notes 1 and 6 of our Notes to Condensed Consolidated Financial Statements for further information regarding the adoption of SFAS 123R.~~

If our goodwill or amortizable intangible assets become impaired we may be required to record a significant charge to earnings.

Under generally accepted accounting principles, we review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization, future cash flows, and slower growth rates in our industry. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, resulting in an impact on our results of operations.In particular, our Mobile and Device Solutions segment, which primarily consists of assets acquired in the Macromedia acquisition, is in an emerging market with high growth potential. Revenues are based on the introduction of new products and future royalties. If future revenues or revenue forecasts for this segment do not meet our expectations, we will be required to record a charge to earnings reflecting an impairment of this recorded goodwill or intangible assets.

Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates.

Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates could be unfavorably affected by changes in tax laws or the interpretation of tax laws, by unanticipated decreases in the amount of revenue or earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. In addition, we are subject to the continual examination of our income tax returns by the Internal Revenue Service and other domestic and foreign tax authorities, including a current examination by the Internal Revenue Service for our fiscal 2001, 2002 and 2003 tax returns, primarily related to our intercompany transfer pricing. We regularly assess the

likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that may result from the current examination.

We believe such estimates to be ~~reasonable. However,~~reasonable; however, there can be no assurance that the final determination of any of these examinations will not have an adverse effect on our operating results and financial position.

If we are unable to recruit and retain key personnel our business may be harmed.

Much of our future success depends on the continued service and availability of our senior management, including our Chief Executive Officer and other members of our executive team. These individuals have acquired specialized knowledge and skills with respect to Adobe. The loss of any of these individuals could harm our business. Our business is also dependent on our ability to retain, hire and motivate talented, highly skilled personnel. Experienced personnel in the information technology industry are in high demand and competition for their talents is intense, especially in the ~~Silicon Valley,~~Bay Area, where the majority of our employees are located. We have relied on our ability to grant equity compensation as one mechanism for recruiting and retaining such highly skilled personnel. Recently enacted accounting regulations requiring the expensing of equity compensation may impair our ability to provide these incentives without incurring significant compensation costs. If we are unable to continue to successfully attract and retain key personnel, our business may be harmed.

We may suffer losses from our equity investments which could harm our business.

We ~~hold equity investments in public companies that have experienced significant declines in market value. We also~~ have investments and ~~may~~plan to continue to make future investments in privately held companies, many of which are considered in the start-up or development stages. These investments are inherently risky, as the market for the technologies or products these companies have under development is typically in the early stages and may never materialize. Our investment activities can impact our net income. Future price fluctuations in these securities and any significant long-term declines in value of any of our investments could reduce our net income in future periods.

60We rely on turnkey assemblers and any adverse change in our relationship with our turnkey assemblers could result in a loss of revenue and harm our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)Below is a summary of stock repurchases for the quarter ended ~~September 1, 2006.~~ August 31, 2007. See Note 8 of our Notes to Condensed Consolidated Financial Statements for information regarding our stock repurchase ~~plans.~~programs.

Plan/
Period

Shares
Repurchased(1)

Average
Price Per
Share

Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plan

Stock Repurchase Program I

Beginning shares available to be repurchased as of June 2, 2006

159,985,584

June 3—June 30, 2006

From employees(2)

1,595

$
30.38

Structured repurchases

3,103,790

28.22

July 1—July 28, 2006

From employees(2)

1,931

27.77

Structured repurchases

8,503,827

30.16

July 29—September 1, 2006

From employees(2)

1,390

32.62

Structured repurchases

448,613

31.59

Adjustments to repurchase authority for net dilution

—

(315,421
)(3)

Total shares repurchased

12,061,146

(12,061,146
)

Ending shares available to be repurchased as of September 1, 2006

147,609,017
(4)

Plan/ Period	Shares Repurchased (1)		Average Price Per Share			Maximum Number of Shares that May Yet Be Purchased Under the Plan
Beginning shares available to be repurchased as of June 1, 2007							174,585,660	(2)
*Stock Repurchase Program I*
June 2 – June 29, 2007
From employees(3)		222		$	41.66
Structured repurchases		1,918,819		$	41.06
June 30 – July 27, 2007
From employees(3)		794		$	41.53
Structured repurchases		1,914,850		$	39.01
July 28 – August 31, 2007
From employees(3)		53		$	42.75
Structured repurchases		867,855		$	38.57
Adjustments to repurchase authority for net dilution		—					3,637,407	(4)
Total shares repurchased		4,702,593					(4,702,593	)
*Stock Repurchase Program II*
June 30 – July 27, 2007
Structured repurchases		3,797,152		$	39.86
July 28 – August 31, 2007
Structured repurchases		9,136,673		$	39.97
		12,933,825					(12,933,825	)
Ending shares available to be repurchased as of August 31, 2007							160,586,649	(5)

(1) All shares were purchased as part of publicly announced plans.

(2) Additional 109.0 million shares were issued for the acquisition of Macromedia which accounted for the majority of the repurchase authorization.

(3)The repurchases from employees represent shares ~~canceled~~cancelled when surrendered in lieu of cash payments for withholding taxes due.

~~(3)~~(4) Adjustment of authority to reflect changes in the dilution from outstanding shares and options.

~~(4)~~(5) The remaining authorization for the ongoing stock repurchase program is determined by combining all stock issuances, net of any ~~canceled,~~cancelled, surrendered or exchanged shares less all stock repurchases under the ongoing plan, beginning in the first quarter of fiscal 1998.

ITEM 5. OTHER INFORMATION

Attached as Exhibit 100 to this Quarterly Report on Form 10-Q are the following materials, formatted in Extensible Business Reporting Language (“XBRL”): the information contained in Item 1 of Part I, (i) the ~~Condensed~~ Consolidated Balance Sheets at ~~September~~August 31, 2007 and December 1, 2006, ~~and December 2, 2005,~~ (ii) the ~~Condensed~~ Consolidated Statements of Income for the three and nine months ended August 31, 2007 and September 1, 2006 and ~~September 2, 2005 and~~ (iii) the ~~Condensed~~ Consolidated Statements of Cash Flows for the ~~three and~~ nine months ended August 31, 2007 and September 1, 2006 and ~~September~~information contained in Item 2 ~~2005.~~of Part I. The financial information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of the Registrant. The purpose of submitting these XBRL documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

The information in Exhibit 100 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 6. ~~EXHIBITS—Open for updates~~EXHIBITS

Exhibit

Incorporated by Reference**

Filed

Incorporated by Reference**

Filed

Number

Exhibit Description

Form

Date

Number

Herewith

Exhibit Description

Form

Date

Number

Herewith

3.1

Amended and Restated Bylaws

8-K

9/23/05

3.1

Amended and Restated Bylaws

8-K

9/23/05

3.1

3.2

Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on 5/22/01

10-Q

7/16/01

3.6

Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on 5/22/01

10-Q

7/16/01

3.6

3.2.1

Certificate of Correction of Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware

10-Q

4/11/03

3.6.1

Certificate of Correction of Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware

10-Q

4/11/03

3.6.1

3.3

Certificate of Designation of Series A Preferred Stock of Adobe Systems Incorporated

10-Q

7/8/03

3.3

Certificate of Designation of Series A Preferred Stock of Adobe Systems Incorporated

10-Q

7/8/03

3.3

4.1

Fourth Amended and Restated Rights Agreement between the Company and Computershare Investor Services, LLC

8-K

7/3/00

Fourth Amended and Restated Rights Agreement between the Company and Computershare Investor Services, LLC

8-K

7/3/00

4.1.1

Amendment No. 1 to Fourth Amended and Restated Rights Agreement between the Company and Computershare Investor Services, LLC

8-A/2G/A

5/23/03

Amendment No. 1 to Fourth Amended and Restated Rights Agreement between the Company and Computershare Investor Services, LLC

8-A/2G/A

5/23/03

10.1

1984 Stock Option Plan, as amended*

10-Q

7/02/93

10.1.6

1984 Stock Option Plan, as amended*

10-Q

7/02/93

10.1.6

10.2

Amended 1994 Performance and Restricted Stock Plan*

DEF 14A

2/24/06

Appendix A

Amended 1994 Performance and Restricted Stock Plan*

10-K/A

2/6/07

10.2

10.3

Form of Restricted Stock Agreement used in connection with the Amended 1994 Performance and Restricted Stock Plan*

10-Q

10/7/04

10.7

Form of Restricted Stock Agreement used in connection with the Amended 1994 Performance and Restricted Stock Plan*

10-Q

10/7/04

10.3

10.4

1994 Stock Option Plan, as amended*

S-8

5/30/97

10.40

1994 Stock Option Plan, as amended*

S-8

5/30/97

10.40

10.5

1997 Employee Stock Purchase Plan, as amended*

10-K

12/1/00

10.70

1997 Employee Stock Purchase Plan, as amended*

10-K

12/1/00

10.70

10.6

1996 Outside Directors Stock Option Plan, as amended*

10-Q

4/12/06

10.6

1996 Outside Directors Stock Option Plan, as amended*

10-Q

4/12/06

10.6

10.7

Forms of Stock Option Agreements used in connection with the 1996 Outside Directors Stock Option Plan*

S-8

6/16/00

4.8

Forms of Stock Option Agreements used in connection with the 1996 Outside Directors Stock Option Plan*

S-8

6/16/00

4.8

10.8

1999 Nonstatutory Stock Option Plan, as amended*

S-8

10/29/01

4.6

1999 Nonstatutory Stock Option Plan, as amended*

S-8

10/29/01

4.6

10.9

1999 Equity Incentive Plan, as amended*

10-K

2/26/03

10.37

1999 Equity Incentive Plan, as amended*

10-K

2/26/03

10.37

10.10

2003 Equity Incentive Plan, as amended*

DEF 14A

3/14/05

Appendix A

2003 Equity Incentive Plan, as amended and restated*

DEF 14A

3/02/07

Appendix A

10.11

Forms of Stock Option and Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan*

10-Q

10/7/04

10.11

Forms of Stock Option and Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan*

10-Q

10/7/04

10.11

10.12

Form of Indemnity Agreement*

10-Q

5/30/97

10.25.1

10.12

Form of Indemnity Agreement*

10-Q

5/30/97

10.25.1

10.13

Forms of Retention Agreement*

10-K

11/28/97

10.44

Forms of Retention Agreement*

10-K

11/28/97

10.44

10.14

Second Amended and Restated Master Lease of Land and Improvements by and between SMBC Leasing and Finance, Inc. and Adobe Systems Incorporated

10-Q

10/7/04

10.14

Second Amended and Restated Master Lease of Land and Improvements by and between SMBC Leasing and Finance, Inc. and Adobe Systems Incorporated

10-Q

10/7/04

10.14

10.15

Lease agreement between Adobe Systems and Selco Service Corporation

10-K

2/21/02

10.77

Lease between Adobe Systems and Selco Service Corporation, dated March 26, 2007

8-K

3/28/07

10.1

10.16

Participation agreement among Adobe Systems, Selco Service Corporation, et al.

10-K

2/21/02

10.78

Participation agreement among Adobe Systems, Selco Service Corporation, et al. dated March 26, 2007

8-K

3/28/07

10.2

10.17

Amendment No.1 to Lease Agreement between Adobe and Selco Services Corporation

10-K

2/26/03

10.81

Lease Agreement by and between Allaire Corporation and EOP Riverside Project LLC dated November 23, 1999

10-K

3/30/00

10.23

10.18

Lease Agreement by and between Allaire Corporation and EOP Riverside Project LLC dated November 23, 1999

10-K

3/30/00

10.23

First Amendment to Lease Agreement by and between Allaire Corporation and EOP Riverside Project LLC dated May 31, 2000

10-Q

8/14/00

10.3

10.19

First Amendment to Lease Agreement by and between Allaire Corporation and EOP Riverside Project LLC dated May 31, 2000

10-Q

8/14/00

10.3

Form of Restricted Stock Unit Agreement used in connection with the Amended 1994 Performance and Restricted Stock Plan*

10-K/A

2/6/07

10.20

Executive Severance Plan in the Event of a Change of Control*

10-K

2/21/02

10.80

Form of Restricted Stock Unit Agreement used in connection with the 2003 Equity Incentive Plan*

10-K/A

2/6/07

10.21

Amendment to the Executive Severance Plan in the Event of a Change of Control*

8-K

4/18/05

10.2

Adobe Systems Incorporated 2004 Annual Executive Incentive Plan*

8-K

1/13/05

10.1

10.22

Adobe Systems Incorporated 2004 Annual Executive Incentive Plan*

8-K

1/13/05

10.1

Adobe Systems Incorporated 2005 Annual Executive Incentive Plan*

8-K

1/13/05

10.2

10.23

Adobe Systems Incorporated 2005 Annual Executive Incentive Plan*

8-K

1/13/05

10.2

Description of 2005 Director Compensation*

10-K

2/2/05

10.21

10.24

Description of 2005 Director Compensation*

10-K

2/2/05

10.21

Description of 2006 Director Compensation*

8-K

9/23/05

10.1

10.25

Description of 2006 Director Compensation*

8-K

9/23/05

10.1

Adobe Systems Incorporated 2006 Management Team Annual Incentive Plan*

8-K

1/13/06

10.1

10.26

Adobe Systems Incorporated 2006 Management Team Annual Incentive Plan*

8-K

1/13/06

10.1

2007 Executive Officer Annual Incentive Plan*

8-K

1/30/07

10.5

10.27

2005 Equity Incentive Assumption Plan*

8-K

12/07/05

10.2

2005 Equity Incentive Assumption Plan*

8-K

12/07/05

10.2

10.28

Form of Stock Option Agreement used in connection with the 2005 Equity Incentive Assumption Plan*

8-K

12/07/05

10.3

Form of Stock Option Agreement used in connection with the 2005 Equity Incentive Assumption Plan*

8-K

12/07/05

10.3

10.29

Allaire Corporation 1997 Stock Incentive Plan*

S-8

03/27/01

4.06

Allaire Corporation 1997 Stock Incentive Plan*

S-8

03/27/01

4.06

10.30

Allaire Corporation 1998 Stock Incentive Plan*

S-8

03/27/01

4.07

Allaire Corporation 1998 Stock Incentive Plan*

S-8

03/27/01

4.07

10.31

Allaire Corporation 2000 Stock Incentive Plan*

S-8

03/27/01

4.08

Allaire Corporation 2000 Stock Incentive Plan*

S-8

03/27/01

4.08

10.32

Andromedia, Inc. 1996 Stock Option Plan*

S-8

12/07/99

4.07

Andromedia, Inc. 1996 Stock Option Plan*

S-8

12/07/99

4.07

10.33

Andromedia, Inc. 1997 Stock Option Plan*

S-8

12/07/99

4.08

Andromedia, Inc. 1997 Stock Option Plan*

S-8

12/07/99

4.08

10.34

Andromedia, Inc. 1999 Stock Plan*

S-8

12/07/99

4.09

Andromedia, Inc. 1999 Stock Plan*

S-8

12/07/99

4.09

10.35

ESI Software, Inc. 1996 Equity Incentive Plan*

S-8

10/18/99

4.08

ESI Software, Inc. 1996 Equity Incentive Plan*

S-8

10/18/99

4.08

10.36

eHelp Corporation 1999 Equity Incentive Plan*

S-8

12/29/03

4.08

eHelp Corporation 1999 Equity Incentive Plan*

S-8

12/29/03

4.08

10.37

Blue Sky Software Corporation 1996 Stock Option Plan*

S-8

12/29/03

4.07

Blue Sky Software Corporation 1996 Stock Option Plan*

S-8

12/29/03

4.07

10.38

Bright Tiger Technologies, Inc. 1996 Stock Option Plan*

S-8

03/27/01

4.11

Bright Tiger Technologies, Inc. 1996 Stock Option Plan*

S-8

03/27/01

4.11

10.39

Live Software, Inc. 1999 Stock Option/Stock Issuance Plan*

S-8

03/27/01

4.10

Live Software, Inc. 1999 Stock Option/Stock Issuance Plan*

S-8

03/27/01

4.10

10.40

Macromedia, Inc. 1999 Stock Option Plan*

S-8

08/17/00

4.07

Macromedia, Inc. 1999 Stock Option Plan*

S-8

08/17/00

4.07

10.41

Macromedia, Inc. 1993 Directors Stock Option Plan*

10-Q

08/03/01

10.02

Macromedia, Inc. 1993 Directors Stock Option Plan*

10-Q

08/03/01

10.02

10.42

Macromedia, Inc. 1992 Equity Incentive Plan*

10-Q

08/03/01

10.01

Macromedia, Inc. 1992 Equity Incentive Plan*

10-Q

08/03/01

10.01

10.43

Macromedia, Inc. 2002 Equity Incentive Plan*

S-8

08/10/05

4.08

Macromedia, Inc. 2002 Equity Incentive Plan*

S-8

08/10/05

4.08

10.44

Form of Macromedia, Inc. Stock Option Agreement*

S-8

08/10/05

4.09

Form of Macromedia, Inc. Stock Option Agreement*

S-8

08/10/05

4.09

10.45

Middlesoft, Inc. 1999 Stock Option Plan*

S-8

08/17/00

4.09

Middlesoft, Inc. 1999 Stock Option Plan*

S-8

08/17/00

4.09

10.46

Form of Macromedia, Inc. Revised Non-Plan Stock Option Agreement*

S-8

11/23/04

4.10

Form of Macromedia, Inc. Revised Non-Plan Stock Option Agreement*

S-8

11/23/04

4.10

10.47

Form of Macromedia, Inc. Restricted Stock Purchase Agreement*

10-Q

2/8/05

10.01

Form of Macromedia, Inc. Restricted Stock Purchase Agreement*

10-Q

2/8/05

10.01

10.48

Restricted Stock Purchase Agreement between Macromedia, Inc. and Stephen Elop, dated January 24, 2005*

10-Q

2/8/05

10.02

Restricted Stock Purchase Agreement between Macromedia, Inc. and Stephen Elop, dated January 24, 2005*

10-Q

2/8/05

10.02

10.49

Restricted Stock Purchase Agreement between Macromedia, Inc. and Robert Burgess, dated January 24, 2005*

10-Q

2/8/05

10.03

Restricted Stock Purchase Agreement between Macromedia, Inc. and Robert Burgess, dated January 24, 2005*

10-Q

2/8/05

10.03

10.50

Amended and Restated Employment Agreement by and between Robert K. Burgess, dated January 21, 2005*

8-K

1/21/05

10.01

Amended and Restated Employment Agreement by and between Robert K. Burgess, dated January 21, 2005*

8-K

1/21/05

10.01

10.51

Amendment to Employment Agreement by and between Adobe Systems Incorporated, Adobe Macromedia Software LLC and Robert K. Burgess, dated December 7, 2005*

8-K

12/12/05

10.2

10.51

Amendment to Employment Agreement by and between Adobe Systems Incorporated, Adobe Macromedia Software LLC and Robert K. Burgess, dated December 7, 2005*

8-K

12/12/05

10.2

10.52

Amended and Restated Employment Agreement between Adobe Systems Incorporated and Stephen Elop, dated May 23, 2005*

S-4

6/28/05

10.1

Amended and Restated Employment Agreement between Adobe Systems Incorporated and Stephen Elop, dated May 23, 2005*

S-4

6/28/05

10.1

10.53

Adobe Systems Incorporated 2006 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

2/3/06

10.1

10.54

Adobe Systems Incorporated 2006 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

2/3/06

10.1

Adobe Systems Incorporated 2006 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*

8-K

2/3/06

10.2

10.55

Adobe Systems Incorporated 2006 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*

8-K

2/3/06

10.2

Form of Maximum Award Grant Notice used in connection with grants under the Adobe Systems Incorporated 2006 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

2/3/06

10.3

10.56

Form of Maximum Award Grant Notice used in connection with grants under the Adobe Systems Incorporated 2006 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

2/3/06

10.3

Form of Performance Share Maximum Award Agreement used in connection with grants under the Adobe Systems Incorporated 2006 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

2/3/06

10.4

10.57

Form of Performance Share Maximum Award Agreement used in connection with grants under the Adobe Systems Incorporated 2006 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

2/3/06

10.4

Adobe Systems Incorporated Deferred Compensation Plan*

8-K

9/26/06

10.1

10.57

Form of Performance Share Maximum Award Agreement used in connection with grants under the Adobe Systems Incorporated 2006 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

2/3/06

10.4

10.58

Form of Maximum Award Grant Notice used in connection with grants under the Adobe Systems Incorporated 2006 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*

8-K

2/3/06

10.5

8-K

2/3/06

10.5

10.59

Form of Performance Share Maximum Award Agreement used in connection with grants under the Adobe Systems Incorporated 2006 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*

8-K

2/3/06

10.6

8-K

2/3/06

10.6

10.60

Adobe Systems Incorporated Executive Cash Bonus Plan

DEF 14A

2/24/06

Appendix B

Adobe Systems Incorporated 2007 Performance Share Program pursuant to the 2003 Equity Inventive Plan*

8-K

1/30/07

10.1

10.61

Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Systems Incorporated 2007 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K

1/30/07

10.2

10.62	Adobe Systems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*	8-K	1/30/07	10.3
10.63	Form of Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Stems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan*	8-K	1/30/07	10.4
10.64	Adobe Systems Incorporated Executive Cash Bonus Plan*	DEF 14A	2/24/06	Appendix B
10.65	Employment Transition Agreement between Adobe Systems Incorporated and Murray J. Demo, dated March 21, 2006*	8-K	3/22/06	10.1
10.66	Employment offer letter between Adobe Systems Incorporated and Randy Furr, dated May 16, 2006*	8-K	5/22/06	10.1
10.67	Adobe Systems Incorporated Executive Severance Plan in the Event of a Change of Control*	8-K	11/16/06	10.2
10.68	Employment offer letter between Adobe Systems Incorporated and Richard Rowley, dated October 30, 2006*	8-K	11/16/06	10.1
10.69	Confidential Resignation Agreement and General Release of Claims between Adobe Systems Incorporated and Peg Wynn, dated January 22, 2007*	10-K/A	2/6/07	10.66
10.70	Employment offer letter between Adobe Systems Incorporated and Mark Garrett dated January 5, 2007*	8-K	1/26/07	10.1
10.71	Credit Agreement, dated as of February 16, 2007, among Adobe Systems Incorporated and Certain Subsidiaries as Borrowers; BNP Paribas, Keybank National Association, and UBS Loan Finance LLC as Co-Documentation Agents; JPMorgan Chase Bank, N.A. as Syndication Agent; Bank of America, N.A. as Administrative Agent and Swing Line Lender; the Other Lenders Party Thereto; and Banc of America Securities LLC and J.P. Morgan Securities Inc. as Joint Lead Arrangers and Joint Book Managers.	8-K	8/16/07	10.1

10.61

Employment Transition Agreement between Adobe Systems Incorporated and Murray J. Demo dated March 21, 2006*

8-K

3/22/06

10.1

10.62

Employment offer letter between Adobe Systems Incorporated and Randy Furr dated May 16, 2006*

8-K

5/22/06

10.1

10.63

Adobe Systems Incorporated Deferred Compensation Plan*

8-K

9/26/06

10.1

10.64

Adobe Systems Incorporated Executive Severance Plan in the Event of a Change of Control*

8-K

9/26/06

10.2

31.1

Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

X
31.2

Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

X
32.1

Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†

X
32.2

Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†

X
100.INS

XBRL Instance††

X
100.SCH

XBRL Taxonomy Extension Schema††

X
100.CAL

XBRL Taxonomy Extension††

X
100.LAB

XBRL Taxonomy Extension Labels††

X
100.PRE

XBRL Taxonomy Extension††

X

10.72	Amendment to Credit Agreement, dated as of August 13, 2007, among Adobe Systems Incorporated, as Borrower; each Lender from time to time party to the Credit Agreement; and Bank of America, N.A. as Administrative Agent.	8-K	8/16/07	10.2
31.1	Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934				X
31.2	Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934				X
32.1	Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†				X
32.2	Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†				X
100.INS	XBRL Instance††				X
100.SCH	XBRL Taxonomy Extension Schema††				X
100.CAL	XBRL Taxonomy Extension††				X
100.LAB	XBRL Taxonomy Extension Labels††				X
100.PRE	XBRL Taxonomy Extension††				X

* Compensatory plan or arrangement

** References to Exhibits 10.18 and 10.19 are to filings made by the Allaire Corporation. References to Exhibits 10.29 through 10.50 are to filings made by Macromedia, Inc.

† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Adobe Systems Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

†† Furnished not filed as stated in Part II, Item 5.

6651

SIGNATURE

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, thereunto duly authorized.

	~~ADOBE SYSTEMS INCORPORATED~~Adobe Systems Incorporated
	By	/s/ ~~RANDY FURR~~MARK GARRETT
		~~Randy Furr,~~Mark Garrett Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: October 2, 2007			~~Executive Vice President and~~
		~~Chief Financial Officer~~
		~~(Principal Financial and Accounting Officer)~~

~~Date: October 11, 2006~~

6752

SUMMARY OF TRADEMARKS

The following trademarks of Adobe Systems Incorporated, which may be registered in certain jurisdictions, are referenced in this Form 10-Q:

Adobe

Acrobat

Acrobat Connect

ColdFusion

Creative Suite

Flash

Flash Cast

Flash Lite

Flex

Lightroom

LiveCycle

Reader

~~Adobe~~
~~Acrobat~~
~~Adobe LiveCycle~~
~~Adobe Acrobat Connect~~
~~ColdFusion~~
~~Flash~~
~~Flex~~
~~InDesign~~
~~Macromedia~~
~~Postscript~~
~~Adobe Reader~~

All other ~~brand or product names~~trademarks are ~~trademarks or registered trademarks~~the property of their respective ~~holders.~~owners.

6853

Value of Adobe stock issued	$	3,209,121
Fair value of stock options assumed	227,604
Direct transaction costs	29,060
Restructuring costs	72,947
Total preliminary estimated purchase price	$	3,538,732

	Amount		Estimated Useful Life
Net tangible assets	$	699,059	N/A
Identifiable intangible assets:
Acquired product rights	365,500		4 years
Customer contracts and relationships	183,800		6 years
Non-competition agreements	500		2 years
Trademarks	130,700		5 years
Goodwill	2,037,039		N/A
Deferred stock-based compensation	122,134		2.18 years	†
Total preliminary estimated purchase price	$	3,538,732

	Three Months			Nine Months
Amortization of intangible assets		$	51,167		$	153,507
Amortization of deferred stock-based compensation		15,471			54,181
Restructuring costs		32			20,251
Business combination accounting effect on historical support revenue		8,252			34,137

	Three Months			Nine Months
Net revenues		$	595,608		$	1,763,323
Net income		104,322			271,756
Basic net income per share		0.18			0.46
Diluted net income per share		0.17			0.44

Income Statement Classifications	Option Grants and Stock Purchase Rights			Restricted Stock and Performance Shares			Amortization of Macromedia Deferred Compensation
Three months:
Cost of revenue—services and support		$	569		$	—		$	249
Research and development		11,518			466			802
Sales and marketing		8,767			212			14,104
General and administrative		5,214			441			316
Total		$	26,068		$	1,119		$	15,471
Nine Months:
Cost of revenue—services and support		$	1,749		$	—		$	4,547
Research and development		32,795			1,012			14,659
Sales and marketing		25,081			831			29,206
General and administrative		14,519			855			5,769
Total		$	74,144		$	2,698		$	54,181

	Three Months			Nine Months
Net income:
As reported	$	144,916		$	446,588
Add: Stock-based compensation expense for employees included in reported net income, net of related tax effects	72			189
Less: Total stock-based compensation expense for employees determined under the fair value based method, net of related tax effects	(24,531		)	(66,550		)
Pro forma	$	120,457		$	380,227
Basic net income per share:
As reported	$	0.29		$	0.91
Pro forma	$	0.24		$	0.78
Diluted net income per share:
As reported	$	0.29		$	0.88
Pro forma	$	0.24		$	0.75

	Options Available for Grant			Number of Options Outstanding			Weighted Average Exercise Price
Beginning of period	24,294				65,251			$	21.56
Granted	(11,551		)		11,348			28.32
Exercised	¾				(18,316	)		16.93
Canceled	4,111				(4,111	)		24.89
Expired	(94		)		¾			¾
Due to acquisition	270				15,143			¾
End of period	17,030				69,315			$	23.59
Weighted average fair value of options granted	$	10.70

Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price			Number Exercisable		Weighted Average Exercise Price
$0.56 – 13.24		8,219		3.82 years		$	11.09		7,821		$	11.10
$13.37 – 15.68		7,411		3.44 years		13.81			6,946		13.79
$15.69 – 19.55		10,649		2.80 years		18.46			9,476		18.36
$19.64 – 21.04		2,539		4.46 years		20.39			2,129		20.34
$21.16 – 21.78		7,040		5.02 years		21.77			3,926		21.77
$21.97 – 27.83		7,004		4.25 years		26.12			4,693		26.68
$27.85 – 30.79		9,402		6.74 years		30.28			909		29.52
$30.80 – 32.42		12,405		4.76 years		32.19			6,441		32.13
$32.67 – 60.87		4,645		6.30 years		37.18			422		35.06
$68.43 – 68.43		1		3.83 years		68.43			1		68.43
		69,315		4.54 years		$	23.59		42,764		$	20.09

Restricted Stock	Non-vested Shares			Weighted Average Grant Date Fair Value
Beginning of period		428			$	14.38
Awarded		9			39.47
Released		(292	)		22.03
Forfeited		(2	)		29.79
Due to acquisition		414			22.35
End of period		557			$	10.73

	Other Comprehensive Income (Loss)
	September 1,			December 2,
	2006			2005
Recognized but Unrealized—Open Transactions:
Net unrealized gain remaining in other accumulated comprehensive income		$	1,903		$	5,317

	Three Months Ended
	September 1, 2006							September 2, 2005
	Revenue			Other Income (Loss)				Revenue			Other Income (Loss)
Gain (loss) on completed hedge transactions:
Net realized gain reclassified from other accumulated comprehensive income to revenue		$	210		$	—		$	5,351			$	—
Net realized loss from the cost of purchased options		—			(2,706		)	—				(1,061		)
Gain on open hedge transactions:
Net unrealized gain from time value degradation on open cash flow hedge transactions		—			1,046			—				233
		$	210		$	5,351		$	(1,660	)		$	(828	)

	% Change 2006 to 2005 QTD			% Change 2006 to 2005 YTD
Increased amortization of purchased technology		155	%		154	%
Decreased localization costs related to our product launches		(12	)		—
Increased royalties for licensed technologies		3			1
Decreased excess and obsolete inventory		(1	)		(4	)
Increased material costs due to product mix		—			2
Various individually insignificant items		2			1
Total change		147	%		154	%

Plan/ Period	Shares Repurchased(1)		Average Price Per Share			Maximum Number of Shares that May Yet Be Purchased Under the Plan
*Stock Repurchase Program I*
Beginning shares available to be repurchased as of June 2, 2006							159,985,584
June 3—June 30, 2006
From employees(2)		1,595		$	30.38
Structured repurchases		3,103,790		28.22
July 1—July 28, 2006
From employees(2)		1,931		27.77
Structured repurchases		8,503,827		30.16
July 29—September 1, 2006
From employees(2)		1,390		32.62
Structured repurchases		448,613		31.59
Adjustments to repurchase authority for net dilution		—					(315,421	)(3)
Total shares repurchased		12,061,146					(12,061,146	)
Ending shares available to be repurchased as of September 1, 2006							147,609,017	(4)