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Here’s the entire text of the prepared remarks from Adobe Systems’ (ticker: ADBE) fiscal Q4 2005 conference call. The Q&A is here. We recognize that this transcript may contain inaccuracies - if you find any, please post a comment below and we’ll incorporate your corrections. And please note: this conference call transcript is a Seeking Alpha product, so feel free to link to it but reproduction is not permitted without the explicit permission of Seeking Alpha.

Executives:

Mike Saviage, Vice President of Investor Relations

Bruce Chizen, Chief Executive Officer

Shantanu Narayen, President and Chief Operating Officer

Murray Demo, Executive Vice President and Chief Financial Officer

Analysts:

Ben Reitzes, UBS

Thomas Ernst, Deutsche Bank

Scott Kessler, Standard & Poor’s Equity Research

Jay Vleeschhouwer, Merrill Lynch

Brent Thill, Prudential

Gene Munster, Piper Jaffray

Sasa Zorovic, Oppenheimer

Tom Berquist, Citigroup

Steve Ashley, Robert W. Baird

Operator

Good afternoon, my name is Katena and I’ll be your conference facilitator today. At this time, I’d like to welcome everyone to the Adobe Systems Q4 and Fiscal Year 2005 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question and answer session. If you would like to ask a question during this time simply press “*” then the “1” on your telephone keypad, if you would like to withdraw your question, press “*” then the number “2” on your telephone keypad. Thank you. I’d now like to pass the call over to Mr. Mike Saviage Vice president of Investor Relations at Adobe Systems. Please go ahead sir.

Mike Saviage Vice President of Investor Relations

Good afternoon and thank you for joining us today. Joining me on the call, are Bruce Chizen our CEO, Shantanu Narayen, President and COO, and Murray Demo Executive Vice President and CFO. In the call today, we will discuss Adobe’s fourth quarter and fiscal 2005 year-end financial results, as well as our financial targets for fiscal year 2006. By now, you should have a copy of our earnings press release it’s across the wire, about an hour ago. If you need the copy of the press release, you can go to adobe.com under the company and press links to find an electronic copy.

Before we get started, I want to emphasize as some of the information discussed in this call particularly our revenue and operating model targets in fiscal 2006, and our forward-looking product plans is based on information as of today, December, 15th, 2005 and contains forward-looking statements that involves risks and uncertainties. Actual results can differ materially from those set forth in such statements. For discussion, these risks and uncertainties, you should review Adobe’s SEC filings, including our Annual Report on Form 10-K, for fiscal 2004 and our quarterly report on Form 10-Q, in fiscal 2005.

During this call, we will discuss non-GAAP financial measures. The GAAP financial measurers that correspond to non-GAAP financial measures, as well as the reconciliation between the two are set forth in our press release issued today and are also available on our website. All participants are advised that the audio of this conference call is being broadcast live over the internet, and is also being recorded for playback purposes. The audio of the call would be archived on Adobe’s investor relations website for approximately 45 days and it’s the property of Adobe Systems. It may not be rerecorded or otherwise reproduced or distributed without prior written permission from Adobe Systems. And now, I would like to turn the call over to Bruce.

Bruce Chizen, Chief Executive Officer

Thanks Mike, and good afternoon. In addition to the financial results we’ve released this afternoon, we also announced the management changes that I know of interest to participants on today’s call. In our prepared remarks, we’ll first review our Q4 and fiscal 2005 financial performance. Then in my closing remarks, I’ll comment on the management changes.

With that I’m pleased to announce Adobe’s reporting record revenue for both our fourth quarter and our full fiscal year. In Q4, revenue was $510.4 million, representing 19% year-over-year growth. It was also our first $0.5 billion quarter, a significant milestone for Adobe. For the year, revenue was $1.966 billion, an increase of 18% over fiscal 2004 and our third consecutive year of double-digit revenue growth. Operating income in the year was also a record with growth of 23%.

We were particularly pleased with the performance of our key strategic products. This includes adoption of the Creative Suite, by Creative Professionals towards the content across multiple media type, increased usage and standardization of Acrobat by enterprises and technical professionals and implementation of LifeCycle by enterprises and Government to automate manual business processes. However, our most significant achievement during this past year with accomplishing all of this while completing the acquisition of Macromedia, a major step towards positioning Adobe for future growth.

I’ll now turn the call over to Shantanu, to provide more detail about performance in each of our businesses. Later Murray will review the financials and discuss our fiscal 2006 target.

Shantanu Narayen, President and Chief Operating Officer

Thanks Bruce. We had an exceptional year in fiscal 2005, with record revenue for key strategic products such as Creative Suite, Acrobat, InDesign and our LifeCycle Server products.

In the Creative market, we established Creative Suite as the design and publishing environment of choice for Creative Businesses and Professionals worldwide. As a result, we have grown our average revenue per customer based on this increase value we delivered to them. In the enterprise, we continue to grow the penetration of Acrobat in documents intensive industries and newly targeted verticals such as AEC with the launch of Acrobat 7. As a result, Acrobat revenue in fiscal 2005 grew 36% year-over-year. In addition, PDF continued to become more of an entrench standard. For example, PDFA which stands PDF for Archival became an internationally approved ISO standard.

We continued to gain attraction in regulated industries with our LifeCycle Server Solutions that are being used to automate manual business processes. We are also gaining attraction in our partnership with companies such as EMC and SAP. For example, SAP is now delivering Interactive Forms solutions based on Adobe Software as part of their NetWeaver platform. I’ll turn to reviewing highlights from our record performance in Q4, starting with the Creative Professional business unit.

Our Creative Suites products continued to be the major driver of the Creative Business. The premium version of the Suite continues to outsell the standard version on a revenue basis by a more than 3:1 ratio and both revenue and units for Creative Suite 2 are outfacing results we had, for Creative Suite 1. Creative Suite revenue continues to be a healthy mix of new full unit licenses as well as upgrades from Creative Suite 1 and upgrades from standalone Photoshop. Adobe InDesign also had another solid quarter in Q4, as we continue to gain market share.

Turning to our Professional Digital Imaging business, Photoshop posted a solid quarter with sequential revenue growth over Q3. In addition, standalone new full Photoshop units combined with units included in the Suites achieved double-digit growth on a year-over-year basis. In the obvious Digital Imaging and Digital Video markets, the launch of Photoshop Elements 4 and Premier Elements 2 is off to a great start. And both have received strong reception in the press. PC Magazine gave and Photoshop Elements and Premier Elements their Editors’ Choice Award.

Turning to our Intelligent Document business unit, in Q4 we achieved Acrobat Desktop revenue of 147.8 million which represents 34% year-over-year growth. Licensing as a percentage of Acrobat revenue was an all time high of 57% demonstrating the reach and penetration we are getting with Acrobat in large enterprises. The Professional to Standard mix was again approximately 1:1, demonstrating the success of our strategy to target verticals such as manufacturing and AEC, where we believe higher value capabilities beyond PDF creation are being adopted.

Key Acrobat customer wins in the fourth quarter included large procurement from the US Navy. And the city government of Oklahoma the second largest city in Japan, which licensed 13,000 copies of Acrobat to implement settlement workflows in their Document Management System. With our LifeCycle Server Business, we achieved record revenue of $33.3 million, more importantly the number of transactions with software licensing revenue greater than $50,000 in the quarter, grew to a record 63 in Q4 with the average of these transactions being $162,000.

During the quarter we made a number of LifeCycle partner announcements with a focus on key vertical markets. In the government vertical, we announced plans with CGI-AMS to provide state and local governments with innovative process automation solutions through tighter integration between the Enterprise Resource Planning Suite and Adobe LifeCycle.

In manufacturing, we announced a technology partnership with UGS Corporation, to enable organizations worldwide to tap into the industries vast reservoir of 3D digital product models and publish them as Adobe PDF files. And in financial services, we partnered with Satyam Computer Services and announced an Intelligent Statement Solution enabling Banks and other financial institutions, to use e-statements for more secure and cost effective delivery of customer communications.

In regard to LifeCycle customer wins, Q4 highlights in the commercial market included Abbott Labs Diagnostic Division, which is using an Adobe Form Solution to efficiently capture information from a variety of sources and then dynamically generate appropriate regulatory documents. The Korea Magazine Association, a trade organization that promotes more than a 1,000 leading Korean magazines, which is utilizing an Adobe Forms and Security Solutions to build an online magazine repository. Articles will be available to mobile and internet customers via PDF while maintaining full publisher copyrights and protection for the content.

In Flagstar Bank one of the nations leading providers of residential mortgage loans, which plans to deploy Reader Extension Server and Form Server. In the government market, key wins in Q4 included, NASA, which is using an Adobe Server Solution to support the connection of research proposals and related information for NASA research opportunities. The Central Government of Luxemburg, which is using an Adobe Form Solution to develop a series of dynamic e-government applications for citizens and companies such as electronic tax declaration, company registry and a citizen portal. In the state of Texas, which is using Reader Extension Server, to offer accessible Forms to all employees, they’ve installed a screen reader that is voice-activated and can read forms aloud, a font enlargement capability for the visually impaired and a tab navigational form, for those with limited movement capabilities.

In summary, 2005 clearly demonstrated strong momentum for Adobe across all of our customer segments with our flagship products as well as newer strategic initiatives. Looking to 2006, now that the Macromedia acquisition is closed, we expect to make significant progress in integrating and selling the combined Adobe and Macromedia product lines.

On December 5, our first day operating as a combined company, we announced 3 new product bundles to help customers create rich interactive experiences and compelling content in print, on the web, in video and across mobile devices. These bundles include the design bundle combining Creative Suite 2 and Flash Professional 8, a web bundle combining Creative Suite 2 and Studio 8. Both were made available immediately, demonstrating the progress we made as part of our Integration Planning Process. A third bundle called the video bundle will be available in early 2006.

This concludes my comments. Murray?

Murray Demo, Executive Vice President and Chief Financial Officer

Thanks Shantanu. Before I discuss Q4, I would like to comment on our full year 2005 results. Adobe achieved revenue of $1.966 billion, compared to $1.667 billion in fiscal 2004. This represents 18% year-over-year revenue growth. GAAP and non-GAAP operating profits in fiscal 2005, were 728.4 million compared to 591.8 million fiscal 2004. This represents 23% year-over-year growth and operating profit. Our GAAP and non-GAAP operating profit margin for the year was 37% compared to 35.5% in fiscal 2004. GAAP towards earnings per share in fiscal 2005 were $1.19 compared to $0.91 in fiscal 2004. Non-GAAP diluted earnings per share which exclude as applicable, the net tax impact of the repatriation of certain foreign earnings and investment gains and losses were $1.13 in fiscal 2005 compared to $0.91 in fiscal 2004. Now, I would like to discuss our Q4 fiscal 2005 results.

For the fourth quarter of fiscal 2005, Adobe achieved revenue of 510.4 million. This compares to 429.5 million reported for the fourth quarter of fiscal 2004 and 487 million reported last quarter. On a year-over-year basis, this represents 19% revenue growth. GAAP net income for the fourth quarter of fiscal 2005 was 156.3 million compared to 113.5 million reported in the fourth quarter of fiscal 2004 and 144.9 million last quarter.

Non-GAAP net income which excludes as applicable, the net tax impact of the repatriation of certain foreign earnings and investment gains and losses was 151.5 million compared to 110.4 million reported in the fourth quarter of fiscal 2004 and 146.4 million, last quarter.

GAAP diluted earnings per share, for the fourth quarter of fiscal 2005, was $0.31 based on 508.6 million weighted average shares. This compares a GAAP towards earnings per share of $0.23 reported in the fourth quarter of fiscal 2004 based on 500.6 million weighted average shares and GAAP diluted earnings per share of $0.29 reported last quarter based on 507.8 million weighted average shares. Non-GAAP diluted earnings per share for the fourth quarter of fiscal 2005, which excludes the net tax impact of the repatriation of certain foreign earnings and investment gains was $0.30.

Gross margin for the quarter was 94% compared to 93.2% in the fourth quarter of fiscal 2004 and 94.4% last quarter. Operating expenses for the fourth quarter of fiscal 2005 was 287.7 million. Regular employees at the end of the fourth quarter totaled 4,285 versus 4,286 at the end of the third quarter of fiscal 2005.

Expenses; as a percent of revenue breakdown as follows, research and development 18.5%, sales and marketing 28.8%, G&A 9%. GAAP operating income in the fourth quarter of fiscal 2005 was 191.9 million or 37.6% of revenue. This compares the GAAP operating income of 146.4 million or 34.1% revenue in the fourth quarter of fiscal 2004 and 183.6 million or 37.7% of revenue last quarter. In each of these quarters, GAAP and non-GAAP operating income and operating income as a percent of revenue were the same.

Other income for the fourth quarter of fiscal 2005 was 10.3 million. Adobe’s non-GAAP affected tax rate for the fourth quarter of fiscal 2005 was 25.1% compared to 26% in the fourth quarter of fiscal 2004 and 25.3% last quarter. Adobe’s GAAP tax rate for the fourth quarter of fiscal 2005 was 24.6%.

I will now discuss Adobe’s revenue by business segments. Creative Professional segment revenue was 192.4 million. In Q4 fiscal 2005, compared to 151.2 million in Q4 fiscal 2004 and 206.3 million last quarter. Digital Imaging and Video segment revenue was 114.7 million in Q4 fiscal 2005 compared to 118 million in Q4 fiscal 2004 and 95.6 million last quarter. OEM PostScript and other segment revenue was 22.2 million Q4 fiscal 2005 compared to 20.4 million in Q4 fiscal 2004 and 19.3 million last quarter. Intelligent Document segment revenue was 181.1 million in Q4 fiscal 2005 compared to 139.9 million in Q4 fiscal 2004 and 165.8 million last quarter.

In Q4, total Intelligent Documents Desktop revenue was 147.8 million representing 34% year-over-year growth. Intelligent Document Server revenue was a record of 33.3 million.

Turning to our geographic segments, the results in Q4 fiscal 2005 on a percentage of revenue basis, were as follows. The Americas 49%, Europe 32%, Asia 19%. The strength in the quarter was driven primarily by North America.

Our trade DSO in the fourth quarter of fiscal 2005 was 31 days. This compares to 30 days in Q4 fiscal 2004 and 29 days last quarter. In regard to our global channel inventory position, we ended the quarter within company policy.

At the end of the fourth quarter of fiscal 2005, cash and short-term investments were $1.700 billion compared to $1.893 billion at the end of the third quarter of fiscal 2005. In regard to share buyback, we repurchased 11.2 million shares at a cost of $345 million as part of our share repurchase programs.

This concludes my discussions on fourth quarter fiscal 2005 results. Before I discuss our fiscal 2006 target, it is important to note that the purchase accounting revenue adjustments in cost related to the Macromedia acquisition we are using today our preliminary estimates.

At this time, we have not yet completed the Macromedia accounting close process, nor have we finalized the purchase price allocations with independent third party, nor have we reviewed the purchase accounting financials with our external auditors. All of this will be completed by the close of our first quarter.

For fiscal year 2006, we are targeting revenue at approximately 2.7 billion with a non-GAAP operating margin range of approximately 36% to 37%. We are targeting non-GAAP earnings per share for the year to be in the range of a $1.26 to $1.30. Our 2006 revenue target of approximately 2.7 billion is after, and I repeat after a purchase accounting revenue reduction of approximately $50 million associated with the acquisition of Macromedia.

The purchase accounting revenue reduction is in two areas. First, we anticipate we will loose approximately 25 million in Macromedia deferred revenue through the typical accounting adjustments following a software company acquisition. And second, we will loose approximately 25 million in revenue related to some specific Macromedia mobile and flash agreement, where technology has been previously delivered and all that remains is the receipt of cash. In this case, we will book an accounts receivable for these future cash receives on our beginning balance sheet, and will not recognize revenue when we receive the cash in the future.

In regard to our operating margin target in fiscal 2006, we are targeting a GAAP operating margin range of 20% to 23%. This GAAP operating margin target range includes purchase accounting expenses, restructuring charges and the cost of stock based compensation under FAS 123R. Our non-GAAP operating margin target range in fiscal 2006 is approximately 36% to 37%. This 2006 non-GAAP operating margin target reflects our goal to bring the combined company operating margin approximately inline with Adobe’s operating margin reported for fiscal 2005.

Excluded from our non-GAAP targets are the following full year fiscal 2006 purchase accounting cost ranges related to the Macromedia acquisition. Amortization of purchased technology which will be charged a direct cost, is estimated approximately $140 million to $150 million. Amortization of other intangibles which will be charged to operating expense is estimated at approximately $50 million to $55 million. Amortization of deferred compensation which will be charged to operating expense is estimated at approximately $55 million to $60 million. Again, each of these target ranges are full year estimates. In addition, as we recently disclosed in an 8-K filing, we anticipate a restructuring charge related to the Macromedia acquisition which includes severance, vacated facilities and other items related to the former Adobe business of approximately $20 million to $25 million in fiscal year 2006. These costs will be charged to the income statements and will not be included in our non-GAAP results. The majority of these costs will be incurred in Q1.

As a remainder, the restructuring costs related to the former Macromedia business are charged to the purchase price and will be recorded in the balance sheet as goodwill. The total Macromedia restructuring charges related to severance, vacated facilities and other items are targeted at approximately $60 million to $70million.

At this time, we anticipate approximately 650 to 700 employees in total from both Adobe and Macromedia will be impacted by the merger. This is due to overlapping positions, the rebalancing of our resources towards future growth opportunities and to achieve our operating margin target range in fiscal 2006.

In the first quarter of fiscal 2006, Adobe is required to adopt FAS 123R. In fiscal 2006, we are estimating our total stock-based compensation expense at approximately $0.15 to $0.17 per share. Because we are adopting FAS 123R, we will no longer provide expense targets or direct costs, research and development, sales and marketing and G&A due to the added complexity of providing both GAAP and non-GAAP targets for each of these line items. However, we will continue to provide operating margin targets on a GAAP and non-GAAP basis each quarter. In regard to our tax rate, we are targeting a GAAP and non-GAAP effective tax rate of approximately 25% for fiscal 2006. This rate assumes that the R&D tax credit will be extended for fiscal 2006.

The full year revenue, expense and margin targets, I have just reviewed lead to a bottom line fiscal year 2006 GAAP earnings per share target range of approximately $0.74 to $0.80. Our non-GAAP EPS target range for the year is approximately $1.26 to $1.30. Both of these target ranges include our normal stock repurchase program and the $1 billion stock repurchase authorization that we previously announced in conjunction with a Macromedia acquisition.

Turning to our first quarter of fiscal 2006, we are targeting a Q1 revenue range of approximately $630 million to $660 million. In addition, we are targeting a Q1 GAAP operating margin range of 15% to 19%. On a non-GAAP basis, which excludes purchase accounting and restructuring charges related to the merger and the stock-based compensation impact of FAS 123R. We are targeting an operating margin range of approximately 35% to 36%. We are targeting our first quarter share count to be approximately 617 million shares to 619 million shares.

For other income, we are targeting approximately 11 million to 12 million and for effective tax rate, we are targeting 25%. These targets lead to a GAAP earnings per share target range in Q1 fiscal 2006 of $0.13 to $0.16 per share. And our non-GAAP earnings per share target range of $0.28 to $0.30. For the remainder of the year, we expect typical seasonal weakness in both Europe and Japan in our third quarter. We also expect the fourth quarter of fiscal 2006 to be the highest revenue quarter of the year.

Lastly, as we move forward as a combined company in fiscal 2006, we will report our revenue in 5 new business segments. Creative Solution, which will primarily contain revenue from Creative-focused products such as Creative Suite, Photoshop, Studio, Flash, Illustrator, InDesign and our Video products as well as our obvious customer focused products such as Photoshop Element. Knowledge Worker Solution, which will primarily contain revenue from our Acrobat and Breeze product families. Enterprise and Developer Solutions, which will primarily include revenue from our Flex, LifeCycle and ColdFusion product families. Mobile and Device Solutions, which will include revenue from Flash Lite and FlashCast, as well as mobile products and technology. And Other, which includes our OEM PostScript Business, our Type business, publishing products such as FrameMaker and PageMaker, as well as Reader and Player distribution and Macromedia e-learning tools. A document outlined the content of each of these new business supporting segments by product name, is available on our Investor Relations website on adobe.com. This concludes my comments, I will now turn the call back over to Bruce.

Bruce Chizen Chief Executive Officer

Thanks Murray. We closed our acquisition of Macromedia less than 2 weeks ago and I am pleased to report that the integration of the 2 companies is progressing rapidly. I am especially pleased with the integration of the new management team which is represented by a solid balance of leadership from Adobe and Macromedia, as well as the addition of new executives from outside the company, as we announced today, Peg Wynn, formally of Xilinx will lead our Global Human Resources Organization and Garrett llg formally of BEA has joined us as President of Adobe Japan, both will play an important role in helping move our business into the next phase of growth. And I couldn’t be happier to welcome them to the team.

On a different note, we also announce today that Murray Demo our CFO for the past 5 years has decided to leave the company to spend more time with his family. Murray will be greatly missed at Adobe, but the contributions he made during his 9 years here will remain long after he is gone. While I am personally sad to see Murray ago, I am also happy to see him embark on his well-deserved break after all he has contributed to the success of this company. Murray will remain in his role through the end of March or longer if we have not hired his replacement by then. Now I’ll close with some thoughts and our view of fiscal 2006 and beyond.

Adobe continues to benefit from global market trend that are fueling opportunity for our future growth. These trends include the explosion of digital content, the accelerating proliferation of digital devices and the growth of broadband. The combination of Adobe and Macromedia puts us in even better position, to take advantage of these trends.

Going forward, Adobe will advance a powerful engagement platform with PDF and Flash at its core, which scales from mobile devices to high-end server-based solution. This engagement platform will redefine the way people and businesses engage with information across a variety of operating systems, devices and communication channels. We plan on leveraging this industry-defining platform to deliver a series of compelling solutions, for customers around the world who are using digital content to engage people and businesses with ideas and information. We are excited about 2006. And we look forward to sharing more details about our strategy and opportunities that our upcoming analyst meeting. Mike?

Mike Saviage Vice President of Investor Relations

Thanks Bruce. Before we start Q&A, I would like to go over a few logistical items. First, as we previously announced our financial analyst meeting will be held in New York City on January 31. Meeting details will be sent out next week. On January 31, we will also provide our regular inter-quarter business update for our first quarter.

As discussed in the call, we have posted quite a bit of information on our IR website. This includes our updated IR datasheet, a spreadsheet outlining our new business segment by product line, a spreadsheet providing reconciliations for GAAP and non-GAAP financial data and legacy Macromedia investor related information. To access this information, you can go to www.adobe.com/adbe. For those who wish to listen to a playback of today’s conference call, an audio recording of the call will be available from Adobe’s Investor Relations website on adobe.com later today. Alternatively, you can listen to a phone replay by calling 800-642-1687, use conference id number 301-6309. Again the phone number is 800-642-1687, with conference id number 301-6309. International callers should dial 706-645-9291. The phone playback service will be available beginning at 4 PM Pacific Time today, and then you get 4 PM Pacific Time on Monday December 19, 2005. We’d now be happy to take your questions. Operator?

Question-and-Answer Session

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