Adobe 2009 Annual Report Download - page 124

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124
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of November 27, 2009. Based on their
evaluation as of November 27, 2009, 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 effective at the reasonable assurance level to ensure that the information required to be disclosed by us in
this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure
controls and procedures or our internal controls over financial reporting 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.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the
effectiveness of our internal control over financial reporting as of November 27, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of November 27, 2009, our
internal control over financial reporting is effective based on these criteria.
Our management’s evaluation excluded Omniture, from which we acquired certain assets on October 23, 2009. At
November 27, 2009, Omniture had $ 195.5 million and $40.4 million of total assets and net assets, respectively. For the year
ended November 27, 2009, our Consolidated Statement of Income included total revenue associated with Omniture of $26.3
million. In accordance with guidance issued by the SEC, companies are allowed to exclude acquisitions from their
assessment of internal controls over financial reporting during the first year subsequent to the acquisition while integrating
the acquired operations.
KPMG LLP, the independent registered public accounting firm that audited our financial statements included in this
Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting, which is
included herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended November 27, 2009 that
have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 of Form 10-K with respect to Item 401 of Regulation S-K regarding our directors is
incorporated herein by reference from the information contained in the section entitled “Proposal 1 – Election of Directors”
in our definitive Proxy Statement we will deliver to our stockholders in connection with our Annual Meeting of Stockholders
to be held on April 16, 2010. For information with respect to our executive officers, see “Executive Officers” at the end of
Part I, Item 1 of this report.