Red Hat 10-Q 2012 Q2 Quarterly report

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 August 31, 2011

OR

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

For the transition period from                      to                     .

Commission File Number: 001-33162

RED HAT, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

06-1364380

(I.R.S. Employer Identification No.)

1801 Varsity Drive, Raleigh, North Carolina 27606

(Address of principal executive offices, including zip code)

(919) 754-3700

(Registrant’s telephone number, including area code)

Indicate by check mark 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 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in 12b-2 of the Exchange Act.

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of September 30, 2011, there were 192,839,172 shares of common stock outstanding.

RED HAT, INC.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION:
ITEM 1:	FINANCIAL STATEMENTS
	Consolidated Balance Sheets at August 31, 2011 (unaudited) and February 28, 2011 (derived from audited financial statements)		3
	Consolidated Statements of Operations for the three months and six months ended August 31, 2011 (unaudited) and 2010 (unaudited)		4
	Consolidated Statements of Cash Flows for the three months and six months ended August 31, 2011 (unaudited) and 2010 (unaudited)		5
	Notes to Consolidated Financial Statements (unaudited)		6
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		23
ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		36
ITEM 4:	CONTROLS AND PROCEDURES		39
PART II	OTHER INFORMATION:
ITEM 1:	LEGAL PROCEEDINGS		40
ITEM 1A:	RISK FACTORS		41
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		57
ITEM 6:	EXHIBITS		57
SIGNATURES			59

2

RED HAT, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands—except share and per share amounts)

	August 31, 2011 (Unaudited)			February 28, 2011 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	737,458		$	642,630
Investments in debt and equity securities, short-term		199,781			217,970
Accounts receivable, net of allowances for doubtful accounts of $2,171 and $1,379, respectively		175,703			184,741
Deferred tax assets, net		79,707			75,720
Prepaid expenses		66,557			62,364
Other current assets		1,583			1,133
Total current assets		1,260,789			1,184,558
Property and equipment, net of accumulated depreciation and amortization of $153,973 and $139,753, respectively		81,478			75,558
Goodwill		465,558			463,673
Identifiable intangibles, net		102,363			109,932
Investments in debt securities, long-term		363,862			331,791
Other assets, net		34,480			33,810
Total assets	$	2,308,530		$	2,199,322
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,142		$	16,285
Accrued expenses		88,736			90,229
Deferred revenue		601,627			572,637
Other current obligations		457			650
Total current liabilities		706,962			679,801
Deferred lease credits		5,056			5,215
Long-term deferred revenue		211,527			199,617
Other long-term obligations		23,814			23,990
Commitments and contingencies (NOTE 12 and NOTE 13)
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized, none outstanding		—			—
Common stock, $0.0001 per share par value, 300,000,000 shares authorized, 224,805,911 and 223,778,248 shares issued, and 192,747,405 and 193,046,862 shares outstanding at August 31, 2011 and February 28, 2011, respectively		22			22
Additional paid-in capital		1,664,433			1,610,238
Retained earnings		317,467			245,050
Treasury stock at cost, 32,058,506 and 30,731,386 shares at August 31, 2011 and February 28, 2011, respectively		(619,744	)		(562,792	)
Accumulated other comprehensive loss		(1,007	)		(1,819	)
Total stockholders’ equity		1,361,171			1,290,699
Total liabilities and stockholders’ equity	$	2,308,530		$	2,199,322

(1) Derived from audited financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

3

RED HAT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands—except per share amounts)

(Unaudited)

	Three Months Ended				Six Months Ended
	August 31, 2011		August 31, 2010		August 31, 2011		August 31, 2010
Revenue:
Subscriptions	$	238,337	$	186,183	$	463,870	$	365,259
Training and services		42,983		33,578		82,196		63,646
Total subscription and training and services revenue		281,320		219,761		546,066		428,905
Cost of subscription and training and services revenue:
Cost of subscriptions		16,596		12,256		31,835		24,920
Cost of training and services		30,043		23,446		57,251		44,019
Total cost of subscription and training and services revenue		46,639		35,702		89,086		68,939
Gross profit		234,681		184,059		456,980		359,966
Operating expense:
Sales and marketing		99,730		79,434		197,056		153,998
Research and development		51,488		42,361		99,776		83,019
General and administrative		30,985		28,193		62,311		54,638
Total operating expense		182,203		149,988		359,143		291,655
Income from operations		52,478		34,071		97,837		68,311
Interest income		2,127		1,775		4,063		3,438
Other income, net		326		548		59		1,677
Income before provision for income taxes		54,931		36,394		101,959		73,426
Provision for income taxes		14,963		12,738		29,542		25,699
Net income	$	39,968	$	23,656	$	72,417	$	47,727
Basic net income per common share	$	0.21	$	0.13	$	0.38	$	0.25
Diluted net income per common share	$	0.20	$	0.12	$	0.37	$	0.25
Weighted average shares outstanding
Basic		192,937		189,027		193,046		188,477
Diluted		196,171		193,560		196,428		193,457

The accompanying notes are an integral part of these consolidated financial statements.

4

RED HAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended August 31,						Six Months Ended August 31,
	2011			2010			2011			2010
Cash flows from operating activities:
Net income	$	39,968		$	23,656		$	72,417		$	47,727
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,147			11,689			25,886			23,411
Share-based compensation expense		18,753			15,675			34,940			28,849
Deferred income taxes		8,155			13,434			19,210			21,786
Excess tax benefits from share-based payment arrangements		(8,112	)		(10,192	)		(16,672	)		(21,199	)
Gain on sale of investments in equity securities		(663	)		(601	)		(1,307	)		(1,117	)
Other		423			319			990			116
Changes in operating assets and liabilities net of effects of acquisitions:
Accounts receivable		(20,457	)		(6,794	)		11,585			12,732
Prepaid expenses		65			(4,153	)		(3,228	)		(4,744	)
Accounts payable		(286	)		2,187			(376	)		(2,882	)
Accrued expenses		3,614			6,712			(235	)		8,252
Deferred revenue		22,851			13,439			24,121			12,381
Other		(357	)		(1,087	)		(19	)		(384	)
Net cash provided by operating activities		77,101			64,284			167,312			124,928
Cash flows from investing activities:
Purchase of investment in debt securities available-for-sale		(220,436	)		(110,021	)		(401,286	)		(220,364	)
Proceeds from sales and maturities of investment in debt securities available-for-sale		208,693			215,811			381,276			414,129
Proceeds from sales of investment in equity securities available-for-sale		681			609			1,346			1,157
Purchase of strategic equity investments		(1,000	)		0			(1,000	)		0
Purchase of developed technologies and other intangible assets		(1,059	)		(1,324	)		(3,602	)		(2,945	)
Purchase of property and equipment		(11,523	)		(8,371	)		(20,179	)		(15,093	)
Net cash provided by (used in) investing activities		(24,644	)		96,704			(43,445	)		176,884
Cash flows from financing activities:
Excess tax benefits from share-based payment arrangements		8,112			10,192			16,672			21,199
Proceeds from exercise of common stock options		3,370			18,011			8,413			55,699
Payments related to net settlement of share-based compensation awards		(2,952	)		(1,135	)		(11,985	)		(8,190	)
Purchase of treasury stock		(38,006	)		(4,994	)		(56,952	)		(79,355	)
Payments on other borrowings		(94	)		0			(688	)		(877	)
Net cash provided by (used in) financing activities		(29,570	)		22,074			(44,540	)		(11,524	)
Effect of foreign currency exchange rates on cash and cash equivalents		4,348			7,795			15,501			(9,179	)
Net increase in cash and cash equivalents		27,235			190,857			94,828			281,109
Cash and cash equivalents at beginning of the period		710,223			478,370			642,630			388,118
Cash and cash equivalents at end of the period	$	737,458		$	669,227		$	737,458		$	669,227

The accompanying notes are an integral part of these consolidated financial statements.

5

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—Company

Red Hat, Inc., incorporated in Delaware, together with its subsidiaries (“Red Hat” or the “Company”) is a global leader in providing open source software solutions to the enterprise. The Company is also the market leader in providing enterprise-ready open source operating system platforms. The Company applies its technology leadership to create its: enterprise operating platform, Red Hat Enterprise Linux; enterprise middleware platform, JBoss Enterprise Middleware; virtualization solutions and other infrastructure technology solutions, based on open source technology. The Company’s enterprise solutions are intended to meet the functionality requirements and performance demands of the enterprise and third-party computer hardware and software applications that are critical to the enterprise. The Company provides these solutions through content distribution and management services, Red Hat Network, RHN Satellite and JBoss Operations Network, which allow various Red Hat enterprise technologies to be updated and configured and the performance of these and other technologies to be monitored in an automated fashion. These solutions reflect the Company’s continuing commitment to provide an enterprise-wide infrastructure platform and developer solutions based on open source technology. The Company derives its revenue and generates its cash from customers primarily from two sources: (i) subscriptions for its enterprise technologies and (ii) training and services revenue, as further described below in NOTE 2, Summary of Significant Accounting Policies contained in the Company’s Annual report on Form 10-K for the year ended February 28, 2011 (“fiscal 2011”).

NOTE 2—Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The unaudited interim consolidated financial statements as of and for the three months and six months ended August 31, 2011 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the consolidated balance sheets, consolidated operating results and consolidated cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months and six months ended August 31, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending February 29, 2012 (“fiscal 2012”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting. For further information, see the Company’s Consolidated Financial Statements, including notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2011.

Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. There are no significant foreign exchange restrictions on the Company’s foreign subsidiaries.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from such estimates.

6

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies from those described in NOTE 2 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended February 28, 2011. These unaudited financial statements should be read in conjunction with such Annual Report on Form 10-K.

Recent Accounting Pronouncements

In September 2011, the FASB issued Accounting Standards Update No. 2011-08,Intangibles—Goodwill and Other (Topic 350)—Testing Goodwill for Impairment (ASU 2011-08), to simplify how entities test goodwill for impairment. ASU 2011-08 allows entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a greater than 50 percent likelihood exists that the fair value is less than the carrying amount then a two-step goodwill impairment test as described in Topic 350 must be performed. ASU 2011-08 is effective for the Company in the first quarter of its fiscal year ending February 28, 2013 (“fiscal 2013”) but is eligible for early adoption. The Company currently believes there will be no significant impact on its consolidated financial statements.

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05,Comprehensive Income (Topic 220)—Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for the Company in its first quarter of fiscal 2013 and should be applied retrospectively. The Company currently believes there will be no significant impact on its consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820)—Fair Value Measurement (ASU 2011-04), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU 2011-04 is effective for the Company in its fourth quarter of fiscal 2012 and should be applied prospectively. The Company does not currently have level 3 fair value measurements. The Company is currently evaluating the impact of adopting ASU 2011-04, but currently believes there will be no significant impact on its consolidated financial statements.

7

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

NOTE 3—Changes in Equity and Other Comprehensive Income

The following table summarizes the changes in the Company’s stockholders’ equity, including other comprehensive income, during the three months ended August 31, 2011 (in thousands):

	Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at May 31, 2011	$	22	$	1,633,083		$	277,499	$	(581,738	)	$	1,636		$	1,330,502
Net income		0		0			39,968		0			0			39,968
Other comprehensive income:
Foreign currency translation adjustment		0		0			0		0			(9	)
Unrealized gain (loss) on securities during period		0		0			0		0			(1,970	)
Reclassification for (gain) loss recognized during period		0		0			0		0			(664	)
Other comprehensive income, net of tax		0		0			0		0			(2,643	)		(2,643	)
Comprehensive income		0		0			0		0			0			37,325
Exercise of common stock options		0		3,370			0		0			0			3,370
Common stock repurchase (also see NOTE 10)		0		0			0		(38,006	)		0			(38,006	)
Share-based compensation expense		0		18,753			0		0			0			18,753
Tax benefits related to share-based awards		0		12,179			0		0			0			12,179
Minimum tax withholdings paid by the Company on behalf of employees related to net settlement of employee share-based awards		0		(2,952	)		0		0			0			(2,952	)
Balance at August 31, 2011	$	22	$	1,664,433		$	317,467	$	(619,744	)	$	(1,007	)	$	1,361,171

The following table summarizes the changes in the Company’s stockholders’ equity, including other comprehensive income, during the three months ended August 31, 2010 (in thousands):

	Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at May 31, 2010	$	22	$	1,488,655		$	161,843	$	(547,008	)	$	(2,220	)	$	1,101,292
Net income		0		0			23,656		0			0			23,656
Other comprehensive income:
Foreign currency translation adjustment		0		0			0		0			(2,142	)
Unrealized gain (loss) on securities during period		0		0			0		0			541
Reclassification for (gain) loss recognized during period		0		0			0		0			(536	)
Other comprehensive income, net of tax		0		0			0		0			(2,137	)		(2,137	)
Comprehensive income		0		0			0		0			0			21,519
Exercise of common stock options		0		18,011			0		0			0			18,011
Common stock repurchase		0		0			0		(4,994	)		0			(4,994	)
Share-based compensation expense		0		15,675			0		0			0			15,675
Tax benefits related to share-based awards		0		31,624			0		0			0			31,624
Minimum tax withholdings paid by the Company on behalf of employees related to net settlement of employee share-based awards		0		(1,135	)		0		0			0			(1,135	)
Balance at August 31, 2010	$	22	$	1,552,830		$	185,499	$	(552,002	)	$	(4,357	)	$	1,181,992

8

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following table summarizes the changes in the Company’s stockholders’ equity, including other comprehensive income, during the six months ended August 31, 2011 (in thousands):

	Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at February 28, 2011	$	22	$	1,610,238		$	245,050	$	(562,792	)	$	(1,819	)	$	1,290,699
Net income		0		0			72,417		0			0			72,417
Other comprehensive income:
Foreign currency translation adjustment		0		0			0		0			2,615
Unrealized gain (loss) on securities during period		0		0			0		0			(487	)
Reclassification for (gain) loss recognized during period		0		0			0		0			(1,316	)
Other comprehensive income, net of tax		0		0			0		0			812			812
Comprehensive income		0		0			0		0			0			73,229
Exercise of common stock options		0		8,413			0		0			0			8,413
Common stock repurchase (also see NOTE 10)		0		0			0		(56,952	)		0			(56,952	)
Share-based compensation expense		0		34,940			0		0			0			34,940
Tax benefits related to share-based awards		0		22,827			0		0			0			22,827
Minimum tax withholdings paid by the Company on behalf of employees related to net settlement of employee share-based awards		0		(11,985	)		0		0			0			(11,985	)
Balance at August 31, 2011	$	22	$	1,664,433		$	317,467	$	(619,744	)	$	(1,007	)	$	1,361,171

The following table summarizes the changes in the Company’s stockholders’ equity, including other comprehensive income, during the six months ended August 31, 2010 (in thousands):

	Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at February 28, 2010	$	22	$	1,444,848		$	137,772	$	(472,646	)	$	1,056		$	1,111,052
Net income		0		0			47,727		0			0			47,727
Other comprehensive income:
Foreign currency translation adjustment		0		0			0		0			(4,001	)
Unrealized gain (loss) on securities during period		0		0			0		0			(372	)
Reclassification for (gain) loss recognized during period		0		0			0		0			(1,040	)
Other comprehensive income, net of tax		0		0			0		0			(5,413	)		(5,413	)
Comprehensive income		0		0			0		0			0			42,314
Exercise of common stock options		0		55,699			0		0			0			55,699
Common stock repurchase		0		0			0		(79,356	)		0			(79,356	)
Share-based compensation expense		0		28,849			0		0			0			28,849
Tax benefits related to share-based awards		0		31,624			0		0			0			31,624
Minimum tax withholdings paid by the Company on behalf of employees related to net settlement of employee share-based awards		0		(8,190	)		0		0			0			(8,190	)
Balance at August 31, 2010	$	22	$	1,552,830		$	185,499	$	(552,002	)	$	(4,357	)	$	1,181,992

9

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

NOTE 4—Identifiable Intangible Assets

Identifiable intangible assets consist primarily of purchased technologies, customer and reseller relationships, trademarks, copyrights and patents, which are amortized over the estimated useful life, generally on a straight-line basis with the exception of customer contracts and relationships which are generally amortized over the greater of straight-line or the related asset’s pattern of economic benefit. Useful lives range from three to twelve years for purchased technologies and customer and reseller relationships and three to ten years for trademarks, copyrights and patents. As of August 31, 2011 and February 28, 2011, trademarks with an indefinite estimated useful life totaled $9.5 million and $9.1 million, respectively. The following is a summary of identifiable intangible assets (in thousands):

	August 31, 2011							February 28, 2011
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Trademarks, copyrights and patents	$	61,131	$	(18,528	)	$	42,603	$	58,122	$	(16,817	)	$	41,305
Purchased technologies		58,780		(36,164	)		22,616		59,233		(32,081	)		27,152
Customer and reseller relationships		80,807		(43,663	)		37,144		80,768		(39,293	)		41,475
Total identifiable intangible assets	$	200,718	$	(98,355	)	$	102,363	$	198,123	$	(88,191	)	$	109,932

Amortization expense associated with identifiable intangible assets recognized in the Company’s Consolidated Financial Statements for the three months and six months ended August 31, 2011 and August 31, 2010 is summarized as follows (in thousands):

	Three Months Ended				Six Months Ended
	August 31, 2011		August 31, 2010		August 31, 2011		August 31, 2010
Cost of revenue	$	1,216	$	704	$	2,195	$	1,408
Sales and marketing		1,958		2,075		3,918		4,161
Research and development		1,157		925		2,313		1,850
General and administrative		865		833		1,711		1,655
Total amortization expense	$	5,196	$	4,537	$	10,137	$	9,074

NOTE 5—Income Taxes

Income Tax Expense

During the three months and six months ended August 31, 2011, the Company recorded $15.0 million and $29.5 million of income tax expense. Tax expense for the three months and six months ended August 31, 2011 includes a net discrete tax benefit primarily from a reversal of the valuation allowance on the NOL of a foreign subsidiary, which resulted in a net reduction of income tax expense of $2.1 million. Excluding the impact of the discrete tax benefit, the Company’s estimated annual effective tax rate was 31.0% for the three months and six months ended August 31, 2011, which was based on an estimated annual effective tax rate of 31.0%. The Company’s estimated annual effective tax rate of 31.0% for fiscal 2012 differs from the U.S. federal statutory rate of 35% principally due to foreign income taxed at lower rates.

During the three months and six months ended August 31, 2010, the Company recorded $12.7 million and $25.7 million of income tax expense, which was based on an estimated annual effective tax rate of 35%. The

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

effective tax rate for the full year ended February 28, 2011 was 30% due to reinstatement of the U.S. federal research tax credit, approval of a tax holiday in Israel and certain other events that occurred during the fourth quarter of fiscal 2011.

The following table summarizes the Company’s tax provision for the three months and six months ended August 31, 2011 and August 31, 2010:

	Three Months Ended						Six Months Ended
	August 31, 2011			August 31, 2010			August 31, 2011			August 31, 2010
Provision for income taxes:
Income before provision for income taxes	$	54,931		$	36,394		$	101,959		$	73,426
Estimated annual effective tax rate on current year ordinary income		31	%		35	%		31	%		35	%
Provision for income taxes on current year ordinary income		17,029			12,738			31,608			25,699
Net discrete tax benefit from a reversal of the valuation allowance on the NOL of a foreign subsidiary		2,066			0			2,066			0
Provision for income taxes	$	14,963		$	12,738		$	29,542		$	25,699

Deferred Taxes

As of August 31, 2011, deferred tax assets (current and non-current) totaled $110.0 million, of which $2.4 million was offset by a valuation allowance. The Company continues to maintain a valuation allowance against its deferred tax assets with respect to certain foreign NOLs.

As of August 31, 2011, the Company had state NOL carryforwards of approximately $57.9 million. As of August 31, 2011, the Company had a U.S. federal research tax credit carryforward of approximately $38.0 million and a U.S. foreign tax credit carryforward of approximately $20.2 million. These NOL and tax credit carryforwards are scheduled to expire in varying amounts beginning in 2013.

Unrecognized tax benefits

The Company’s unrecognized tax benefits were $42.5 million as of August 31, 2011 and $42.1 million as of February 28, 2011. The Company’s unrecognized tax benefits at August 31, 2011 and February 28, 2011, which, if recognized, would affect the Company’s effective tax rate, were $38.5 million and $38.1 million, respectively.

During the three months and six months ended August 31, 2011, the amount of unrecognized tax benefits decreased $0.2 million and increased $0.4 million, respectively, primarily as a result of changes with respect to tax positions taken during prior periods. The results and timing of the resolution of tax audits is highly uncertain and the Company is unable to estimate the range of possible changes to the balance of unrecognized tax benefits. However, the Company does not currently anticipate any significant changes in its unrecognized tax benefits for the next 12 months. During the three months and six months ended August 31, 2011, there was a settlement of an uncertain income tax position and a reduction in long term obligations related to unrecognized tax benefits, the amount of which is insignificant.

It is the Company’s policy to recognize interest and penalties related to uncertain tax positions as income tax expense. Accrued interest and penalties related to unrecognized tax benefits totaled $3.1 million as of August 31, 2011 and $3.1 million as February 28, 2011.

11

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The following table summarizes the tax years in the Company’s major tax jurisdictions that remain subject to income tax examinations by tax authorities as of August 31, 2011. Due to NOL carryforwards, in some cases the tax years continue to remain subject to examination with respect to such NOLs:

Tax Jurisdiction	Years Subject to Income Tax Examination
U.S. federal		1994 – Present
North Carolina		1999 – Present
Ireland		2006 – Present
Japan*		2008 – Present

* The Company has been examined for income tax for years through February 28, 2007. However, the statute of limitations remains open for 5 years.

An income tax examination by the U.S. Internal Revenue Service with respect to the Company’s fiscal year ended February 28, 2007 has been completed. There were no significant adjustments resulting from the examination.

The Company or one of its subsidiaries is currently undergoing income tax examinations in India and Japan.

The tax examinations in France and Germany have been concluded with no significant adjustments.

The Company believes it has adequately provided for any reasonably foreseeable outcomes related to tax audits.

NOTE 6—Assets and Liabilities Measured at Fair Value on a Recurring Basis

Fair value is defined as the exchange price that would be received for the purchase of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for such asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company’s investments are comprised primarily of debt securities that are classified as available for sale and recorded at their fair market values. Liquid investments with effective original maturities of 90 days or less from the balance sheet date are classified as cash equivalents. Investments with remaining effective

12

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

maturities of twelve months or less from the balance sheet date are classified as short-term investments. Investments with remaining effective maturities of more than twelve months from the balance sheet date are classified as long-term investments. The Company’s Level 1 financial instruments are valued using quoted prices in active markets for identical instruments. The Company’s Level 2 financial instruments, including derivative instruments, are valued using quoted prices for identical instruments in less active markets or using other observable market inputs for comparable instruments.

Unrealized gains and temporary losses on investments classified as available for sale are included within accumulated other comprehensive income, net of any related tax effect. Upon realization, such amounts are reclassified from accumulated other comprehensive income to other income, net. Realized gains and losses and other than temporary impairments, if any, are reflected in the statements of operations as other income, net. The Company does not recognize changes in the fair value of its investments in income unless a decline in value is considered other-than-temporary. The vast majority of the Company’s investments are priced by pricing vendors. These pricing vendors use the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs. In the event observable inputs are not available, the Company assesses other factors to determine the security’s market value, including broker quotes or model valuations. Independent price verifications of all holdings are performed by pricing vendors which are then reviewed by the Company. In the event a price fails a pre-established tolerance check, it is researched so that the Company can assess the cause of the variance to determine what the Company believes is the appropriate fair market value.

The Company minimizes its credit risk associated with investments by investing primarily in investment grade, liquid securities. The Company’s policy is designed to limit exposures to any one issuer depending on credit quality. Periodic evaluations of the relative credit standing of those issuers are considered in the Company’s investment strategy.

The following table summarizes the composition and fair value hierarchy of the Company’s financial assets and liabilities at August 31, 2011 (in thousands):

	As of August  31, 2011			Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Money markets (1)	$	512,396		$	512,396	$	0		$	0
Available-for-sale securities (1):
Certificates of deposit		20,730			0		20,730			0
Commercial paper		28,446			0		28,446			0
Agencies		306,790			0		306,790			0
Municipal bonds		13,126			0		13,126			0
Corporates		205,173			0		205,173			0
Equities (1)		1,419			1,419		0			0
Derivative instruments (2)		223			0		223			0
Liabilities:
Derivative instruments (3)		(118	)		0		(118	)		0
Total	$	1,088,185		$	513,815	$	574,370		$	0

(1) Included in either cash and cash equivalents or investments in debt and equity securities in the Company’s Consolidated Balance Sheet at August 31, 2011, in addition to $213.0 million of cash.

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RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

(2) Included in other current assets in the Company’s Consolidated Balance Sheet at August 31, 2011.

(3) Included in accrued expenses in the Company’s Consolidated Balance Sheet at August 31, 2011.

The following table summarizes the composition and fair value hierarchy of the Company’s financial assets and liabilities at February 28, 2011 (in thousands):

	As of February  28, 2011			Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Money markets (1)	$	532,537		$	532,537	$	0		$	0
Available-for-sale securities (1):
Certificates of deposit		1,840			0		1,840			0
Commercial paper		27,562			0		27,562			0
Agencies		312,136			0		312,136			0
Municipal bonds		13,249			0		13,249			0
Corporates		193,916			0		193,916			0
Equities (1)		2,677			2,677		0			0
Derivative instruments (2)		434			0		434			0
Liabilities:
Derivative instruments (3)		(96	)		0		(96	)		0
Total	$	1,084,255		$	535,214	$	549,041		$	0

(1) Included in either cash and cash equivalents or investments in debt and equity securities in the Company’s Consolidated Balance Sheet at February 28, 2011 in addition to $108.5 million of cash.

(2) Included in other current assets in the Company’s Consolidated Balance Sheet at February 28, 2011.

(3) Included in accrued expenses in the Company’s Consolidated Balance Sheet at February 28, 2011.

The following table represents the Company’s investments measured at fair value as of August 31, 2011 (in thousands):

	Amortized Cost		Gross Unrealized					Aggregate Fair Value		Balance Sheet Classification
										Cash Equivalent Marketable Securities		Short-term Marketable Securities		Long-term Marketable Securities
			Gains		Losses (1)
Money markets	$	512,396	$	0	$	0		$	512,396	$	512,396	$	0	$	0
Certificates of deposit		20,730		0		0			20,730		6,541		14,189		0
Commercial paper		28,438		8		0			28,446		3,500		24,946		0
Agencies		306,616		216		(42	)		306,790		2,000		49,717		255,073
Municipal bonds		13,089		37		0			13,126		0		9,024		4,102
Corporates		207,298		89		(2,214	)		205,173		0		100,486		104,687
Equities		46		1,373		0			1,419		0		1,419		0
Total	$	1,088,613	$	1,723	$	(2,256	)	$	1,088,080	$	524,437	$	199,781	$	363,862

(1) As of August 31, 2011, there were no accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer.

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RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following table represents the Company’s investments measured at fair value as of February 28, 2011 (in thousands):

	Amortized Cost		Gross Unrealized					Aggregate Fair Value		Balance Sheet Classification
										Cash Equivalent Marketable Securities		Short-term Marketable Securities		Long-term Marketable Securities
			Gains		Losses (1)
Money markets	$	532,537	$	0	$	0		$	532,537	$	532,537	$	0	$	0
Certificates of deposit		1,840		0		0			1,840		20		1,820		0
Commercial paper		27,558		4		0			27,562		1,600		25,962		0
Agencies		313,133		70		(1,067	)		312,136		0		85,350		226,786
Municipal bonds		13,259		0		(10	)		13,249		0		13,249		0
Corporates		193,373		647		(103	)		193,917		0		88,912		105,005
Equities		85		2,592		0			2,677		0		2,677		0
Total	$	1,081,785	$	3,313	$	(1,180	)	$	1,083,918	$	534,157	$	217,970	$	331,791

(1) As of February 28, 2011, there were no accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer.

NOTE 7—Derivative Instruments

The Company transacts business in various foreign countries and is, therefore, subject to risk of foreign currency exchange rate fluctuations. The Company from time to time enters into forward contracts to hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations denominated in a currency other than the functional currency of the respective operating entity. These derivative instruments are recorded on the Consolidated Balance Sheets at their respective fair market values. The Company has elected not to prepare and maintain the documentation required to qualify for hedge accounting treatment and, therefore, changes in fair value are recorded in the Consolidated Statements of Operations.

The effects of forward contracts on the Company’s Consolidated Financial Statements are as follows as of August 31, 2011 and for the three months and six months then ended (in thousands):

	As of August 31, 2011									Three Months Ended August 31, 2011			Six Months Ended August 31, 2011
	Balance Sheet Location		Fair Value			Notional Value		Location of Gain (Loss) Recognized in Income on Derivative		Amount of Gain (Loss) Recognized in Income on Derivative
Assets—foreign currency forward contracts not designated as hedges		Other current assets	$	150		$	12,813		Other income, net	$	452		$	999
Liabilities—foreign currency forward contracts not designated as hedges		Accrued expenses	$	(118	)	$	46,364		Other income, net	$	(208	)	$	(717	)
TOTAL			$	32		$	59,177			$	244		$	282

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RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The effects of forward contracts on the Company’s Consolidated Financial Statements are as follows as of August 31, 2010 and for the three months and six months then ended (in thousands):

	As of August 31, 2010									Three Months Ended August 31, 2010			Six Months Ended August 31, 2010
	Balance Sheet Location		Fair Value			Notional Value		Location of Gain (Loss) Recognized in Income  on Derivative		Amount of Gain (Loss) Recognized in Income on Derivative
Assets—foreign currency forward contracts not designated as hedges		Other current assets	$	65		$	3,331		Other income, net	$	290		$	445
Liabilities—foreign currency forward contracts not designated as hedges		Accrued expenses	$	(77	)	$	17,924		Other income, net	$	(382	)	$	(1,045	)
TOTAL			$	(12	)	$	21,255			$	(92	)	$	(600	)

The aggregate notional amount of outstanding forward contracts at February 28, 2011 was $64.5 million. The fair value of these outstanding contracts at February 28, 2011 was a gross $0.4 million asset and a gross $0.1 million liability, and is recorded in other current assets and accrued expenses, respectively on the Consolidated Balance Sheets.

NOTE 8—Share-based Awards

The Company measures share-based compensation cost at grant date, based on the estimated fair value of the award and recognizes the cost over the employee requisite service period typically on a straight-line basis, net of estimated forfeitures. The Company estimates the fair value of stock options using the Black-Scholes-Merton valuation model. The fair value of nonvested share awards, nonvested share units and performance share units are measured at their underlying closing share price on the day of grant.

The following summarizes share-based compensation expense recognized in the Company’s Consolidated Financial Statements for the three months and six months ended August 31, 2011 and August 31, 2010 (in thousands):

	Three Months Ended				Six Months Ended
	August 31, 2011		August 31, 2010		August 31, 2011		August 31, 2010
Cost of revenue	$	1,842	$	1,370	$	3,631	$	2,561
Sales and marketing		6,101		4,771		11,672		8,547
Research and development		4,883		4,080		9,077		7,435
General and administrative		5,927		5,454		10,560		10,306
Total share-based compensation	$	18,753	$	15,675	$	34,940	$	28,849

Share-based compensation expense qualifying for capitalization was insignificant for each of the three months and six months ended August 31, 2011 and August 31, 2010. Accordingly, no share-based compensation expense was capitalized during the three months and six months ended August 31, 2011 and August 31, 2010.

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RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Estimated annual forfeitures—An estimated forfeiture rate of 10.0% per annum, which approximates the Company’s historical rate, was applied to options and nonvested share units. Awards are adjusted to actual forfeiture rates at vesting. The Company reassesses its estimated forfeiture rate annually or when new information, including actual forfeitures, indicate a change is appropriate.

During the three months and six months ended August 31, 2011, the Company granted the following share-based awards:

	Three Months Ended				Six Months Ended
	Shares and Shares Underlying Awards		Weighted Average Per Share Fair Value		Shares and Shares Underlying Awards		Weighted Average Per Share Fair Value
Options		11,026	$	14.49		13,388	$	14.69
Nonvested shares and share units		195,598	$	43.05		325,764	$	43.93
Performance share units—target (1)		0	$	0.00		316,668	$	43.60
Performance share awards (2)		9,488	$	43.05		167,820	$	43.57
Deferred share units		23,274	$	43.05		37,963	$	43.95
Total awards		239,386	$	41.73		861,603	$	43.28

(1) On May 25, 2011, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved a form of award agreement for use with grants of performance share units (“PSUs”) in FY2012 with payouts based on the Company’s financial performance (the “FY2012 Operating Performance PSU Agreement”) and a form of award agreement for use with grants of PSUs in FY2012 with payouts based on the performance of the Company’s common stock (the “FY2012 Share Price Performance PSU Agreement”). Under the FY2012 Operating Performance PSU Agreement, an executive will be granted an award for a target number of PSUs, and depending on the Company’s financial performance, the executive may earn up to 200% of the target number of PSUs (the “Maximum PSUs”) over a performance period with three separate performance segments corresponding to three fiscal years of the Company. Up to 25% of the Maximum PSUs may be earned in respect of the first performance segment; up to 50% of the Maximum PSUs may be earned in respect of the second performance segment, less the amount earned in the first performance segment; and up to 100% of the Maximum PSUs may be earned in respect of the third performance segment, less the amount earned in the first and second performance segments. Under the FY2012 Share Price Performance PSU Agreement, an executive will be granted an award for a target number of PSUs, and depending on the performance of the Company’s common stock over a thirty-six month period beginning on March 1, 2011 (the “Share Price Performance Period”), the executive may earn up to 200% of the target number of PSUs. The number of PSUs earned, according to the formula specified in the FY2012 Share Price Performance PSU Agreement, will be determined based on a comparison of the performance of the Company’s stock price relative to the performance of the stock price of specified peer companies during the Share Price Performance Period. This performance is measured by the change in the average price of common stock calculated over the ninety-day periods ending at both the beginning and the end of the Share Price Performance Period.

(2) On May 25, 2011, the Compensation Committee approved a form of award agreement for use with grants of performance-based restricted stock awards in FY2012 (the “Performance RSA Agreement”). Under the Performance RSA Agreement, executives are awarded shares of the Company’s common stock subject to achievement of a specified dollar amount of total revenues established by the Committee as the performance objective for FY2012 (the “RSA Performance Goal”). If the Company fails to achieve the RSA Performance Goal for FY2012, then all shares of restricted stock subject to the award are forfeited. If the Company

17

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

achieves the RSA Performance Goal for FY2012, 25% of the restricted stock vests on July 16, 2012, and the remainder vests ratably on a quarterly basis over the course of the subsequent three–year period, provided that the executive’s business relationship with the Company has not ceased.

NOTE 9—Earnings Per Share

The Company computes basic net income per common share by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed by dividing net income by the weighted average number of common shares and dilutive potential common share equivalents then outstanding. Potential common share equivalents consist of shares issuable upon the exercise of stock options or vesting of share-based awards.

The following table reconciles the numerators and denominators of the earnings per share calculation for the three months and six months ended August 31, 2011 and August 31, 2010 (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	August 31, 2011		August 31, 2010		August 31, 2011		August 31, 2010
Net income and net income—diluted	$	39,968	$	23,656	$	72,417	$	47,727
Weighted average common shares outstanding		192,937		189,027		193,046		188,477
Incremental shares attributable to assumed vesting or exercise of outstanding equity awards shares		3,234		4,533		3,382		4,980
Diluted shares		196,171		193,560		196,428		193,457
Diluted net income per share	$	0.20	$	0.12	$	0.37	$	0.25

The following shares awards are not included in the computation of diluted earnings per share because the aggregate value of proceeds considered received upon either exercise or vesting were greater than the average market price of the Company’s common stock during the related periods and the effect of including such share awards in the computation would be anti-dilutive (in thousands):

	Three Months Ended				Six Months Ended
	August 31, 2011		August 31, 2010		August 31, 2011		August 31, 2010
Number of shares considered anti-dilutive for calculating diluted net income per share:		752		86		58		149

NOTE 10—Share Repurchase Program

On March 24, 2010, the Company announced that its Board of Directors had authorized the repurchase of up to an aggregate of $300.0 million of the Company’s common stock from time to time in open market or privately negotiated transactions, as applicable. The program will expire on the earlier of (i) March 31, 2012 or (ii) a determination by the Board of Directors, Chief Executive Officer or Chief Financial Officer to discontinue the program.

As of August 31, 2011, the amount available under the program for the repurchase of the Company’s common stock was $162.8 million.

18

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

NOTE 11—Segment Reporting

The Company is organized primarily on the basis of three geographic business segments: the Americas (U.S., Latin America and Canada), EMEA (Europe, Middle East and Africa) and Asia Pacific. These business segments are aggregated into one reportable segment due to the similarity in nature of products provided, financial performance economics (e.g., revenue growth and gross margin), methods of distribution (direct and indirect) and customer classification and base (e.g., distributors, resellers and enterprise).

The following table lists, for the three months and six months ended August 31, 2011 and August 31, 2010, revenue from unaffiliated customers in the United States, the Company’s country of domicile, revenue from unaffiliated customers in Japan, which in terms of revenue, was the only individually material country outside the United States and revenue from other foreign countries.

	Three Months Ended				Six Months Ended
	August 31, 2011		August 31, 2010		August 31, 2011		August 31, 2010
United States, the Company’s country of domicile	$	153,300	$	126,341	$	297,861	$	242,801
Japan		22,634		17,830		43,880		34,478
Other foreign		105,386		75,590		204,325		151,626
Total revenue from unaffiliated customers	$	281,320	$	219,761	$	546,066	$	428,905

Total tangible long-lived assets located in the United States, the Company’s country of domicile, and similar tangible long-lived assets held outside the United States are summarized in the following table as of August 31, 2011 and February 28, 2011:

	As of August 31, 2011		As of February 28, 2011
United States, the Company’s country of domicile	$	55,743	$	53,722
Foreign		25,735		21,836
Total tangible long-lived assets	$	81,478	$	75,558

As of August 31, 2011 and February 28, 2011, no individual customer accounted for more than 10% of the Company’s accounts receivable. For each of the three months and six months ended August 31, 2011 and August 31, 2010 there were no individual customers from which the Company generated 10% or greater revenue.

NOTE 12—Commitments and Contingencies

As of August 31, 2011, the Company leased office space and certain equipment under various non-cancelable operating leases. Rent expense under operating leases was $6.2 million and $5.6 million for the three months ended August 31, 2011 and August 31, 2010, respectively. Rent expense under operating leases for the six months ended August 31, 2011 and August 31, 2010 was $12.2 million and $11.1 million, respectively.

Product Indemnification

The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party from losses arising in connection with the Company’s services or products, or from losses arising in connection with certain events defined within a particular contract, which may include litigation or claims

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RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

relating to intellectual property infringement, certain losses arising from damage to property or injury to persons or other matters. In each of these circumstances, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements may in certain cases be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third-parties for certain payments made by the Company.

It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the facts and circumstances involved in each particular agreement. The Company does not record a liability for claims related to indemnification unless the Company concludes that the likelihood of a material claim is probable and estimable. Historically, payments pursuant to these indemnifications have been immaterial.

NOTE 13—Legal Proceedings

Commencing on or about March 2001, the Company and certain of its officers and directors were named as defendants in a series of purported class action suits arising out of the Company’s initial public offering and secondary offering. Approximately 310 other IPO issuers were named as defendants in similar class action complaints (together, the “IPO Allocation Actions”). On August 8, 2001, Chief Judge Michael Mukasey of the U.S. District Court for the Southern District of New York issued an order that transferred all of the IPO Allocation Actions, including the complaints involving the Company, to one judge for coordinated pre-trial proceedings (Case No. 21 MC 92). The plaintiffs contend that the defendants violated federal securities laws by issuing registration statements and prospectuses that contained materially false and misleading information and failed to disclose material information. Plaintiffs also challenge certain IPO allocation practices by underwriters and the lack of disclosure thereof in initial public offering documents. On April 19, 2002, plaintiffs filed amended complaints in each of the 310 consolidated actions, including the Red Hat action. The relief sought consists of unspecified damages, attorneys’ and expert fees and other unspecified costs. In October of 2002, the individual director and officer defendants of the Company were dismissed from the case without prejudice. In October of 2004, the District Court certified a class in six of the 310 actions (the “focus cases”) and noted that the decision is intended to provide strong guidance to all parties regarding class certification in the remaining cases. The Company’s action is not one of the focus cases. On December 5, 2006, the U.S. Court of Appeals for the Second Circuit vacated the District Court’s class certification with respect to the focus cases and remanded the matter for further consideration. In September 2007, discovery moved forward in the focus cases and plaintiff filed and amended complaints against the focus case issuer and underwriter defendants. Defendants in the focus cases filed motions to dismiss the second amended complaints in November 2007 and filed their oppositions to plaintiffs’ motion for class certification in December 2007. The motions to dismiss in the focus cases were granted in part. On April 2, 2009, the plaintiffs’ executive committee on behalf of the proposed class filed a motion for preliminary approval of a settlement agreement to resolve the lawsuit, to which the Company has consented and for which payments called for by the settlement agreement are to be paid by the defendant insurers. The trial court heard arguments on September 10, 2009 on the fairness of the settlement. In an opinion and order filed October 5, 2009, the trial court approved the class, granted plaintiffs’ motion for approval of the settlement and directed the clerk of the court to close the action. Appeals have been filed and briefed before the Court of Appeals for the Second Circuit. On May 17, 2011, the Second Circuit issued a ruling on the two pending appeals, granting the motion to dismiss one of the appeals, and remanding the other appeal back to the District Court to determine procedural issues relating to the standing of the remaining objector-appellant. On August 25, 2011, the Court rejected the claims of that remaining objector-appellant. A notice of appeal of this decision was filed on September 26, 2011.

In the summer of 2004, 14 class action lawsuits were filed against the Company and several of its former officers on behalf of investors who purchased the Company’s securities during various periods from June 19,

20

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

2001 through July 13, 2004. All 14 suits were filed in the U.S. District Court for the Eastern District of North Carolina. In each of the actions, plaintiffs sought to represent a class of purchasers of the Company’s common stock during some or all of the period from June 19, 2001 through July 13, 2004. All of the claims arose in connection with the Company’s announcement on July 13, 2004 that it would restate certain of its financial statements (the “Restatement”). One or more of the plaintiffs asserted that certain former officers (the “Individual Defendants”) and the Company violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and Rule l0b-5 thereunder by issuing the financial statements that the Company subsequently restated. One or more of the plaintiffs sought unspecified damages, interest, costs, attorneys’ and experts’ fees, an accounting of certain profits obtained by the Individual Defendants from trading in the Company’s common stock, disgorgement by the Company’s former chief executive officer and former chief financial officer of certain compensation and profits from trading in the Company’s common stock pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 and other relief. As of September 8, 2004, all of these class action lawsuits were consolidated into a single action referenced as Civil Action No. 5:04-C V-473BR and titled In re Red Hat, Inc. Securities Litigation. On May 6, 2005, the plaintiffs filed an amended consolidated class action complaint. On July 29, 2005, the Company, on behalf of itself and the Individual Defendants, filed a motion to dismiss the action for failure to state a claim upon which relief may be granted. Also on that date, PricewaterhouseCoopers LLP (“PwC”), another defendant, filed a separate motion to dismiss. On May 12, 2006, the Court issued an order granting the motion to dismiss the Securities Exchange Act claims against several of the Individual Defendants, but denying the motion to dismiss the Securities Exchange Act claims against the Company, its former chief executive officer and former chief financial officer. The Court dismissed the claims under the Sarbanes-Oxley Act in their entirety, and also granted PwC’s motion to dismiss. On November 6, 2006, the plaintiffs filed a motion for class certification. Subsequent to the filing of that motion, several plaintiffs withdrew as potential class representatives, and the Company opposed the certification of the remaining proposed class representatives. On May 11, 2007, the Court entered an order denying class certification and denying all other pending motions as moot. Thereafter, on July 13, 2007 Charles Gilbert filed a renewed motion for appointment as lead plaintiff and approval of selection of lead counsel. On November 13, 2007, the Court entered an Order allowing Gilbert’s motion, appointing him lead plaintiff, adding him as a party plaintiff and appointing lead counsel. On January 14, 2008, Gilbert’s counsel filed a motion to certify the action as a class action. On August 28, 2009, the Court entered an Order certifying the action as a class action, appointing Gilbert as the class representative, and defining the class as “all purchasers of the common stock of Red Hat, Inc. between December 17, 2002, and July 12, 2004, inclusive and who were damaged thereby,” excluding Company insiders. On December 15, 2009, the Company announced that it had reached an agreement in principle to settle this matter, subject, among other matters, to completion of a final written settlement agreement and court approval. The Company recorded, for its quarter ended November 30, 2009, an estimated liability in the amount of $8.8 million for its portion of the proposed settlement. On March 29, 2010, counsel for the class filed a Motion for Preliminary Approval of the Settlement and, on June 11, 2010, a United States Magistrate Judge issued a Memorandum and Recommendation to the presiding judge that the motion be approved. On July 8, 2010, the presiding judge approved the motion and set the hearing for the final fairness hearing on December 7, 2010. The settlement was approved by the District Court in an order dated December 10, 2010.

The Company also experiences routine litigation in the normal course of its business, including patent litigation. The Company presently believes that the outcome of this routine litigation will not have a material adverse effect on its financial position, results of operations or cash flows.

21

RED HAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

NOTE 14—Subsequent Events

On October 3, 2011, the Company entered into a definitive agreement to acquire Gluster Inc., a Delaware corporation (“Gluster”).

The consideration to be paid by the Company at the closing is approximately $136.0 million in cash. As a part of the transaction, the Company will also assume all unvested Gluster equity interests outstanding at the effective time of the merger and issue Red Hat restricted stock units to certain employees of Gluster.

The closing of the transaction is conditioned upon customary closing conditions.

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

We are a global leader in providing open source software solutions to the enterprise, including our core enterprise operating system platform, Red Hat Enterprise Linux (“RHEL”), our enterprise middleware platform, JBoss Enterprise Middleware, our virtualization and cloud solutions and other Red Hat enterprise technologies.

Open source software is an alternative to proprietary software and represents a different model for the development and licensing of commercial software code than that typically used for proprietary software. Because open source software code is often freely shared, there are customarily no licensing fees for the distribution of open source software. Therefore, we do not recognize revenue from the licensing of the code itself. We provide value to our customers through the aggregation, integration, testing, certification, delivery, maintenance and support of our Red Hat enterprise technologies, and by providing a level of scalability, stability and accountability for the enterprise technologies we package and distribute. Moreover, because communities of developers not employed by us assist with the creation of our open source offerings, opportunities for further innovation of our offerings are supplemented by these communities.

We sell our enterprise technologies through subscriptions, and we recognize revenue over the period of the subscription agreements with our customers. We market our offerings primarily to enterprise customers including large enterprises, government organizations, small- and medium-size businesses and educational institutions.

We have focused on introducing and gaining acceptance for Red Hat enterprise technologies that comprise our open source architecture. Since introducing our initial enterprise open source operating system platform, Red Hat Enterprise Linux, it has gained widespread independent software vendor (“ISV”) and independent hardware vendor (“IHV”) support. We have continued to build our open source architecture by expanding our enterprise offerings and introducing new systems management services, middleware, integrated virtualization and clustering capability, file management systems, directory and certificate technologies and enhanced security functionality. We intend to bring the value of open source technology to other key areas of the enterprise infrastructure as the development community efforts support and customer needs dictate.

We derive our revenue and generate cash from customers primarily from two sources: (i) subscription revenue and (ii) training and services revenue. These arrangements typically involve subscriptions to Red Hat enterprise technologies. Our revenue is affected by, among other factors, corporate, government and consumer spending levels. In evaluating the performance of our business, we consider a number of factors, including total revenue, deferred revenue, operating income, operating margin and cash flows from operations. The arrangements with our customers that produce this revenue and cash are explained in further detail in Part II, Item 7 under “Critical Accounting Policies and Estimates” and in NOTE 2 to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended February 28, 2011.

Revenue.    For the three months ended August 31, 2011, total revenue increased 28.0% or $61.6 million to $281.3 million from $219.8 million for the three months ended August 31, 2010. Subscription revenue increased 28.0% or $52.2 million, driven primarily by additional subscriptions related to our principal RHEL technologies, which continue to gain broader market acceptance in mission-critical areas of computing, and our expansion of sales channels and geographic footprint. The increase is, in part, a result of the continued migration of enterprises in industries such as financial services, government, technology and telecommunications to our open source solutions from proprietary technologies. Training and services revenue increased 28.0% or $9.4 million for the three months ended August 31, 2011 as compared to the three months ended August 31, 2010. The increase is driven primarily by customer interest in new products and technologies and an economic environment in which some enterprises are increasing overall spending on discretionary items such as training and services despite the current economic environment.

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We believe the success of our business model is influenced by:

· the extent to which we can expand the breadth and depth of our technology and service offerings;

· our ability to enhance the value of subscriptions for Red Hat enterprise technologies through frequent and continuous innovations to these technologies;

· the acceptance and widespread deployment of open source solutions by small, medium and large enterprises and government agencies;

· our ability to generate increasing revenue from channel partner and other strategic relationships, including distributors, OEMs, other hardware partners, ISVs, cloud computing providers, VARs and system integrators;

· our ability to generate subscription revenue for Red Hat enterprise technologies; and

· our ability to provide customers with consulting and training services that generate additional revenue.

Deferred Revenue.    Our deferred revenue, current and long-term, balance at August 31, 2011 was $813.2 million. Because of our subscription model and revenue recognition policies, deferred revenue improves predictability of future revenue. Deferred revenue at August 31, 2011 increased $40.9 million or 5.3% as compared to the balance at February 28, 2011 of $772.3 million.

The change in deferred revenue reported on our Consolidated Balance Sheets of $40.9 million differs from the $24.1 million change in deferred revenue we reported on our Consolidated Statement of Cash Flows for the six months ended August 31, 2011 due to changes in foreign currency exchange rates used to translate deferred revenue balances from our foreign subsidiaries’ functional currency into U.S. dollars.

Subscriptions.    Our enterprise technologies are sold under subscription agreements. These agreements typically have a one- or three-year subscription period. The subscription entitles the end user to maintenance, which generally consists of a specified level of support, as well as security updates, bug fixes, functionality enhancements and upgrades to the technology, when and if available, during the term of the subscription. Our customers have the ability to purchase higher levels of subscriptions that increase the level of support the customer is entitled to receive. Subscription revenue increased for the first and second quarters of fiscal 2012 and sequentially for each quarter of fiscal 2011, 2010 and 2009 and is being driven primarily by the increased market acceptance and use of open source software by the enterprise and our expansion of sales channels and geographic footprint during these periods.

Revenue by geography.    We operate our business in three geographic regions: the Americas (U.S., Latin America and Canada); EMEA (Europe, Middle East and Africa); and Asia Pacific (principally Japan, Singapore, India, Australia, South Korea and China). In the three months ended August 31, 2011, approximately $128.0 million or 45.5% of our revenue was generated outside the United States compared to approximately $93.4 million or 42.5% for the three months ended August 31, 2010. Our international operations are expected to continue to grow as our international sales force and channels become more mature and as we enter new locations or expand our presence in existing locations. As of August 31, 2011, we had offices in more than 70 locations throughout the world.

Gross profit margin.    Gross profit margin decreased to 83.4% for the three months ended August 31, 2011 from 83.8% for the three months ended August 31, 2010 as a result of increased amortization expense related to investments in purchased technology.

Income from operations.    Operating income was 18.7% and 15.5% of total revenue for the three months ended August 31, 2011 and August 31, 2010, respectively. The increase in operating income as a percentage of revenue is a result of the decrease in operating expenses relative to revenue as we continued to focus on

24

managing discretionary spending and leveraging existing resources within corporate functions. Overall operating expenses as a percentage of revenue decreased to 64.8% for the three months ended August 31, 2011 from 68.3% for the three months ended August 31, 2010.

Cash, cash equivalents, investments in debt and equity securities and cash flow from operations.    Cash, cash equivalents and short-term and long-term available-for-sale investments in securities balances at August 31, 2011 totaled $1.3 billion. Cash generated from operating activities for the three months ended August 31, 2011 totaled $77.1 million, primarily as a result of the increase in subscription revenue, billings and collections during the same period.

Our significant cash balance gives us a measure of flexibility to take advantage of opportunities such as acquisitions, increasing investment in international areas and repurchasing our own common stock.

Foreign currency exchange rates’ impact on results of operations.    Approximately 45.5% of our revenue for the three months ended August 31, 2011 was produced by sales outside the United States. We are exposed to significant risks of foreign currency fluctuation primarily from receivables denominated in foreign currency and are subject to transaction gains and losses, which are recorded as a component in determining net income. The income statements of our non-U.S. operations are translated into U.S. dollars at the average exchange rates for each applicable month in a period. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign-currency-denominated transactions results in increased revenue and operating expenses from operations for our non-U.S. operations. Similarly, our revenue and operating expenses will decrease for our non-U.S. operations if the U.S. dollar strengthens against foreign currencies.

Using the average foreign currency exchange rates from the second quarter of our prior fiscal year ended February 28, 2011, our revenue and operating expenses from non-U.S. operations for the three months ended August 31, 2011 would have been lower than we reported using the average exchange rates for the second quarter of our current fiscal year ending February 29, 2012 by approximately $12.6 million and $8.6 million, respectively, which would have resulted in income from operations being lower by $4.0 million.

Using the average foreign currency exchange rates from the first six months of our prior fiscal year ended February 28, 2011, our revenue and operating expenses from non-U.S. operations for the six months ended August 31, 2011 would have been lower than we reported using the average exchange rates for the first six months of our current fiscal year ending February 29, 2012 by approximately $19.1 million and $12.8 million, respectively, which would have resulted in income from operations being lower by $6.3 million.

In our fiscal year ended February 28, 2011, we focused and expect in our fiscal year ending February 29, 2012 to continue to focus on, among other things, (i) gaining widespread acceptance and deployment of Red Hat enterprise technologies by enterprise users globally, (ii) generating increasing revenue from our existing customer base by renewing existing subscriptions, providing additional value to our customers and by growing the number of enterprise technologies that comprise our open source architecture, (iii) generating increased revenue by providing additional systems management, developer support and other targeted services and (iv) generating increasing revenue from additional market penetration through a broader and deeper set of channel partner relationships, including OEMs, VARs and systems integrators and our own international expansion, among other means.

25

RESULTS OF OPERATIONS

Three months ended August 31, 2011 and August 31, 2010

The following table is a summary of our results of operations for the three months ended August 31, 2011 and August 31, 2010 (in thousands):

	Three Months Ended (Unaudited)
	August 31, 2011			August 31, 2010			$ Change			% Change
Revenue:
Subscriptions	$	238,337		$	186,183		$	52,154			28.0	%
Training and services		42,983			33,578			9,405			28.0
Total subscription and training and services revenue		281,320			219,761			61,559			28.0
Cost of subscription and training and services revenue:
Cost of subscriptions		16,596			12,256			4,340			35.4
As a % of subscription revenue		7.0	%		6.6	%
Cost of training and services		30,043			23,446			6,597			28.1
As a % of training and services revenue		69.9	%		69.8	%
Total cost of subscription and training and services revenue		46,639			35,702			10,937			30.6
As a % of total revenue		16.6	%		16.2	%
Total gross profit		234,681			184,059			50,622			27.5
Operating expense:
Sales and marketing		99,730			79,434			20,296			25.6
Research and development		51,488			42,361			9,127			21.5
General and administrative		30,985			28,193			2,792			9.9
Total operating expense		182,203			149,988			32,215			21.5
Income from operations		52,478			34,071			18,407			54.0
Interest income		2,127			1,775			352			19.8
Other income, net		326			548			(222	)		(40.5	)
Income before provision for income taxes		54,931			36,394			18,537			50.9
Provision for income taxes		14,963			12,738			2,225			17.5
Net income	$	39,968		$	23,656		$	16,312			69.0	%
Gross profit margin-subscriptions		93.0	%		93.4	%
Gross profit margin-training and services		30.1	%		30.2	%
Gross profit margin		83.4	%		83.8	%
As a % of total revenue:
Subscription revenue		84.7	%		84.7	%
Training and services revenue		15.3	%		15.3	%
Sales and marketing expense		35.5	%		36.1	%
Research and development expense		18.3	%		19.3	%
General and administrative expense		11.0	%		12.8	%
Total operating expenses		64.8	%		68.3	%
Income from operations		18.7	%		15.5	%
Income before provision for income taxes		19.5	%		16.6	%
Net income		14.2	%		10.8	%
Estimated annual effective income tax rate (1)		31.0	%		35.0	%

(1) Estimated annual effective tax rate is based on estimated ordinary income and excludes certain discrete tax benefits of $2.1 million that we recognized during the three months ended August 31, 2011.

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Revenue

Subscription revenue

Subscription revenue, which is primarily comprised of direct and indirect sales of Red Hat enterprise technologies, increased by 28.0% or $52.2 million to $238.3 million for the three months ended August 31, 2011 from $186.2 million for the three months ended August 31, 2010. The increase in subscription revenue is primarily due to increases in volumes sold, including additional subscriptions attributable to geographic expansion, and continuing innovation, which attracts new customers and helps to drive renewals from existing customers.

Training and services revenue

Training revenue includes fees paid by our customers for delivery of educational materials and instruction. Services revenue includes fees received from customers for consulting services regarding our offerings, deployment of Red Hat enterprise technologies and for delivery of added functionality to Red Hat enterprise technologies for our major customers and OEM partners. Total training and services revenue increased by 28.0% or $9.4 million to $43.0 million for the three months ended August 31, 2011 from $33.6 million for the three months ended August 31, 2010. Training revenue increased 14.4% or $1.6 million as some enterprises continued to increase overall spending on discretionary items such as training despite the current economic environment. Our services revenue increased by 34.8% or $7.8 million as a result of both continued increase in discretionary spending and increased subscription sales. Combined training and services revenue as a percentage of total revenue was 15.3% for each of the three month periods ended August 31, 2011 and August 31, 2010.

Cost of revenue

Cost of subscription revenue

The cost of subscription revenue primarily consists of expenses we incur to support, distribute, manufacture and package Red Hat enterprise technologies. These costs include labor related cost to provide technical support and maintenance, as well as cost for fulfillment, physical media, literature, packaging and shipping. Cost of subscription revenue increased by 35.4% or $4.3 million to $16.6 million for the three months ended August 31, 2011 from $12.3 million for the three months ended August 31, 2010. The increase is partially the result of continued additions to our technical support staff to meet the demands of our growing subscriber base for support and maintenance, and includes additional compensation expense of $2.8 million. The remaining variance is primarily due to increased amortization expense related to purchased technology which increased $0.7 million for the three months ended August 31, 2011 as compared to the three months ended August 31, 2010. As the number of open source technology subscriptions continues to increase, we expect associated support cost will continue to increase, although we anticipate this will occur at a rate slower than that of subscription revenue growth due to economies of scale. As a result of investments in purchased technology, our gross profit margin on subscriptions decreased to 93.0% for the three months ended August 31, 2011 from 93.4% for the three months ended August 31, 2010.

Cost of training and services revenue

Cost of training and services revenue is mainly comprised of personnel and third-party consulting costs for the design, development and delivery of custom engineering, training courses and professional services provided to various types of customers. Cost of training and services revenue increased by 28.1% or $6.6 million to $30.0 million for the three months ended August 31, 2011 from $23.4 million for the three months ended August 31, 2010. The cost to deliver training increased 4.8% or $0.4 million to $8.3 million for the three months ended August 31, 2011 compared to $7.9 million for the three months ended August 31, 2010. The increase in training costs was primarily due to the increased volume of classes offered during the period. Costs to deliver our services revenue increased by 40.0% or $6.2 million and primarily relate to additional compensation expense and travel

27

associated with additions to our staff and the use of outside contractors which increased $3.6 million and $1.3 million, respectively. The remaining increase in costs to deliver our engineering and professional services relates to process and technology infrastructure investments we continue to make to enhance the delivery of our services. Total costs to deliver training and services as a percentage of training and services revenue increased to 69.9% for the three months ended August 31, 2011 from 69.8% for the three months ended August 31, 2010.

Gross profit

Gross profit margin decreased to 83.4% for the three months ended August 31, 2011 from 83.8% for the three months ended August 31, 2010 as a result of increased amortization expense related to investments in purchased technology.

Operating expenses

Sales and marketing

Sales and marketing expense consists primarily of salaries and other related costs for sales and marketing personnel, sales commissions, travel, public relations and marketing materials and trade shows. Sales and marketing expense increased by 25.6% or $20.3 million to $99.7 million for the three months ended August 31, 2011 from $79.4 million for the three months ended August 31, 2010. This increase was primarily due to a $17.3 million increase in selling costs, which includes $15.4 million of additional compensation expense attributable to the expansion of our sales force from the prior year. The remaining increase relates to marketing costs, which grew $3.0 million or 17.2% for the three months ended August 31, 2011 as compared to the three months ended August 31, 2010. The increase in marketing costs includes $2.6 million related to increased headcount to support our expanding marketing efforts. Sales and marketing expense decreased as a percentage of revenue to 35.5% for the three months ended August 31, 2011 from 36.1% for the three months ended August 31, 2010 as we began to leverage previous investments made to our sales and marketing functions.

Research and development

Research and development expense consists primarily of personnel and related costs for development of software technologies and systems management offerings. Research and development expense increased by 21.5% or $9.1 million to $51.5 million for the three months ended August 31, 2011 from $42.4 million for the three months ended August 31, 2010. The increase in research and development costs primarily resulted from the expansion of our engineering group through direct hires. Compensation expense increased by $7.9 million. The remaining increase in research and development costs relates primarily to process and technology infrastructure enhancements, which increased $1.1 million. Research and development expense was 18.3% and 19.3% of total revenue for the three months ended August 31, 2011 and August 31, 2010, respectively.

General and administrative

General and administrative expense consists primarily of personnel and related costs for general corporate functions, including information systems, finance, accounting, legal, human resources and facilities expense. General and administrative expense increased by 9.9% or $2.8 million to $31.0 million for the three months ended August 31, 2011 from $28.2 million for the three months ended August 31, 2010. The increase in general and administrative expenses results from increased compensation expense of $1.8 million. General and administrative expense decreased as a percentage of revenue to 11.0% for the three months ended August 31, 2011 from 12.8% for the three months ended August 31, 2010 as we continued to leverage our corporate functions.

Interest income

Interest income increased by 19.8% or $0.4 million to $2.1 million for the three months ended August 31, 2011 from $1.8 million for the three months ended August 31, 2010. The increase in interest income for the three months ended August 31, 2011 is attributable to yields earned on our higher cash and investment balances.

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Other income, net

Other income, net decreased $0.2 million for the three months ended August 31, 2011 as compared to the three months ended August 31, 2010. The decrease is due to reduced gains from the sale of available-for-sale equity securities for the three months ended August 31, 2011 as compared to the same period ended August 31, 2010.

Income taxes

During the three months ended August 31, 2011, we recorded $15.0 million of income tax expense, which is based on an estimated annual effective tax rate of 31.0%, net of a discrete tax benefit of $2.1 million primarily related to a reversal of the valuation allowance on the NOL of a foreign subsidiary. Excluding the impact of the discrete tax benefit, our estimated annual effective tax rate of 31.0% is less than the U.S. federal statutory rate of 35% principally due to foreign income taxed at lower rates.

During the three months ended August 31, 2010, we recorded $12.7 million of income tax expense, which was based on a then estimated annual effective tax rate of 35%. Our estimated annual effective tax rate for the three months ended August 31, 2010, was 35% but the effective rate for the full year ended February 28, 2011 was 30% due to reinstatement of the U.S. federal research tax credit, approval of a tax holiday in Israel and certain other events that occurred during the fourth quarter of fiscal 2011.

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Six months ended August 31, 2011 and August 31, 2010

The following table is a summary of our results of operations for the six months ended August 31, 2011 and August 31, 2010 (in thousands):

	Six Months Ended (Unaudited)
	August 31, 2011			August 31, 2010			$ Change			% Change
Revenue:
Subscriptions	$	463,870		$	365,259		$	98,611			27.0	%
Training and services		82,196			63,646			18,550			29.1
Total subscription and training and services revenue		546,066			428,905			117,161			27.3
Cost of subscription and training and services revenue:
Cost of subscriptions		31,835			24,920			6,915			27.7
As a % of subscription revenue		6.9	%		6.8	%
Cost of training and services		57,251			44,019			13,232			30.1
As a % of training and services revenue		69.7	%		69.2	%
Total cost of subscription and training and services revenue		89,086			68,939			20,147			29.2
As a % of total revenue		16.3	%		16.1	%
Total gross profit		456,980			359,966			97,014			27.0
Operating expense:
Sales and marketing		197,056			153,998			43,058			28.0
Research and development		99,776			83,019			16,757			20.2
General and administrative		62,311			54,638			7,673			14.0
Total operating expense		359,143			291,655			67,488			23.1
Income from operations		97,837			68,311			29,526			43.2
Interest income		4,063			3,438			625			18.2
Other income, net		59			1,677			(1,618	)		(96.5	)
Income before provision for income taxes		101,959			73,426			28,533			38.9
Provision for income taxes		29,542			25,699			3,843			15.0
Net income	$	72,417		$	47,727		$	24,690			51.7	%
Gross profit margin-subscriptions		93.1	%		93.2	%
Gross profit margin-training and services		30.3	%		30.8	%
Gross profit margin		83.7	%		83.9	%
As a % of total revenue:
Subscription revenue		84.9	%		85.2	%
Training and services revenue		15.1	%		14.8	%
Sales and marketing expense		36.1	%		35.9	%
Research and development expense		18.3	%		19.4	%
General and administrative expense		11.4	%		12.7	%
Total operating expenses		65.8	%		68.0	%
Income from operations		17.9	%		15.9	%
Income before provision for income taxes		18.7	%		17.1	%
Net income		13.3	%		11.1	%
Estimated annual effective income tax rate (1)		31.0	%		35.0	%

(1) Estimated annual effective tax rate is based on estimated ordinary income and excludes certain discrete tax benefits of $2.1 million that we recognized during the six months ended August 31, 2011.

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Revenue

Subscription revenue

Subscription revenue increased by 27.0% or $98.6 million to $463.9 million for the six months ended August 31, 2011 from $365.3 million for the six months ended August 31, 2010. The increase in subscription revenue is primarily due to increases in volumes sold, including additional subscriptions attributable to geographic expansion, and continuing innovation, which attracts new customers and helps to drive renewals from existing customers.

Training and services revenue

Total training and services revenue increased by 29.1% or $18.6 million to $82.2 million for the six months ended August 31, 2011 from $63.6 million for the six months ended August 31, 2010. Training revenue increased 21.3% or $5.0 million as some enterprises continued to increase overall spending on discretionary items such as training and related travel. Our services revenue increased by 33.1% or $14.1 million as a result of both a continued increase in discretionary spending and increased subscription sales. Combined training and services revenue increased as a percentage of total revenue to 15.1% for the six months ended August 31, 2011 from 14.8% for the six months ended August 31, 2010.

Cost of revenue

Cost of subscription revenue

Cost of subscription revenue increased by 27.7% or $6.9 million to $31.8 million for the six months ended August 31, 2011 from $24.9 million for the six months ended August 31, 2010. The increase is partially the result of continued additions to our technical support staff to meet the demands of our growing subscriber base for support and maintenance, and includes additional compensation expense of $5.2 million. The remaining variance is primarily due to increased amortization expense related to purchased technology which increased $1.0 million for the six months ended August 31, 2011 as compared to the six months ended August 31, 2010. As the number of open source technology subscriptions continues to increase, we expect associated support cost will continue to increase, although we anticipate this will occur at a rate slower than that of subscription revenue growth due to economies of scale. As a result investments in purchased technology, gross profit margin on subscriptions decreased to 93.1% for the six months ended August 31, 2011 from 93.2% for the six months ended August 31, 2010.

Cost of training and services revenue

Cost of training and services revenue increased by 30.1% or $13.2 million to $57.3 million for the six months ended August 31, 2011 from $44.0 million for the six months ended August 31, 2010. The cost to deliver training increased 8.0% or $1.2 million to $16.8 million for the six months ended August 31, 2011 compared to $15.6 million for the six months ended August 31, 2010. The increase in training costs was primarily due to the increased volume of classes offered during the period. Costs to deliver our services revenue increased by 41.7% or $12.0 million and primarily relate to additional compensation and travel expenses associated with additions to our staff and the use of outside contractors which increased $7.3 million and $2.0 million, respectively. The remaining increase in costs to deliver our engineering and professional services relates to process and technology infrastructure investments we continue to make to enhance the delivery of our services. Total costs to deliver training and services as a percentage of training and services revenue increased to 69.7% for the six months ended August 31, 2011 from 69.2% for the six months ended August 31, 2010.

Gross profit

Training and services revenue increased to 15.1% of total revenue for the six months ended August 31, 2011 from 14.8% of total revenue for the six months ended August 31, 2010. As a result of this slight product-mix

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shift from subscriptions to training and services and investments made in purchased technology, overall gross profit margin decreased to 83.7% for the six months ended August 31, 2011 from 83.9% for the six months ended August 31, 2010.

Operating expenses

Sales and marketing

Sales and marketing expense increased by 28.0% or $43.1 million to $197.1 million for the six months ended August 31, 2011 from $154.0 million for the six months ended August 31, 2010. This increase was primarily due to a $34.9 million increase in selling costs, which includes $31.1 million of additional employee compensation expense attributable to the expansion of our sales force from the prior year. The remaining increase relates to marketing costs, which grew $8.2 million or 25.6% for the six months ended August 31, 2011 as compared to the six months ended August 31, 2010. The increase in marketing costs includes $5.3 million of compensation expense related to increased headcount to support our expanding marketing efforts and $1.0 million related to an increase in advertising costs. Sales and marketing expense increased as a percentage of revenue to 36.1% for the six months ended August 31, 2011 from 35.9% for the six months ended August 31, 2010 as we continue to invest in our sales and marketing function to expand the breadth of our global sales coverage and depth of our product sales coverage.

Research and development

Research and development expense increased by 20.2% or $16.8 million to $99.8 million for the six months ended August 31, 2011 from $83.0 million for the six months ended August 31, 2010. The increase in research and development costs primarily resulted from the expansion of our engineering group through direct hires. Compensation expense increased by $14.7 million. The remaining increase in research and development costs relates primarily to process and technology infrastructure enhancements, which increased $1.8 million. Research and development expense was 18.3% and 19.4% of total revenue for the six months ended August 31, 2011 and August 31, 2010, respectively.

General and administrative

General and administrative expense increased by 14.0% or $7.7 million to $62.3 million for the six months ended August 31, 2011 from $54.6 million for the six months ended August 31, 2010. The increase in general and administrative expenses results from increased compensation expense of $3.6 million, outside professional service fees, which increased $1.8 million and additional allowances for bad debt of $1.0 million. The remaining increase in general and administrative costs relates primarily to process and technology infrastructure enhancements, which increased $0.5 million. General and administrative expense decreased as a percentage of revenue to 11.4% for the six months ended August 31, 2011 from 12.7% for the six months ended August 31, 2010 as we continued to leverage our corporate functions.

Interest income

Interest income increased by 18.2% or $0.6 million to $4.1 million for the six months ended August 31, 2011 from $3.4 million for the six months ended August 31, 2010. The increase in interest income for the six months ended August 31, 2011 is attributable to yields earned on our higher cash and investment balances.

Other income, net

Other income, net decreased $1.6 million for the six months ended August 31, 2011 as compared to the six months ended August 31, 2010. The decrease is primarily due to losses realized on settlement of foreign-currency transactions as a result of changes in foreign currency exchange rates.

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Income taxes

During the six months ended August 31, 2011, we recorded $29.5 million of income tax expense, which is based on an estimated annual effective tax rate of 31.0%, net of a discrete tax benefit of $2.1 million primarily related to a reversal of the valuation allowance on the NOL of a foreign subsidiary. Excluding the impact of the discrete tax benefit, our estimated annual effective tax rate of 31.0% is less than the U.S. federal statutory rate of 35% principally due to foreign income taxed at lower rates.

During the six months ended August 31, 2010, we recorded $25.7 million of income tax expense, which was based on a then estimated annual effective tax rate of 35%. Our estimated annual effective tax rate for the six months ended August 31, 2010, was 35% but the effective rate for the full year ended February 28, 2011 was 30% due to reinstatement of the U.S. federal research tax credit, approval of a tax holiday in Israel and certain other events that occurred during the fourth quarter of fiscal 2011.

LIQUIDITY AND CAPITAL RESOURCES

We have historically derived a significant portion of our liquidity and operating capital from cash flows from operations as well as the sale of equity securities, including private sales of preferred stock and the sale of common stock in our initial and follow-on public offerings, the issuance of convertible debentures and borrowings under working capital lines of credit. At August 31, 2011, we had total cash and investments of $1.3 billion, which was comprised of $737.5 million in cash and cash equivalents, $184.2 million of short-term, available-for-sale fixed-income investments, $1.4 million of available-for-sale equity securities, $363.9 million of long-term, available-for-sale fixed-income investments, and $14.2 million in certificates of deposit with maturity dates greater than 30 days. This compares to total cash and investments of $1.2 billion at February 28, 2011.

With $737.5 million in cash and cash equivalents on hand, we believe our cash and cash equivalent balances should be sufficient to satisfy our cash requirements for the next twelve months and for the foreseeable future. We presently do not intend to liquidate our short and long-term investments in debt securities prior to their scheduled maturity dates. However, in the event that we did liquidate these investments prior to their scheduled maturities and there were adverse changes in market interest rates or the overall economic environment, we could be required to recognize a realized loss on those investments when we liquidate. At August 31, 2011 and February 28, 2011, accumulated unrealized losses on our available-for-sale debt securities totaled $1.9 million and $0.5 million, respectively. At August 31, 2011 and February 28, 2011, accumulated unrealized gains related to our short-term equity securities available for sale totaled $1.4 million and $2.6 million, respectively.

Six months ended August 31, 2011

Cash flows—overview

At August 31, 2011, cash and cash equivalents totaled $737.5 million, an increase of $94.8 million as compared to February 28, 2011. The increase in cash and cash equivalents for the six months ended August 31, 2011 is primarily the result of cash provided by operations which generated $167.3 million. Partially offsetting cash provided by operating activities was cash used to repurchase 1.3 million shares of our common stock at a total cost of $57.0 million and investments in tangible assets which totaled $20.2 million. Net cash generated by operating activities and used for investing and financing activities is further described below.

Cash flows from operations

Cash provided by operations of $167.3 million during the six months ended August 31, 2011 includes net income of $72.4 million, adjustments to exclude the impact of non-cash revenues and expenses, which totaled $63.0 million net source of cash, and changes in operating assets and liabilities, which totaled a $31.8 million net source of cash. Cash provided by changes in operating assets and liabilities for the six months ended August 31, 2011 was primarily the result of an increase in our deferred revenue which generated operating cash flow of

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$24.1 million and collections on our fourth quarter fiscal 2011’s significant billings which generated operating cash flow of $11.6 million. Cash generated from deferred income taxes of $19.2 million was primarily due to share-based compensation deductions which were in excess of amounts originally recognized in our consolidated statements of operations. Excess tax benefits from share-based compensation, which totaled $16.7 million, is considered a financing source of cash.

Cash flows from investing

Cash used in investing activities of $43.4 million for the six months ended August 31, 2011 includes net purchases of available-for-sale debt securities of $20.0 million, investments in property and equipment of $20.2 million, primarily related to process and information technology infrastructure enhancements and investments in other intangible assets, primarily patents, of $3.6 million.

Cash flows from financing

Cash used in financing activities of $44.5 million for the six months ended August 31, 2011 includes $57.0 million used to repurchase 1.3 million shares of our common stock. Payments made in return for common shares received from employees to satisfy employees’ minimum tax withholding obligations related to restricted share awards vesting during the six months ended August 31, 2011 totaled $12.0 million. Partially offsetting financing activities using cash were proceeds from excess tax benefits related to share-based employee compensation which totaled $16.7 million and proceeds from employees’ exercise of common stock options which totaled $8.4 million. Payments on other borrowings totaled $0.7 million for the six months ended August 31, 2011.

Investments in debt and equity securities

Our investments are comprised primarily of debt securities that are classified as available for sale and recorded at their fair market values. At August 31, 2011 and February 28, 2011, the vast majority of our investments were priced by pricing vendors. These pricing vendors use the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs. In the event observable inputs are not available, we assess other factors to determine the securities’ market value, including broker quotes or model valuations. Independent price verifications of all of our holdings are performed by the pricing vendors, which we review. In the event a price fails a pre-established tolerance check, it is researched so that we can assess the cause of the variance to determine what we believe is the appropriate fair market value.

Capital requirements

We have experienced a substantial increase in our operating expenses since our inception in connection with the growth of our operations, the development of our enterprise technologies, the expansion of our services operations and our acquisition activity. Our capital requirements during the year ending February 29, 2012 will depend on numerous factors, including the amount of resources we devote to:

· funding the continued development of our enterprise technology offerings;

· accelerating the development of our systems management services;

· improving and extending our services and the technologies used to deliver these services to our customers and support our business;

· pursuing strategic acquisitions and alliances; and

· investing in businesses, products and technologies.

We have utilized, and will continue from time to time to utilize, cash and investments to fund, among other potential uses, purchases of our common stock, purchases of fixed assets and mergers and acquisitions.

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Given our historically strong operating cash flow and the $1.3 billion of cash and investments held at August 31, 2011, we do not presently anticipate the need to raise cash to fund our operations, either through the sale of additional equity or through the issuance of debt, in the foreseeable future. However, we may take advantage of favorable capital market situations that may arise from time to time to raise additional capital.

We believe that cash flow from operations will continue to improve; however, there can be no assurances that we will improve our cash flow from operations from the current rate or that such cash flows will be adequate to fund other investments or acquisitions that we may choose to make. We may choose to accelerate the expansion of our business from our current plans, which may require us to raise additional funds through the sale of equity or debt securities or through other financing means. There can be no assurances that any such financing would occur in amounts or on terms favorable to us, if at all.

Off-balance sheet arrangements

As of August 31, 2011 and February 28, 2011, we have no off-balance sheet financing arrangements and do not utilize any “structured debt”, “special purpose” or similar unconsolidated entities for liquidity or financing purposes.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of interest rate changes, foreign currency exchange rate fluctuations and changes in the market value of our investments.

Interest Rate Risk

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. The primary objective of our investment activities is to preserve principal and liquidity while at the same time maximizing yields without significantly increasing risk. To achieve this objective, we maintain our portfolio of cash equivalents and short-term and long-term investments in a variety of fixed-income securities, including both government and corporate obligations and money market funds. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in prevailing interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if forced to sell securities which have declined in market value due to changes in interest rates or perceived credit risk related to the securities’ issuers. A hypothetical one percentage point change in interest rates, assuming a parallel shift of all interest rates, would result in an $8.0 million change in annual interest income derived from investments in our portfolio as of August 31, 2011. For further discussion related to our investments as of August 31, 2011 and February 28, 2011, see NOTE 6 to the Consolidated Financial Statements.

Investment Risk

The fair market value of our investment portfolio is subject to interest rate risk. Based on a sensitivity analysis performed on this investment portfolio, a hypothetical one percentage point increase in prevailing interest rates would result in an approximate $5.3 million decrease in the fair value of our available-for-sale investment securities as of August 31, 2011. For further discussion related to our investments as of August 31, 2011 and February 28, 2011, see NOTE 6 to the Consolidated Financial Statements.

Credit Risk

The fair market values of our investment portfolio and cash balances are exposed to counterparty credit risk. Accordingly, while we periodically review our portfolio in an effort to mitigate counterparty risk, the principal values of our cash balances, money market accounts and investments in available-for-sale securities could suffer a loss of value.

Foreign Currency Risk

Approximately 45.5% of our revenue for the three months ended August 31, 2011 was produced by sales outside the United States. We are exposed to significant risks of foreign currency fluctuation primarily from receivables denominated in foreign currency and are subject to transaction gains and losses, which are recorded as a component in determining net income. The income statements of our non-U.S. operations are translated into U.S. dollars at the average exchange rates for each applicable month in a period. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency statements results in increased revenue and operating expenses for our non-U.S. operations. Similarly, our revenue and operating expenses for our non-U.S. operations decreases if the U.S. dollar strengthens against foreign currencies.

Using the average foreign currency exchange rates from the second quarter of our prior fiscal year ended February 28, 2011, our revenue and operating expenses from non-U.S. operations for the three months ended August 31, 2011 would have been lower than we reported using the average exchange rates for the second quarter of our current fiscal year ending February 29, 2012 by approximately $12.6 million and $8.6 million, respectively, which would have resulted in income from operations being lower by $4.0 million.

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Derivative Instruments

We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We sometimes enter into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations denominated in a currency other than the functional currency of the respective operating entity. All derivative instruments are recorded on the Consolidated Balance Sheets at their respective fair market values in accordance with FASB ASC Section 815 (formerly referenced as Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities). The Company has elected not to prepare and maintain the documentation required to qualify its forward contracts for hedge accounting treatment and, therefore, changes in fair value are recorded in the Consolidated Statements of Operations. For further discussion related to our management of foreign currency risk see NOTE 7 to the Consolidated Financial Statements.

The aggregate notional amount of outstanding forward contracts at August 31, 2011 was $59.2 million. The fair value of these outstanding contracts at August 31, 2011 was a gross $0.2 million asset and a gross $0.1 million liability, and is recorded in other current assets and accrued expenses, respectively on the Consolidated Balance Sheets. The forward contracts generally expire within three months of the period ended August 31, 2011. The forward contracts will settle in Euros, Japanese yen, Swiss francs, Swedish krona, Czech koruna, Canadian dollars, Singapore dollars, Australian dollars, Mexican pesos and Norwegian krona.

The aggregate notional amount of outstanding forward contracts at February 28, 2011 was $64.5 million. The fair value of these outstanding contracts at February 28, 2011 was a gross $0.4 million asset and a gross $0.1 million liability, and is recorded in other current assets and accrued expenses, respectively on the Consolidated Balance Sheets. The forward contracts generally expire within three months of the period ended February 28, 2011. The forward contracts will settle in Australian dollars, British pounds, Canadian dollars, Czech koruna, Hong Kong dollars, Japanese yen, New Zealand dollars, Swiss francs, Swedish krona and Singapore dollars.

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RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011, the FASB issued Accounting Standards Update No. 2011-08,Intangibles—Goodwill and Other (Topic 350)—Testing Goodwill for Impairment (ASU 2011-08), to simplify how entities test goodwill for impairment. ASU 2011-08 allows entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a greater than 50 percent likelihood exists that the fair value is less than the carrying amount then a two-step goodwill impairment test as described in Topic 350 must be performed. ASU 2011-08 is effective for us in our first quarter of fiscal 2013 but is eligible for early adoption. We currently believe there will be no significant impact on our consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05,Comprehensive Income (Topic 220)—Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for us in our first quarter of fiscal 2013 and should be applied retrospectively. We currently believe there will be no significant impact on our consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820)—Fair Value Measurement (ASU 2011-04), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU 2011-04 is effective for us in our fourth quarter of fiscal 2012 and should be applied prospectively. We do not currently have level 3 fair value measurements. We are currently evaluating the impact of adopting ASU 2011-04, but currently believe there will be no significant impact on our consolidated financial statements.

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ITEM 4. CONTROLS AND PROCEDURES

Role of Controls and Procedures

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of the 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 a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

Commencing on or about March 2001, the Company and certain of its officers and directors were named as defendants in a series of purported class action suits arising out of the Company’s initial public offering and secondary offering. Approximately 310 other IPO issuers were named as defendants in similar class action complaints (together, the “IPO Allocation Actions”). On August 8, 2001, Chief Judge Michael Mukasey of the U.S. District Court for the Southern District of New York issued an order that transferred all of the IPO Allocation Actions, including the complaints involving the Company, to one judge for coordinated pre-trial proceedings (Case No. 21 MC 92). The plaintiffs contend that the defendants violated federal securities laws by issuing registration statements and prospectuses that contained materially false and misleading information and failed to disclose material information. Plaintiffs also challenge certain IPO allocation practices by underwriters and the lack of disclosure thereof in initial public offering documents. On April 19, 2002, plaintiffs filed amended complaints in each of the 310 consolidated actions, including the Red Hat action. The relief sought consists of unspecified damages, attorneys’ and expert fees and other unspecified costs. In October of 2002, the individual director and officer defendants of the Company were dismissed from the case without prejudice. In October of 2004, the District Court certified a class in six of the 310 actions (the “focus cases”) and noted that the decision is intended to provide strong guidance to all parties regarding class certification in the remaining cases. The Company’s action is not one of the focus cases. On December 5, 2006, the U.S. Court of Appeals for the Second Circuit vacated the District Court’s class certification with respect to the focus cases and remanded the matter for further consideration. In September 2007, discovery moved forward in the focus cases and plaintiff filed and amended complaints against the focus case issuer and underwriter defendants. Defendants in the focus cases filed motions to dismiss the second amended complaints in November 2007 and filed their oppositions to plaintiffs’ motion for class certification in December 2007. The motions to dismiss in the focus cases were granted in part. On April 2, 2009, the plaintiffs’ executive committee on behalf of the proposed class filed a motion for preliminary approval of a settlement agreement to resolve the lawsuit, to which the Company has consented and for which payments called for by the settlement agreement are to be paid by the defendant insurers. The trial court heard arguments on September 10, 2009 on the fairness of the settlement. In an opinion and order filed October 5, 2009, the trial court approved the class, granted plaintiffs’ motion for approval of the settlement and directed the clerk of the court to close the action. Appeals have been filed and briefed before the Court of Appeals for the Second Circuit. On May 17, 2011, the Second Circuit issued a ruling on the two pending appeals, granting the motion to dismiss one of the appeals, and remanding the other appeal back to the District Court to determine procedural issues relating to the standing of the remaining objector-appellant. On August 25, 2011, the Court rejected the claims of that remaining objector-appellant. A notice of appeal of this decision was filed on September 26, 2011.

In the summer of 2004, 14 class action lawsuits were filed against the Company and several of its former officers on behalf of investors who purchased the Company’s securities during various periods from June 19, 2001 through July 13, 2004. All 14 suits were filed in the U.S. District Court for the Eastern District of North Carolina. In each of the actions, plaintiffs sought to represent a class of purchasers of the Company’s common stock during some or all of the period from June 19, 2001 through July 13, 2004. All of the claims arose in connection with the Company’s announcement on July 13, 2004 that it would restate certain of its financial statements (the “Restatement”). One or more of the plaintiffs asserted that certain former officers (the “Individual Defendants”) and the Company violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and Rule l0b-5 thereunder by issuing the financial statements that the Company subsequently restated. One or more of the plaintiffs sought unspecified damages, interest, costs, attorneys’ and experts’ fees, an accounting of certain profits obtained by the Individual Defendants from trading in the Company’s common stock, disgorgement by the Company’s former chief executive officer and former chief financial officer of certain compensation and profits from trading in the Company’s common stock pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 and other relief. As of September 8, 2004, all of these class action lawsuits were consolidated into a single action referenced as Civil Action No. 5:04-C V-473BR and titled In re Red Hat, Inc. Securities Litigation. On May 6, 2005, the plaintiffs filed an amended consolidated class action complaint. On July 29, 2005, the Company, on behalf of itself and the Individual Defendants, filed a

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motion to dismiss the action for failure to state a claim upon which relief may be granted. Also on that date, PricewaterhouseCoopers LLP (“PwC”), another defendant, filed a separate motion to dismiss. On May 12, 2006, the Court issued an order granting the motion to dismiss the Securities Exchange Act claims against several of the Individual Defendants, but denying the motion to dismiss the Securities Exchange Act claims against the Company, its former chief executive officer and former chief financial officer. The Court dismissed the claims under the Sarbanes-Oxley Act in their entirety, and also granted PwC’s motion to dismiss. On November 6, 2006, the plaintiffs filed a motion for class certification. Subsequent to the filing of that motion, several plaintiffs withdrew as potential class representatives, and the Company opposed the certification of the remaining proposed class representatives. On May 11, 2007, the Court entered an order denying class certification and denying all other pending motions as moot. Thereafter, on July 13, 2007 Charles Gilbert filed a renewed motion for appointment as lead plaintiff and approval of selection of lead counsel. On November 13, 2007, the Court entered an Order allowing Gilbert’s motion, appointing him lead plaintiff, adding him as a party plaintiff and appointing lead counsel. On January 14, 2008, Gilbert’s counsel filed a motion to certify the action as a class action. On August 28, 2009, the Court entered an Order certifying the action as a class action, appointing Gilbert as the class representative, and defining the class as “all purchasers of the common stock of Red Hat, Inc. between December 17, 2002, and July 12, 2004, inclusive and who were damaged thereby,” excluding Company insiders. On December 15, 2009, the Company announced that it had reached an agreement in principle to settle this matter, subject, among other matters, to completion of a final written settlement agreement and court approval. The Company recorded, for its quarter ended November 30, 2009, an estimated liability in the amount of $8.8 million for its portion of the proposed settlement. On March 29, 2010, counsel for the class filed a Motion for Preliminary Approval of the Settlement and, on June 11, 2010, a United States Magistrate Judge issued a Memorandum and Recommendation to the presiding judge that the motion be approved. On July 8, 2010, the presiding judge approved the motion and set the hearing for the final fairness hearing on December 7, 2010. The settlement was approved by the District Court in an order dated December 10, 2010.

The Company also experiences routine litigation in the normal course of its business, including patent litigation. The Company presently believes that the outcome of this routine litigation will not have a material adverse effect on its financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

Set forth below are certain risks and cautionary statements, which supplement other disclosures in this report.

Moreover, certain statements contained in this report and the documents incorporated by reference in this report, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that is not strictly a historical statement (for example, statements regarding current or future financial performance, management’s plans and objectives for future operations, product plans and performance, management’s expectations regarding market risk and market penetration, management’s assessment of market factors or strategies, objectives and plans of Red Hat and its partners). Words such as “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may also identify such forward-looking statements. Investors are cautioned that these forward-looking statements are not guarantees of Red Hat’s future performance and are subject to a number of risks and uncertainties that could cause Red Hat’s actual results to differ materially from those found in the forward-looking statements and from historical trends. These risks and uncertainties include the risks and cautionary statements detailed below and elsewhere in this report as well as in Red Hat’s other filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed through the SEC’s web site at http://www.sec.gov. Readers are urged to carefully review these risks and cautionary statements. The forward-looking statements included in this report represent our views as of the date of this report. We specifically disclaim any obligation to update these forward-looking statements in the future. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this report.

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RISKS RELATED TO BUSINESS UNCERTAINTY

Ongoing uncertainty regarding the duration and extent of the recent economic downturn and in global economic and market conditions generally could adversely affect our business, financial condition and results of operations.

Economic weakness and uncertainty, tightened credit markets and constrained IT spending from time to time contribute to slowdowns in the technology industry, as well as in the specific segments and markets in which we operate, which may result in reduced demand and increased price competition for our products and services. Our operating results in one or more geographic regions may also be affected by uncertain or changing economic conditions within that region, such as the challenges that are currently affecting economic conditions in the United States and elsewhere. Continuing uncertainty about future economic conditions may, among other things, negatively impact our current and prospective customers and result in delays or reductions in technology purchases or lengthen our sales cycle. Adverse economic conditions also may negatively impact our ability to obtain payment for outstanding debts owed to us by our customers or other parties with whom we do business. In addition, these conditions may impact our investment portfolio, and we could determine that some of our investments have experienced an other-than-temporary decline in fair value, requiring an impairment charge that could adversely impact our financial condition and results of operations. Also, these conditions may make it more difficult to forecast operating results. If global economic and market conditions, or economic conditions in the United States or other key markets, remain uncertain or persist, spread or deteriorate further, companies may delay or reduce their IT spending, which could adversely affect our business, financial condition and results of operations.

If we fail to continue to establish and maintain strategic distribution and other collaborative relationships with industry-leading companies, we may not be able to attract and retain a larger customer base.

Our success depends in part on our ability to continue to establish and maintain strategic distribution and other collaborative relationships with industry-leading hardware manufacturers, distributors, software vendors and enterprise solutions providers such as Cisco Systems, Inc. (“Cisco”), Dell Inc. (“Dell”), Fujitsu Limited (“Fujitsu”), Hewlett-Packard Co. (“HP”), International Business Machines Corporation (“IBM”), NEC Corporation (“NEC”), Oracle Corporation (“Oracle”), SAP AG (“SAP”) and others. These relationships allow us to offer our products and services to a much larger customer base than we would otherwise be able through our direct sales and marketing efforts. We may not be able to maintain these relationships or replace them on attractive terms. In addition, our existing strategic relationships do not, and any future strategic relationships may not, afford us any exclusive marketing or distribution rights. Some of our channel partners offer competing products and services. As a result of these factors, many of the companies with which we have strategic alliances may choose to pursue alternative technologies and develop alternative products and services in addition to or in

lieu of our products and services, either on their own or in collaboration with others, including our competitors. Moreover, we cannot guarantee that the companies with which we have strategic relationships will market our products effectively or continue to devote the resources necessary to provide us with effective sales, marketing and technical support.

We rely, to a significant degree, on indirect sales channels for the distribution of our products and services, and disruption within these channels could adversely affect our business and results of operations.

We use a variety of different indirect distribution methods to sell our products and services, including channel partners such as OEMs, distributors and resellers. A number of these partners in turn distribute via their own networks of channel partners with whom we have no direct relationship. We rely, to a significant degree, on each of our channel partners to select, screen and maintain relationships with its distribution network and for the distribution of our products and services in a manner that is consistent with Red Hat’s quality standards. Our channel partners may not distribute and market our products and services effectively.

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Recruiting and retaining qualified channel partners and training them in the use of our enterprise technologies requires significant time and resources. If we fail to devote sufficient resources to support and expand our network of channel partners, our results of operations may be adversely affected. In addition, because we rely on channel partners for the indirect distribution of our enterprise technologies, we may have little or no contact with the ultimate end-users of our products, thereby making it more difficult for us to establish brand awareness, ensure proper delivery and installation of our products, support ongoing customer requirements, estimate end-user demand, respond to evolving customer needs and obtain subscription renewals from end-users.

If our indirect distribution channel is disrupted, we may be required to devote more resources to distribute our products directly and support our customers, which may not be as effective and could lead to higher costs, reduced revenue and growth that is slower than expected.

We have entered into and may continue to enter into or seek to enter into business combinations and acquisitions, which may be difficult to complete and integrate, disrupt our business, divert management’s attention, adversely affect our financial condition or results of operations and dilute stockholder value.

As part of our business strategy, we have in the past entered into business combinations and acquisitions, and we may continue to do so in the future. Acquisitions present significant challenges and risks, including:

· The difficulty of integrating the operations, systems, technology and personnel of the acquired business;

· The difficulty of gathering full information regarding a company or technology prior to an acquisition, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory exposure, unfavorable accounting treatment, unexpected tax implications and other adverse effects on our business;

· The maintenance of acceptable standards, controls, procedures and policies;

· The potential disruption of our ongoing business and distraction of management;

· The impairment of relationships with our employees and customers as a result of any integration of new management and other personnel;

· The inability to maintain relationships with customers of the acquired business;

· Cultural challenges associated with integrating employees from the acquired company into our organization;

· The potential loss of key employees of the acquired business;

· Challenges in maintaining good and effective relations with existing business partners or of those of the acquired business, including as a result of the changes in the competitive landscape effected by the acquisition;

· The difficulty and expense of incorporating and further developing acquired technology and rights into our products and services and of maintaining quality standards consistent with our brand;

· The potential failure to achieve the expected benefits of the combination or acquisition;

· Expenses related to the acquisition;

· Claims and liabilities we may assume from the acquired business or technology, or that are otherwise related to the acquisition;

· Operating expenses related to the acquired business or technology;

· The risk of entering new markets in which we have little or no experience;

· Potential impairment of tangible assets and intangible assets and goodwill acquired in acquisitions;

· For foreign transactions, additional risks related to the integration of operations across different cultures and languages, and the economic, political, and regulatory risks associated with specific countries; and

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· The dilutive impact on our current stockholders’ percentage of ownership as a result of issuing shares of our common stock in connection with an acquisition or business combination.

There can be no assurance that we will manage these challenges and risks successfully. Moreover, if we are not successful in completing acquisitions that we have pursued or may pursue, our business may be adversely affected, and we may incur substantial expenses and divert significant management time and resources. In addition, in pursuing such acquisitions, we could use substantial portions of our available cash as all or a portion of the purchase price. We could also issue additional securities as consideration for these acquisitions, which could cause our stockholders to suffer significant dilution, or we may incur substantial debt. Any acquisition may not generate additional revenue or profit for us, which may adversely affect our operating results.

If we fail to effectively manage our growth, our operations and financial results could be adversely affected.

We have expanded our operations rapidly in recent years. For example, our total revenue increased from $748.2 million for the fiscal year ended February 28, 2010 to $909.3 million for the fiscal year ended February 28, 2011. Moreover, the total number of our employees increased from over 3,200 as of February 28, 2010 to over 3,700 as of February 28, 2011 and is expected to generally increase in the foreseeable future. In addition, we continue to explore ways to extend our product and service offerings and geographic reach. Our growth has placed and will likely continue to place a strain on our management systems, information systems, resources and internal controls. Our ability to successfully offer products and services and implement our business plan requires adequate information systems and resources and oversight from our senior management.

As we expand in international markets, these challenges increase as a result of the need to support a growing business in an environment of multiple languages, cultures, customs, legal systems, dispute resolution systems, regulatory systems and commercial practices. As we grow, we must also continue to hire, train, supervise and manage new employees. We may not be able to adequately screen and hire or adequately train, supervise and manage sufficient personnel or develop management, or effectively manage and develop our controls and oversight functions and information systems to adequately manage our expansion effectively. If we are unable to adequately manage our growth and expansion, our business, operating results and financial condition could be materially adversely affected.

We include software licensed from other parties in our enterprise technology offerings, the loss of which could increase our costs and delay software shipments.

We utilize various types of software licensed from unaffiliated third parties in our enterprise technology offerings. Aspects of our business could be disrupted if any of the software we license from others or functional equivalents of this software were no longer available to us, no longer offered to us on commercially reasonable terms or changed in ways or included defects that made the third-party software unsuitable for our use. In these

cases, we would be required to either redesign our products to function with software available from other parties, develop these components ourselves or eliminate the functionality, which could result in increased costs, the need to mitigate customer issues, delays in our product shipments and the release of new product offerings and limit the features available in our current or future products.

We may not be able to continue to attract and retain capable management.

Our future success depends on the continued services and effectiveness of a number of key management personnel. Our ability to retain key management personnel or hire capable new management personnel as we grow may be challenged to the extent the technology sector performs well and/or if companies with more generous compensation packages or greater perceived growth opportunities compete for the same personnel. In addition, historically we have used share-based compensation as a key component of our compensation packages. Changes in the accounting for share-based compensation could adversely affect our earnings or force us to use more cash compensation to attract and retain capable personnel. If the price of our common stock falls, the value

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of our share-based awards to the recipient is reduced. Such events, or if we are unable to secure shareholder approval for increases in the number of shares eligible for share-based compensation grants, could adversely affect our ability to successfully attract and retain key management personnel. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key management personnel could hinder our strategic planning and execution.

We depend on our key non-management employees, the loss of which could adversely affect our business or stock price and diminish the Red Hat brand.

Competition in our industry for qualified employees, especially technical employees, is intense and from time to time our competitors directly target our employees. The loss of the technical knowledge and industry expertise of any of these individuals could seriously impede our success. Moreover, the loss of these individuals, particularly to a competitor, some of which may be in a position to offer greater compensation, and any resulting loss of customers could reduce our market share and diminish the Red Hat brand and adversely affect our business or stock price. We have from time to time in the past experienced, and we may experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

A number of our key employees have become, or will soon become, vested in a significant amount of their equity compensation awards. Employees may be more likely to leave us after a significant portion of their equity compensation awards fully vest, especially if the shares underlying the equity awards have significantly appreciated in value. If we do not succeed in retaining and motivating our key employees and attracting new key personnel, our business, its financial performance and our stock price may decline.

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.

We believe that a critical contributor to our success has been our corporate culture, which we believe fosters innovation, creativity and teamwork. As our organization grows, and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain beneficial aspects of our corporate culture. If we are unable to maintain our corporate culture, we may find it difficult to attract and retain motivated employees.

Our subscription-based contract model may encounter customer resistance or we may experience a decline in the demand for our products.

We provide Red Hat enterprise technologies under annual or multi-year subscriptions. Through the life of a subscription, a customer is entitled to specified levels of support as well as security updates, bug fixes, functionality enhancements and upgrades to the technology, when and if available, via the Red Hat Customer Portal. While we believe this practice complies with the requirements of the GNU General Public License, and while we have reviewed this practice with the Free Software Foundation, the organization that maintains and provides interpretations of the GNU General Public License, we may still encounter customer resistance to this distribution model or customers may fail to honor the terms of our subscription agreements. To the extent we are unsuccessful in promoting or defending this distribution model, our business and operating results could be materially and adversely affected. In addition, our customers generally undertake a significant evaluation process that may result in a lengthy sales cycle. We spend substantial time, effort, and money on our sales efforts without any assurance that our efforts will produce any sales. As technologies and the markets for our enterprise offerings change, our subscription-based contract model may no longer meet the needs of our customers. If we are unable to adapt our contract model to changes in the marketplace, our business and operating results could be adversely impacted.

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If our current and future customers do not renew their subscription agreements with us, our operating results may be adversely impacted.

Our customers may not renew their subscriptions for our services after the expiration of their subscription agreements and in fact, some customers elect not to do so. In addition, our customers may opt for a lower-priced edition of our offerings or for fewer subscriptions. We have limited historical data with respect to rates of customer subscription renewals, so we cannot accurately predict customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our services and their ability to continue their operations and spending levels. Government contracts could be subject to future funding that may affect the extension or termination of programs and generally are subject to the right of the government to terminate for convenience or non-appropriation. If we experience a decline in the renewal rates for our customers or they opt for lower-priced editions of our offerings or fewer subscriptions, our operating results may be adversely impacted.

If open source software programmers, most of whom we do not employ, do not continue to develop and enhance open source technologies, we may be unable to develop new products, adequately enhance our existing products or meet customer requirements for innovation, quality and price.

We rely to a significant degree on a number of largely informal communities of independent open source software programmers to develop and enhance our products. For example, Linus Torvalds, a prominent open source software developer, and a relatively small group of software engineers, many of whom are not employed by us, are primarily responsible for the development and evolution of the Linux kernel, which is the heart of the Red Hat Enterprise Linux operating system. If these groups of programmers fail to adequately further develop and enhance open source technologies, we would have to rely on other parties to develop and enhance our products or we would need to develop and enhance our products with our own resources. We cannot predict whether further developments and enhancements to these technologies would be available from reliable alternative sources. In either event, our development expenses could be increased and our product release and upgrade schedules could be delayed. Moreover, if third-party software programmers fail to adequately further develop and enhance open source technologies, the development and adoption of these technologies could be stifled and our products could become less competitive. Delays in developing, completing or shipping new or enhanced products could result in delayed or reduced revenue for those products and could also adversely affect customer acceptance of those offerings.

If third-party enterprise hardware and software providers do not continue to make offerings compatible with our offerings, our software may cease to be competitive and our business and financial performance may be adversely affected.

The competitive position of our offerings is dependent on their compatibility with offerings of third-party enterprise hardware and software companies. To the extent that a software or hardware vendor might have or develop products that compete with ours, the vendor may have an incentive to seek to limit the performance, functionality or compatibility of our offerings when used with one or more of the vendor’s offerings. In addition, these vendors may fail to support or issue statements of compatibility or certification of our offerings when used with their offerings. We intend to encourage the development of additional applications that operate on both current and new versions of our offerings by, among other means, attracting third-party developers to Red Hat Enterprise Linux and JBoss Enterprise middleware technologies, providing open source tools to create these applications and maintaining our existing developer relationships through marketing and technical support. We intend to encourage the compatibility of our software with various third-party hardware and software offerings by maintaining and expanding our relationships, both business and technical, with relevant independent hardware and software vendors. If we are not successful in achieving these goals, however, our products may not be competitive and our business and financial performance may be adversely affected.

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We may be unable to predict the future course of open source technology development, which could reduce the market appeal of our products and damage our reputation.

We do not exercise control over many aspects of the development of open source technology. Different groups of open source software programmers compete with one another to develop new technology. Typically, the technology developed by one group will become more widely used than that developed by others. If we acquire or adopt new technology and incorporate it into our products but competing technology becomes more widely used or accepted, the market appeal of our products may be reduced and that could harm our reputation, diminish the Red Hat brand and result in decreased revenue.

Because of the characteristics of open source software, there are few technology barriers to entry in the open source market by new competitors and it may be relatively easy for competitors, some of which may have greater resources than we have, to enter our markets and compete with us.

One of the characteristics of open source software is that anyone can modify and redistribute the existing open source software and use it to compete with us. Such competition can develop without the degree of overhead and lead time required by traditional proprietary software companies. It is possible for new competitors with greater resources than ours to develop their own open source solutions, potentially reducing the demand for, and putting price pressure on, our solutions. For example, Oracle Corporation (“Oracle”) has developed its own version of the Linux operating system and sells support both for its version of the Linux operating system and for Red Hat Enterprise Linux. In addition, some competitors make their open source software available for free download and use on an ad hoc basis or may position their open source software as a loss leader. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure and/or the availability of open source software will not result in price reductions, reduced operating margins and loss of market share, any one of which could seriously harm our business.

Industry consolidation may lead to increased competition and may harm our operating results.

There has been a trend in industry consolidation in our markets for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. For example, in early 2010, Oracle completed its acquisition of Sun Microsystems, Inc. (“Sun”). Oracle’s acquisition of Sun creates a large, integrated supplier of enterprise software that also provides hardware optimized for these software products. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could have a material adverse effect on our business, financial condition and results of operations.

Our continued success depends on our ability to adapt to a rapidly changing industry. Investment in new business strategies and initiatives could disrupt our ongoing business and may present risks not originally contemplated.

We operate in highly competitive markets that are characterized by rapid technological change and frequent new product and service announcements. We must continue to invest significant resources in research and development in order to enhance our existing products and services and introduce new high-quality products and services. If we are unable to ensure that our users and customers have a high-quality experience with our products and services, then they may become dissatisfied and move to competitors’ products and services. In addition, if we are unable to predict user preferences or industry changes, or if we are unable to modify our products and services on a timely basis, we may lose customers. Technological changes, such as the adoption of virtualization and cloud-based technology solutions, may reduce demand for some of our existing product offerings.

Our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services to evolving industry standards and to improve the performance and reliability of our services. Our failure to adapt to such changes could harm our business. In addition, the widespread adoption of other technological changes could require substantial expenditures to modify or adapt our services or infrastructure.

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Delays in developing, completing or shipping new or enhanced offerings and technologies could result in delayed or reduced revenue for those offerings and could also adversely affect customer acceptance of those offerings and technologies. The success of new and enhanced offering introductions depends on several factors, including our ability to develop and complete new products in a timely manner, successfully promote the offerings, manage the risks associated with the offerings, make sufficient resources available to support them and address any quality or other defects in the early stages of introduction.

Moreover, we believe that our continued success depends on our investing in new business strategies or initiatives that complement our strategic direction and product road map. Such endeavors may involve significant risks and uncertainties, including distraction of management’s attention away from other business operations, and insufficient revenue generation to offset liabilities and expenses undertaken with such strategies and initiatives. Because these endeavors may be inherently risky, no assurance can be given that such endeavors will not materially adversely affect our business, operating results or financial condition.

Our continued success depends on our ability to maintain and enhance a strong brand.

We believe that the brand identity that we have developed has contributed significantly to the success of our business. We also believe that maintaining and enhancing the Red Hat brand is important to expanding our customer base and attracting talented employees. In order to maintain and enhance our brand, we may be required to make substantial investments that may not be successful. If we fail to promote and maintain our brand, or if we incur excessive costs in doing so, our business, operating results and financial condition may be materially and adversely affected. Maintaining our brand will depend in part on our ability to remain a leader in open source technology and our ability to continue to provide high-quality products and services.

Our Red Hat Enterprise Virtualization and cloud computing offerings are based on emerging technologies, and the potential market for these offerings remains uncertain.

Our Red Hat Enterprise Virtualization and cloud computing product offerings and related services are based on emerging technologies, the success of which will depend on the perceived technological and operational benefits and cost savings associated with the adoption of these technologies. The market for these products and services remains uncertain. In addition, we may make errors in predicting and reacting to relevant business trends. To the extent that the adoption of virtualization and cloud computing offerings occurs more slowly or less pervasively than we expect, the revenue growth associated with these products and services may be slower than currently expected, which could adversely affect our business, operating results and financial condition.

If our growth rate slows, our stock price could be adversely impacted.

As the markets for our products mature and the scale of our business increases, the rate of growth in our product sales will likely be lower than those we have experienced in earlier periods. In addition, to the extent that the adoption of our products and services occurs more slowly or is less pervasive than we expect, our revenue growth rates may slow materially or our revenue may decline substantially, which could adversely affect our stock price.

Security and privacy breaches may expose us to liability and harm our reputation and business.

Our security and testing measures may not prevent security breaches that could harm our business. Advances in computer capabilities, new discoveries in the field of cryptography, inadequate technology or facility security measures or other factors may result in a compromise or breach of our systems and the data we process. Our security measures may be breached as a result of actions by third parties or employee error or malfeasance. Any compromise of our systems or the data we process could harm our reputation or financial condition and, therefore, our business. In addition, a party who is able to circumvent our security measures or exploit inadequacies in our security measures, could, among other effects, misappropriate proprietary

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information, cause interruptions in our operations or expose customers to computer viruses or other disruptions or vulnerabilities. Actual or perceived vulnerabilities may lead to claims against us by customers, partners or other third parties, which could be material. While our customer agreements typically contain provisions that seek to limit our liability, there is no assurance these provisions will be enforceable and effective under applicable law. In addition, the cost and operational consequences of implementing further data protection measures could be significant.

We are vulnerable to system failures, which could harm our reputation and business.

We rely on our technology infrastructure for many functions, including selling our products and services, supporting our partners, fulfilling orders and billing, collecting and making payments. Our systems are vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist attacks, computer intrusions and viruses, software errors, computer denial-of-service attacks and other events. A significant number of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality. Our systems are also subject to break-ins, sabotage and intentional acts of vandalism by internal employees, contractors and third parties. Despite any precautions we may take, such problems could result in, among other consequences, interruptions in our services, which could harm our reputation, business and financial condition. We do not carry business interruption insurance sufficient to protect us from all losses that may result from interruptions in our services as a result of system failures or to cover all contingencies. Any interruption in the availability of our websites and on-line interactions with customers and partners would create a large volume of user questions and complaints that would need to be addressed by our support personnel. If our support personnel cannot meet this demand, customer and partner satisfaction levels may fall, which in turn could cause additional claims, reduced revenue or loss of customers.

A decline in or reprioritization of funding in the U.S. government budget or delays in the budget process could adversely affect our business and future financial performance.

We derive, and expect to continue to derive, a portion of our revenue from U.S. government agencies. Concerns about increased deficit spending, along with continued economic challenges, continue to place pressure on U.S. government spending. The termination of, or delayed or reduced funding for, programs or contracts from which we derive revenue could adversely affect our business and financial performance.

If we fail to comply with our customer contracts or government contracting regulations, our business could suffer.

Our contracts with our customers may include unique and specialized performance requirements. In particular, our contracts with federal, state, provincial and local governmental customers are subject to various procurements regulations, contract provisions and other requirements relating to their formation, administration and performance. Any failure by us to comply with the specific provisions in our customer contracts or any violation of government contracting regulations could result in the imposition of various civil and criminal penalties, which may include termination of contracts, forfeiture of profits, suspension of payments and, in the case of our government contracts, fines and suspension from future government contracting. In addition, we may be subject toqui tam litigation, the process by which a private individual sues or prosecutes on behalf of the government relating to government contracts and shares in the proceeds of any successful litigation or settlement, which could include claims for up to treble damages. Further, any negative publicity related to our customer contracts or any proceedings surrounding them, regardless of its accuracy, may damage our business and affect our ability to compete for new contracts. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. If our customer contracts are terminated, if we are suspended from government work, or if our ability to compete for new contracts is adversely affected, we could suffer an adverse effect on our business, operating results or financial condition.

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RISKS RELATED TO LEGAL UNCERTAINTY

If our products are found or alleged to infringe third-party intellectual property rights, we could be required to redesign our products, replace components of our products, enter into license agreements with third parties and provide infringement indemnification.

We regularly commit to our subscription customers that if portions of our enterprise products are found to infringe any third-party intellectual property rights we will, at our expense and option: (i) obtain the right for the customer to continue to use the product consistent with their subscription agreement with us; (ii) modify the product so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component, and indemnify them against specified infringement claims. Although we cannot predict whether we will need to satisfy these commitments and often have limitations on these commitments, satisfying the commitments could be costly and time consuming and could materially and adversely affect our operating results and financial condition. In addition, our insurance policies would likely not adequately cover our exposure to this type of claim.

We are vulnerable to claims that our products infringe third-party intellectual property rights because our products are comprised of software components, many of which are developed by numerous independent parties, and an adverse legal decision affecting our intellectual property could materially harm our business.

We are vulnerable to claims that our products infringe third-party intellectual property rights, including patent, copyright and trade secrets because our products are comprised of software components, many of which are developed by numerous independent parties. Moreover, because the scope of software patent protection is often not well defined or readily determinable, patent applications in the United States are not publicly disclosed at the time of filing, and the number of software patents that are issued each year is significant and growing, we may be unable to assess the relevance of patents to our products, or take appropriate responsive action, in a timely or economic manner. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims. In the past, our products have been subject to intellectual property infringement claims. We expect these claims to increase as the size of our business and market share grow, the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. Defending patent infringement, copyright infringement and/or trade secret claims, even claims without significant merit, can be time consuming, expensive and divert the attention of technical and management personnel.

An adverse legal decision regarding the intellectual property in and to our technology and other offerings could harm our business and may do so materially. See “Legal Proceedings”.

Our activities, or the activities of our partners, may violate anticorruption laws and regulations that apply to us.

In many foreign countries, particularly in certain developing economies, it is not uncommon to engage in business practices that are prohibited by regulations that may apply to us, such as the U.S. Foreign Corrupt Practices Act and similar laws. Although we have policies and procedures designed to promote compliance with these laws, our employees, contractors, partners and agents, as well as those companies to which we outsource certain of our business operations, may take actions in violation of our policies and procedures. Any violation of our policies and procedures could result in a violation of applicable law and adversely affect our business and financial performance.

We could be prevented from selling or developing our software if the GNU General Public License and similar licenses under which our products are developed and licensed are not enforceable or are modified so as to become incompatible with other open source licenses.

A number of our offerings, including Red Hat Enterprise Linux, have been developed and licensed under the GNU General Public License and similar open source licenses. These licenses state that any program licensed

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under them may be liberally copied, modified and distributed. It is possible that a court would hold these licenses to be unenforceable or that someone could assert a claim for proprietary rights in a program developed and distributed under them. Any ruling by a court that these licenses are not enforceable, or that open source components of our product offerings may not be liberally copied, modified or distributed, may have the effect of preventing us from distributing or developing all or a portion of our products. In addition, licensors of open source software employed in our offerings may, from time to time, modify the terms of their license agreements in such a manner that those license terms may no longer be compatible with other open source licenses in our offerings or our end user license agreement, and thus could, among other consequences, prevent us from continuing to distribute the software code subject to the modified license.

Our products may contain defects that may be costly to correct, delay market acceptance of our products and expose us to claims and litigation.

Despite our testing procedures, errors have been and will continue to be found in our products after commencement of commercial shipments. This risk is exacerbated by the fact that much of the code in our products is developed by independent parties over whom we exercise no supervision or control. If errors are discovered, we may have to make significant expenditures of capital and devote significant technical resources to analyze, correct, eliminate or work around them and may not be able to successfully do so in a timely manner or at all. Errors and failures in our products could result in a loss of, or delay in, market acceptance of our products, loss of existing or potential customers and delayed or lost revenue and could damage our reputation and our ability to convince commercial users of the benefits of Linux-based operating systems and other open source software products.

In addition, failures in our products could cause system or other failures for our customers who may assert warranty and other claims for substantial damages against us. Although our agreements with our customers often contain provisions which seek to limit our exposure to potential product liability claims, it is possible that these provisions may not be effective or enforceable under the laws of some jurisdictions. In addition, our insurance policies may not adequately limit our exposure to this type of claim. These claims, even if unsuccessful, could be costly and time consuming to defend and could materially harm our business.

Our efforts to protect our trademarks may not be adequate to prevent third parties from misappropriating our intellectual property rights in our trademarks.

Our collection of trademarks is valuable and important to our business. The protective steps we have taken in the past have been, and may in the future continue to be, inadequate to protect and deter misappropriation of our trademark rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our trademark rights in a timely manner. We have registered some of our trademarks in countries in North America, South America, Europe, Asia, Africa and Australia and have other trademark applications pending in various countries around the world. Effective trademark protection may not be available in every country in which we offer or intend to offer our products and services. We may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights. Failure to adequately protect our trademark rights could damage or even destroy the Red Hat brand and impair our ability to compete effectively. Furthermore, defending or enforcing our trademark rights could result in the expenditure of significant financial and managerial resources.

Efforts to assert intellectual property ownership rights in our products could impact our standing in the open source community, which could limit our product innovation capabilities and adversely affect our business.

When we undertake actions to protect and maintain ownership and control over our intellectual property, including patents, copyrights and trademark rights, our standing in the open source community could be

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adversely affected, which in turn could limit our ability to continue to rely on this community, upon which we are dependent, as a resource to help develop and improve our products and further our research and development efforts, and could adversely affect our business.

We are, and may become, involved in disputes and lawsuits that could have a material adverse affect on our performance or stock price.

Lawsuits or legal proceedings may be commenced against us. These disputes and proceedings may involve significant expense and divert the attention of management and other employees. If we do not prevail in these matters, we could be required to pay substantial damages or settlement costs, which could have a material adverse affect on our financial condition or results of operations. See “Legal Proceedings” for additional information on this and other certain matters that may affect our performance or stock price.

Our business is subject to a variety of U.S. and international laws regarding data protection.

Our business is subject to federal, state and international laws regarding privacy and protection of user data. We post, on our website, our privacy policies and practices concerning the use and disclosure of user data. Any failure by us to comply with our posted privacy policies or other federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others which could have a material adverse effect on our business, results of operations and financial condition.

It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, in addition to the possibility of fines and penalties, a governmental order requiring that we change our data practices could result, which in turn could have a material adverse effect on our business. Compliance with these regulations may involve significant costs or require changes in business practices that result in reduced revenue. Noncompliance could result in penalties being imposed on us or orders that we cease conducting the noncompliant activity.

RISKS RELATED TO FINANCIAL UNCERTAINTY

Our quarterly and annual operating results may not be a reliable indicator of our future financial performance.

Due to the unpredictability of the technology spending environment, among other reasons, our revenue and operating results have fluctuated and may continue to fluctuate. We base our current and projected future expense levels, in part, on our estimates of future revenue. Our expenses are, to a large extent, fixed in the short term. Accordingly, we may not be able to adjust our spending quickly enough to protect our projected operating results for a quarter if our revenue in that quarter falls short of our expectations. If, among other considerations, our future financial performance falls below the expectations of securities analysts or investors or we are unable to increase or maintain profitability, the market price of our common stock may decline.

Our stock price has been volatile historically and may continue to be volatile. Further, the sale of our common stock by significant stockholders may cause the price of our common stock to decrease.

The trading price of our common stock has been and may continue to be subject to wide fluctuations. Our stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements of technological innovations or new products by us or our competitors, announcements relating to strategic decisions, announcements related to key personnel, customer purchase delays, service disruptions, changes in financial estimates and recommendations by securities analysts, the operating and stock price performance of other companies that investors may deem comparable to us, news reports relating to trends in our markets, general economic conditions and other risks listed herein.

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In addition, several of our stockholders own significant portions of our common stock. If these stockholders were to sell all or a portion of their holdings of our common stock, then the market price of our common stock could be negatively impacted. The effect of such sales, or of significant portions of our stock being offered or made available for sale, could result in strong downward pressure on our stock price. Investors should be aware that they could experience significant short-term volatility in our stock if such stockholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.

We may lack the financial and operational resources needed to increase our market share and compete effectively.

In the market for operating systems, we face significant competition from larger companies with greater financial, operational and technical resources and name recognition than we have. Competitors, which offer hardware-independent multi-user operating systems for Intel platforms and/or Linux and UNIX-based operating systems, include Microsoft Corporation (“Microsoft”), Oracle, IBM and HP.

In the market for middleware offerings, we face significant competition from larger companies with greater financial, operational and technical resources and name recognition than we have. These competitors include, but are not limited to, IBM, Microsoft and Oracle, all of which offer broad portfolios of enterprise Java and non-Java middleware products. IBM and Oracle bundle hardware and software for their customers, making it more difficult to penetrate these customer bases.

In the market for virtualization and cloud offerings, we face significant competition from larger companies with greater financial, operational and technical resources and name recognition than we have. These competitors include, but are not limited to, VMware, Microsoft, Citrix Systems, Inc. and Oracle.

In the market for services offerings, we face significant competition from larger companies with greater financial, operational and technical resources and name recognition than we have, including those that currently provide service and training related to the Linux operating system as well as other operating systems, particularly UNIX-based operating systems, due to the fact that Linux-and UNIX-based operating systems share many common features. These larger companies, including IBM, Oracle and HP, may be able to leverage their existing service organizations and provide higher levels of consulting and training on a more cost-effective basis than we can.

We may lack the resources needed to compete successfully with our current competitors as well as potential new competitors. Moreover, we compete in certain areas with our strategic partners and potential strategic partners, and this may adversely impact our relationship with an individual partner or a number of partners. Competitive pressures could affect prices or demand for our products and services, resulting in reduced profit margins and loss of market opportunity. We may have to lower the prices of our products and services to stay competitive, which could affect our margins and financial condition. In addition, if our pricing and other factors are not sufficiently competitive, we may lose market share. Industry consolidation may also effect competition by creating larger and potentially stronger competitors in the markets in which we compete, which may have an adverse effect on our business.

We may not be able to meet the financial and operational challenges that we will encounter as our international operations, which represented approximately 43.7% of our total revenue for the fiscal year ended February 28, 2011, continue to expand.

Our international operations accounted for approximately 43.7% of total revenue for the fiscal year ended February 28, 2011. As we expand our international operations, we may have difficulty managing and administering a globally dispersed business and we may need to expend additional funds to, among other activities, reorganize our sales force and technical support services team, outsource or supplement general and administrative functions, staff key management positions, obtain additional information technology infrastructure and successfully localize software products for a significant number of international markets, which may negatively affect our operating results.

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Additional challenges associated with the conduct of our business overseas that may negatively affect our operating results include:

· Fluctuations in exchange rates;

· Different pricing environments;

· Longer payment cycles and less financial stability of customers;

· Compliance with a wide variety of foreign laws;

· Difficulty selecting and monitoring channel partners outside of the United States;

· Lower levels of availability or use of the internet, through which our software is often delivered;

· Difficulty protecting our intellectual property rights overseas due to, among other reasons, the uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property rights;

· Difficulty in staffing, developing and managing foreign operations as a result of distance, language, legal, cultural and other differences;

· Difficulty maintaining quality standards consistent with the Red Hat brand;

· Export control regulations could prevent us from shipping our products into and out of certain markets;

· Public health risks and natural disasters, particularly in areas in which we have significant operations;

· Limitations on the repatriation and investment of funds and foreign currency exchange restrictions;

· Changes in import/export duties, quotas or other trade barriers could affect the competitive pricing of our products and services and reduce our market share in some countries; and

· Economic or political instability or terrorist acts in some international markets could result in the loss or forfeiture of some foreign assets and the loss of sums spent developing and marketing those assets and the revenue associated with them.

Any failure by us to effectively manage the challenges associated with the international expansion of our operations could adversely affect our business, operating results and financial condition.

We may be subject to greater tax liabilities.

We are subject to income and other taxes in the U.S. and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are subject to the allocation of revenue and expenses in different jurisdictions. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly subject to audits by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our financial statements in the period or periods for which that determination is made.

We earn a significant amount of our operating income from outside the U.S., and any repatriation of funds currently held in foreign jurisdictions may result in higher effective tax rates for the company. In addition, there have been proposals to change U.S. tax laws that would significantly impact how U.S. multinational corporations are taxed on foreign earnings. Although we cannot predict whether or in what form this proposed legislation will pass, if enacted it could have a material adverse impact on our tax expense and cash flow.

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Because we recognize revenue from subscriptions for our service over the term of the subscription, downturns or upturns in sales may not be immediately reflected in our operating results.

We generally recognize subscription revenue from customers ratably over the term of their subscription agreements, which are generally 12 to 36 months. As a result, much of the revenue we report in each quarter is deferred revenue from subscription agreements entered into during previous quarters. Consequently, a decline in subscriptions in any one quarter will not necessarily be fully reflected in the revenue in that quarter and will negatively affect our revenue in future quarters. In addition, we may be unable to adjust our cost structure to reflect this reduced revenue. Accordingly, the effect of significant downturns in sales and market acceptance of our service, and potential changes in our rate of renewals, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

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, reduced future cash flow estimates 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 adverse impact on our results of operations.

We may be exposed to potential risks if we do not have an effective system of disclosure controls or internal controls.

We must comply, on an on-going basis, with the requirements of the Sarbanes-Oxley Act of 2002, including those provisions that establish the requirements for both management and auditors of public companies with respect to reporting on internal control over financial reporting. We cannot be certain that measures we have taken, and will take, will be sufficient or timely completed to meet these requirements on an on-going basis, or that we will be able to implement and maintain adequate disclosure controls and controls over our financial processes and reporting in the future, particularly in light of our rapid growth, international expansion and changes in our products and services, which are expected to result in on-going changes to our control systems and areas of potential risk.

If we fail to maintain an effective system of disclosure controls or internal control over financial reporting, including satisfaction of the requirements of the Sarbanes-Oxley Act, we may not be able to accurately or timely report on our financial results or adequately identify and reduce fraud. As a result, the financial position of our business could be harmed; current and potential future shareholders could lose confidence in us and/or our reported financial results, which may cause a negative effect on our trading price; and we could be exposed to litigation or regulatory proceedings, which may be costly or divert management attention.

Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to previously filed financial statements, which could cause our stock to decline.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and may retroactively affect previously reported results.

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Our investment portfolio is subject to credit and illiquidity risks and fluctuations in the market value of our investments and interest rates. These risks may result in an impairment in or the loss of all or a portion of the value of our investments, an inability to sell our investments or a decline in interest income.

We maintain an investment portfolio of various holdings, types and maturities. Our portfolio as of February 28, 2011 consisted primarily of money market funds, U.S. government securities, certificates of deposit, agency securities, corporate securities and equity securities. Although we follow an established investment policy and seek to minimize the risks associated with our investments by investing primarily in investment grade, highly liquid securities and by limiting the amounts invested with any one institution, type of security or issuer, we cannot give assurances that the assets in our investment portfolio will not lose value or become impaired, or that our interest income will not decline.

We may be required to record impairment charges for other-than-temporary declines in fair market value in our investments. Future fluctuations in economic and market conditions could adversely affect the market value of our investments, and we could record additional impairment charges and lose some or all of the principal value of investments in our portfolio. A total loss of an investment or a significant decline in the value of our investment portfolio could adversely affect our operating results and financial condition. For information regarding the sensitivity of and risks associated with the market value of portfolio investments and interest rates, see “Quantitative and Qualitative Disclosures About Market Risk”.

Our investments in private companies are subject to risk of loss of investment capital. Some of these investments may have been made to further our strategic objectives and support our key business initiatives. Our investments in private companies are inherently risky because the markets for the technologies they have under development are typically in the early stages and may never materialize. We could lose the value of our entire investment in these companies.

We are subject to risks of currency fluctuations and related hedging operations.

A portion of our business is conducted in currencies other than the U.S. dollar. Changes in exchange rates among other currencies and the U.S. dollar will affect our net revenue, operating expenses and operating margins. We cannot predict the impact of future exchange rate fluctuations. As we expand international operations, our exposure to exchange rate fluctuations increases. We use financial instruments, primarily forward purchase contracts, to economically hedge U.S. dollar and other currency commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations. If these hedging activities are not successful or we change or reduce these hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange rates. For information regarding our hedging activity, see “Quantitative and Qualitative Disclosures About Market Risk”.

Natural disasters and geo-political events could adversely affect our financial performance.

The occurrence of one or more epidemics or natural disasters, such as the recent earthquakes in Japan and related events, or geo-political events, such as civil unrest or terrorist attacks in a country in which we operate or in which our suppliers or our customers are located, could disrupt and adversely affect our operations and financial performance. Such events could result in physical damage to, or the complete loss of, one or more of our facilities, the lack of an adequate work force in a market, the inability of our associates to reach or have transportation to our facilities directly affected by such events, the evacuation of the populace from areas in which our facilities are located, changes in the purchasing patterns of our customers, the temporary or long-term disruption in the supply of computer hardware and related components, the disruption or delay in the manufacture and transport of goods overseas, the disruption of utility services to our facilities or to suppliers, partners or customers, and disruption in our communications with our customers.

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

Issuer Purchases of Equity Securities

The table below sets forth information regarding the Company’s purchases of its common stock during its second fiscal quarter ended August 31, 2011:

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased (1)		Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced  Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that May  Yet Be Purchased Under the Plans or Programs (2)
June 1, 2011—June 30, 2011		348,668	$	43.10		348,247	$	185.8 million
July 1, 2011—July 31, 2011		209,739	$	42.86		140,332	$	179.8 million
August 1, 2011—August 31, 2011		402,922	$	42.32		401,600	$	162.8 million
Total		961,329	$	42.72		890,179	$	162.8 million

(1) During the three months ended August 31, 2011, the Company withheld an aggregate of 71,150 shares of common stock from employees to satisfy minimum tax withholding obligations relating to the vesting of restricted share awards. These shares were not withheld pursuant to the program described in Note 2 below.

(2) On March 24, 2010, the Company announced that its Board of Directors had authorized the repurchase of up to an aggregate of $300.0 million of the Company’s common stock from time to time in open market or privately negotiated transactions, as applicable. The program will expire on the earlier of (i) March 31, 2012 or (ii) a determination by the Board of Directors, Chief Executive Officer or Chief Financial Officer to discontinue the program. See NOTE 10 to the Consolidated Financial Statements for information regarding the Company’s $300.0 million stock repurchase program announced on March 24, 2010.

ITEM 6. EXHIBITS

(a) List of Exhibits

Exhibit No.	Exhibit
10.1*+	Red Hat, Inc. Performance Compensation Plan (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 16, 2011 (File No. 001-33162))
31.1	Certification of the registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15(d)-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15(d)-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the registrant’s principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase

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Exhibit No.	Exhibit
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

* Indicates a management contract or compensatory plan, contract or arrangement.

+ Previously filed.

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SIGNATURES

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

	RED HAT, INC.
Date: October 6, 2011	By:	/S/    JAMES M. WHITEHURST
		James M. Whitehurst President and Chief Executive Officer (Duly Authorized Officer on Behalf of the Registrant)
	RED HAT, INC.
Date: October 6, 2011	By:	/S/    CHARLES E. PETERS, JR.
		Charles E. Peters, Jr. Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	RED HAT, INC.
Date: October 6, 2011	By:	/S/    MARK E. COOK
		Mark E. Cook Vice President and Controller (Principal Accounting Officer)

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