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FINANCIAL RESULTS FOR FISCAL YEAR 2006 • $278.3 million in total revenue, an increase of 42% over fiscal 2005. • $230.4 million in subscription revenue, up 53% from fiscal 2005. • $186.5 million in cash flow from operations, up 53% from fiscal 2005. • $79.7 million in net income, an increase of 75% over fiscal 2005. ANNUAL REPORT • $223.5 million in deferred revenue balance at fiscal year-end, an 06020066 increase of 63% year-over-year. Dear Red Hat Shareholder: Red Hat is scaling for growth. We have experienced broad growth in total revenue, subscription revenue, deferred revenue, cash flow from operations and net income. In June 2006, Red Hat was ranked the fastest- growing software company, second among all public technology companies, by Business 2.0 magazine. We’ve continued to expand globally to meet the demand for Red Hat solutions. We have added regional operations in Latin America, and expanded business in India, China and the Czech Republic. Even as we helped build our infrastructure through investments in people and systems, margins and cash flow from operations improved significantly. On June 2, 2006, we completed the acquisition of open source middleware provider JBoss, Inc. We believe the combination of Red Hat and JBoss can deliver considerable value for customers as open source continues to change the economics of our industry. Our success would not be possible without exceptional people. This year we created the Red Hat Chairman’s Award to honor our company’s role models. These individuals are leaders who deliver outstanding service to our customers and define what it means to be Red Hat: Deborah Curtis – Manager, Customer Service; Emily Del Toro – Legal Affairs Manager; Johnray Fuller – Technical Account Manager; Niels Happel – Senior Consultant; Malcolm Herbert – Senior Manager, Consulting Practice; Jeremy Katz – Senior Software Engineer; Joan Lapid – Partner Account Manager; Steve Parkinson – Principal Software Engineer; Joseph Sclafani – Manager, Inside Sales; Larry Woodman – Consulting Software Engineer. Open source is creating opportunities on a global scale. It is fostering an environment for unrestricted collaboration, whether for the world’s largest businesses or society’s poorest. This is why we have invested significant resources in the One Laptop Per Child initiative. The goals are unprecedented: putting laptop computers directly into the hands of millions of young people. The reward, incalculable. Initiatives like these are a key part of our mission to strengthen the social fabric of the societies in which we live through the democratization of content—where individuals can access sources of information, learn from them and build upon them. We believe this is an investment not only in the future of Red Hat, but in the future of our global society. Thank you for your continued support of Red Hat. Matthew Szulik Chairman, Chief Executive Officer and President Red Hat UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) È Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended February 28, 2006 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: 0-26281 RED HAT, INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 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) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È 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 È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È The aggregate market value of the common equity held by non-affiliates of the registrant as of August 31, 2005 was approximately $2.4 billion based on the closing price of $14.21 of our common stock as reported by the NASDAQ National Market on August 31, 2005. There were 183,896,682 shares of common stock outstanding as of April 28, 2006. DOCUMENTS INCORPORATED BY REFERENCE Portions of Red Hat, Inc.’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with its annual meeting of stockholders to be held on August 17, 2006 are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS Page No. PART I Item 1. Business .................................................................. 3 Item 1A. Risk Factors ............................................................... 14 Item 1B. Unresolved Staff Comments ................................................... 25 Item 2. Properties ................................................................. 25 Item 3. Legal Proceedings ........................................................... 25 Item 4. Submission of Matters to a Vote of Security Holders ............................... 27 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ........................................................ 28 Item 6. Selected Financial Data ....................................................... 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................................... 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ......................... 45 Item 8. Financial Statements and Supplementary Data .................................... 47 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ............................................................... 81 Item 9A. Controls and Procedures ...................................................... 81 Item 9B. Other Information ........................................................... 81 PART III Item 10. Directors and Executive Officers of Registrant .................................... 82 Item 11. Executive Compensation ..................................................... 82 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ....................................................... 82 Item 13. Certain Relationships and Related Transactions ................................... 82 Item 14. Principal Accountant Fees and Services .......................................... 82 PART IV Item 15. Exhibits and Financial Statement Schedules ...................................... 82 2 PART I ITEM 1. BUSINESS 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 (“Enterprise Linux”), as well as other Red Hat enterprise technologies. We employ an open source software development and licensing model that uses the collaborative input of an international community of contributors to develop and enhance software. We actively participate in this community-oriented development process, often in a leadership role, and leverage it to create our Red Hat-branded enterprise technologies. We believe the open source development and licensing model offers significant advantages over the proprietary software development model both for Red Hat and our customers. Specifically, through this model, we leverage this community of developers and users, whose collective resources and knowledge supplement those developers we employ. As a result, we believe we are able to offer functionality enhancements and upgrades more quickly and with less development cost than is typical of proprietary software vendors. In turn, our customers are able to take advantage of the quality and value of open source software, which we aggregate, integrate, test, certify, deliver, maintain and support for their enterprise use. In addition, under this model the collectively developed software is distributed under licenses, such as