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FINANCIAL RESULTS FOR FISCAL YEAR 2010 = P • $748 million in total revenue, an increase of 15% over fiscal 2009 • $87 million in net income, or $0.45 per diluted share • $646 million in deferred revenue at fiscal year-end, an increase of 19% ANNUAL REPORT over fiscal 2009 2010 • $255 million in operating cash flow, an increase of 8% over fiscal 2009 • $970 million in cash and investments at the end of fiscal 2010 • Repurchased $236 million, or 10 million shares, of common stock Dear Red Hat Stockholder: Red Hat’s fiscal year 2010 results once again demonstrated the strength of our subscription-based business model, our ability to execute in a challenging global economic environment and increased customer demand for our open source solutions. Our high-value enterprise solutions continued to attract customers seeking flexibility, innovation and reduced costs in their data center infrastructure. Our customers continue to view Red Hat’s industry-leading open source solutions to be an appealing alternative to proprietary products. We are pleased with our consistent execution, strong financial results and solid progress on our growth initiatives. Additionally, in fiscal 2010: • We remained focused on providing superior customer satisfaction, obtaining the top spot among software vendors in the independent, Ziff Davis CIO Insight 2009 Vendor Value Study — making us one of the top vendors in the survey for six consecutive years and positioned well ahead of our competitors. • We became the first pure-play, open source company included in the S&P 500. This recognition further validates the commercial viability of open source development, our brand and the power of our subscription model. • We continued to invest in areas such as engineering and sales while prudently managing costs in an effort to position Red Hat as an innovator and market leader in emerging industry technologies such as cloud computing and virtualization. We have more than 3,200 Red Hat associates worldwide, and I want to thank them for their contributions to this year’s great results. I am confident the Red Hat team will remain focused on providing value to our customers, which is key to our success and our ability to deliver long-term value to our stockholders in the years ahead. Thank you for your continued support of Red Hat. JAMES M. WHITEHURST President and Chief Executive Officer Red Hat, Inc. AnnualReport_cover_10final.indd 1 6/18/10 1:33:23 PM 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, 2010 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 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: Title of each class Name of each exchange on which registered Common Stock, $0.0001 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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 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 ‘ 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. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ (Do not check if a 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 È The aggregate market value of the common equity held by non-affiliates of the registrant as of August 31, 2009 was approximately $3.2 billion based on the closing price of $22.96 of our common stock as reported by the New York Stock Exchange on August 31, 2009. For purposes of the immediately preceding sentence, the term “affiliate” consists of each director, executive officer and greater than 10% stockholder of the registrant. There were 188,643,958 shares of common stock outstanding as of April 23, 2010. 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 12, 2010 are incorporated by reference into Part III of this Form 10-K. With the exception of the portions of the Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such documents shall not be deemed filed as part of this Annual Report on Form 10-K. TABLE OF CONTENTS Page No. PART I Item 1. Business ................................................................... 3 Item 1A. Risk Factors ................................................................ 19 Item 1B. Unresolved Staff Comments .................................................... 34 Item 2. Properties .................................................................. 34 Item 3. Legal Proceedings ........................................................... 34 Item 4. [Removed and Reserved] ...................................................... 36 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ........................................................ 37 Item 6. Selected Financial Data ....................................................... 40 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 42 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .......................... 60 Item 8. Financial Statements and Supplementary Data ..................................... 62 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ................................................................ 103 Item 9A. Controls and Procedures ....................................................... 103 Item 9B. Other Information ............................................................ 103 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................. 104 Item 11. Executive Compensation ...................................................... 104 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .................................................................. 104 Item 13. Certain Relationships and Related Transactions, and Director Independence .............. 104 Item 14. Principal Accountant Fees and Services ........................................... 104 PART IV Item 15. Exhibits and Financial Statement Schedules ....................................... 105 2 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, our enterprise middleware platform, JBoss Enterprise Middleware, our virtualization solutions and 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- and JBoss-branded enterprise technologies. We believe the open source development and licensing models offer advantages over the proprietary software development and licensing models both for Red Hat and our customers. Through the open source development model, we leverage the community of developers and users, whose collective