1139650--3/16/2007--ALTIRIS

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{customer, product, revenue}

{regulation, change, law}

{property, intellectual, protect}

{operation, international, foreign}

{personnel, key, retain}

{acquisition, growth, future}

{product, candidate, development}

{product, liability, claim}

{stock, price, operating}

{control, financial, internal}

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{stock, price, share}

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Restrictions on the conduct of our business prior to the completion of the pending merger with Symantec may have a negative impact on our operating results. Our quarterly operating results are difficult to predict, and if we do not meet quarterly financial expectations of securities analysts or investors, our stock price would likely decline. If Microsoft significantly increases its market share in the systems management software market, the demand for our products and our ability to increase our market penetration would likely be adversely affected. If the Microsoft technologies upon which our products are dependent become incompatible with our products or lose market share, the demand for our Microsoft-based products would suffer. If we do not execute on our relationship with Dell or if Dell increases its marketing of our competitors systems management software products, our ability to market and sell our products through Dell will be limited and a substantial revenue source will be impaired or eliminated. Any deterioration of our relationships with HP could adversely affect our ability to market and sell our products and impair or eliminate a substantial revenue source. We face strong competitors that have greater market share than we do and pre-existing relationships with our potential customers, and if we are unable to compete effectively, we might not be able to achieve sufficient market penetration to sustain profitability. We have made and expect to continue to make acquisitions that could disrupt our operations and harm our operating results. If we do not expand our indirect distribution channels, we will have to rely more heavily on our direct sales force to develop our business, which could limit our ability to increase revenue and grow our business. If we fail to enhance our ability to manage effectively the significant growth in our business, then our infrastructure, management and resources will continue to be strained such that we may not be able to develop and manage our business and operations effectively. If our existing customers do not purchase additional licenses or renew annual upgrade protection, our sources of revenue would be limited to new customers and our ability to grow our business would likely be impaired. If we experience delays in developing our products, our ability to deliver product releases in a timely manner and meet customer expectations will be impaired. If the market for service-oriented management software does not continue to develop as we anticipate, the demand for our products might be adversely affected. Our business and operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment. Our product sales cycles for large enterprise-wide sales often last in excess of three months and are unpredictable and our product sales cycles for sales to large businesses are typically longer than the sales cycles to small businesses, both of which make it difficult to forecast our revenues and results of operations for any given period. Our industry changes rapidly due to evolving technological standards and IT management models, and our future success will depend on our ability to continue to meet the sophisticated and changing needs of our customers. Errors in our products and product liability claims asserted against us could adversely affect our reputation and business and result in unexpected expenses and loss of market share. We rely on our intellectual property rights, and our inability to protect these rights could impair our competitive advantage, divert management attention, require additional development time and resources or cause us to incur substantial expense to enforce our rights, which could harm our ability to compete and generate revenue. If third parties assert that our products or technologies infringe their intellectual property rights, our reputation and ability to license or sell our products could be harmed. In addition, these types of claims could be costly to defend or settle and may result in our loss of significant intellectual property rights. If we are unable to retain key personnel, our ability to manage our business effectively and continue our growth could be negatively impacted. If we cannot continually attract and retain sufficient and qualified management, technical and other personnel, our ability to manage our business successfully and commercially introduce products could be negatively affected. We are subject to risks inherent in doing business internationally that could impair our ability to expand into foreign markets. Fluctuations in the value of foreign currencies could result in currency transaction losses. Future changes in accounting standards, particularly changes affecting revenue recognition and accounting for share-based compensation, and other new regulations could cause unexpected revenue or earnings fluctuations. Compliance with new rules and regulations concerning corporate governance may be costly, which could harm our business. If we fail to implement and maintain adequate internal systems and effective internal control over financial reporting, our ability to manage our business and provide reliable financial reporting could be impaired and our management and auditors may be precluded from certifying effective internal control over financial reporting, which could harm our business reputation and cause our stock price to decline. The market price for our common stock may be particularly volatile, and our stockholders may be unable to resell their shares at a profit. We have implemented anti-takeover provisions that could make it more difficult to acquire us.

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1139650--3/16/2007--ALTIRIS_INC