PALO ALTO, Calif., July 22, 2014 /PRNewswire/ -- VMware, Inc. (NYSE: VMW), the global leader in virtualization and cloud infrastructure, today announced financial results for the second quarter of 2014:




    --  Revenues for the second quarter were $1.46 billion, an increase of 17%
        from the second quarter of 2013.  Excluding revenues attributable to
        Pivotal and all divestitures that occurred in 2013, revenues for the
        second quarter increased 18% from the second quarter of 2013.(1)


    --  Operating income for the second quarter was $200 million, a decrease of
        26% from the second quarter of 2013, reflecting the impact of the
        AirWatch acquisition. Non-GAAP operating income for the second quarter
        was $428 million, an increase of 3% from the second quarter of 2013,
        also reflecting the impact of the AirWatch acquisition.


    --  Net income for the second quarter was $167 million, or $0.38 per diluted
        share, down 32% per diluted share compared to $245 million, or $0.57 per
        diluted share, for the second quarter of 2013. Non-GAAP net income for
        the quarter was $351 million, or $0.81 per diluted share, up 2% per
        diluted share compared to $343 million, or $0.79 per diluted share, for
        the second quarter of 2013.  Both GAAP and Non-GAAP results on a
        year-over-year basis primarily reflect the acquisition of AirWatch,
        completed in the first quarter of 2014.
    --  Cash, cash equivalents and short-term investments were $6.64 billion,
        and unearned revenues were $4.39 billion as of June 30, 2014.

"We continue to see strong performance across our business, further evidence that VMware is uniquely positioned as IT transitions from client server computing to the mobile cloud era," said Pat Gelsinger, chief executive officer, VMware. "Across the board, customers are turning to VMware solutions to help chart an efficient path to the future without sacrificing the vital needs for security, availability and compliance required by all businesses."

"Our comparable second-quarter revenue grew 18%, reflecting strong customer adoption of our products and services," said Jonathan Chadwick, chief financial officer, VMware. "We are extremely pleased by the performance of our growth businesses, which made significant progress in accelerating our growth and delivering against our long-term strategy."

Recent Highlights & Strategic Announcements


    --  Last week, VMware announced the expansion of its hybrid cloud service
        into Asia-Pacific with two new partnerships in Japan and China. In
        Japan, VMware announced a joint venture with SoftBank which launches our
        first vCloud Hybrid Service in Asia. This service is available now as a
        private beta and will become generally available in Q4 of this year. In
        China, the company announced plans with China Telecom for China Telecom
        to build a world-class hybrid cloud service in Beijing leveraging
        VMware's technology. By the end of the year, VMware operated clouds are
        expected to be available in over 75% of the world's cloud market. With
        approximately 4000 service provider partners, a VMware solution will be
        available in essentially every market on the planet.
    --  In April, VMware announced VMware vCloud® Hybrid Service(TM) - Disaster
        Recovery, a new cloud-based disaster recovery (DR) service that provides
        a continuously available recovery site for VMware virtualized data
        centers. This service is simple to set up, can be self-managed and is a
        fraction of the cost and complexity of traditional DR solutions.
    --  VMware and SAP AG announced availability of the SAP HANA® platform on
        VMware vSphere® 5.5. By combining the power of SAP HANA with VMware
        vSphere 5.5, a foundational component of VMware vCloud® Suite,
        customers can innovate and simplify their data centers by achieving
        faster time-to-value, higher service levels and lower total cost of
        ownership (TCO). SAP HANA support of VMware vSphere 5.5's virtualized
        environment will help further simplify and streamline data center
        operation for customers implementing a data center virtualization
        strategy.
    --  VMware announced VMware Horizon(TM) 6, an integrated solution that
        delivers published applications and desktops on a single platform.
        Horizon 6 is the industry's most comprehensive desktop solution, with
        centralized management of any type of enterprise application and
        desktop, including physical desktops and laptops, virtual desktops and
        applications and employee-owned PCs.
    --  In the second quarter, VMware received further industry recognition from
        Gartner, Inc.
        --  For the fifth consecutive year Gartner named VMware a leader in the
            2014 x86 Server Virtualization Infrastructure Magic Quadrant
            (MQ).(2)
        --  In June, AirWatch by VMware was positioned as a leader in the
            Enterprise Mobility Management MQ, and for the second year in a row
            has been placed highest on the ability to execute axis.( 3 )
        --  In April, VMware appeared in their Data Center Networking MQ for the
            first time as a Visionary, with Gartner positioning us furthest on
            the completeness of vision axis in this space.(4)

The company will host a conference call today at 2:00 p.m. PT/ 5:00 p.m. ET to review financial results and business outlook. A live web broadcast of the event will be available on the VMware investor relations website at http://ir.vmware.com. Slides will accompany the web broadcast. The replay of the webcast and slides will be available on the website for two months. In addition, six quarters of historical data for revenues and unearned revenues, excluding revenues generated each period by the products and services contributed to Pivotal on April 1, 2013 and the products and services associated with the divestitures that occurred in 2013 will also be made available at http://ir.vmware.com in conjunction with the conference call.

(1 )Comparative growth percentages exclude revenues in each period attributable to the products and services contributed to Pivotal Software, Inc. and the products and services associated with divestitures consummated by VMware in 2013.
(2 )Gartner, Thomas J. Bittman, Mark A. Margevicius, Philip Dawson, Magic Quadrant for x86 Server Virtualization Infrastructure, July 2, 2014
(3 )Gartner, Terrence Cosgrove, et. al., Magic Quadrant for Enterprise Mobility Management Suites, June 3, 2014
(4 )Gartner, Mark Fabbi, Tim Zimmerman, Andrew Lerner, Magic Quadrant for Data Center Networking, April 24, 2014

About VMware

VMware is the leader in virtualization and cloud infrastructure solutions that enable businesses to thrive in the Cloud Era. Customers rely on VMware to help them transform the way they build, deliver and consume Information Technology resources in a manner that is evolutionary and based on their specific needs. With 2013 revenues of $5.21 billion, VMware has more than 500,000 customers and 75,000 partners. The company is headquartered in Silicon Valley with offices throughout the world and can be found online at www.vmware.com.

Additional Information

VMware's website is located at www.vmware.com, and its investor relations website is located at http://ir.vmware.com. VMware's goal is to maintain the investor relations website as a portal through which investors can easily find or navigate to pertinent information about VMware, all of which is made available free of charge. The additional information includes materials that VMware files with the SEC; announcements of investor conferences and events at which its executives talk about its products, services and competitive strategies; webcasts of its quarterly earnings calls, investor conferences and events (archives of which are also available for a limited time); additional information on its financial metrics, including reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures; press releases on quarterly earnings, product and service announcements, legal developments and international news; corporate governance information; and other news, blogs and announcements that VMware may post from time to time that investors may find useful or interesting.

VMware, AirWatch, Horizon, VMware Virtual SAN, vCloud, vCloud Hybrid Service and vSphere are registered trademarks or trademarks of VMware in the United States and other jurisdictions. All other marks and names mentioned herein may be trademarks of their respective organizations.

Use of Non-GAAP Financial Measures

Reconciliations of non-GAAP financial measures to VMware's financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled "About Non-GAAP Financial Measures."

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding future business performance, continued customer adoption, general availability of VMware's vCloud Hybrid Service in Japan and the China Telecom service, and the expected benefits to customers of newly available VMware products and services, such as Horizon 6, vCloud Hybrid Service - Disaster Recovery and SAP HANA on VMware vSphere. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) adverse changes in general economic or market conditions; (ii) delays or reductions in consumer, government and information technology spending; (iii) competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into the virtualization software and cloud, end user and mobile computing industries, and new product and marketing initiatives by VMware's competitors; (iv) factors that affect timing of license revenue recognition such as product announcements and promotions and beta programs; (v) VMware's customers' ability to transition to, new products and computing strategies such as cloud computing, desktop virtualization and the software defined data center; (vi) the uncertainty of customer acceptance of emerging technology; (vii) changes in the willingness of customers to enter into longer term licensing and support arrangements; (viii) rapid technological changes in the virtualization software and cloud, end user and mobile computing industries; (ix) changes to product and service development timelines; (x) VMware's relationship with EMC Corporation and EMC's ability to control matters requiring stockholder approval, including the election of VMware's board members; (xi) VMware's ability to protect its proprietary technology; (xii) VMware's ability to attract and retain highly qualified employees; (xiii) the successful integration of acquired companies and assets into VMware; and (xiv) fluctuating currency exchange rates. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including VMware's most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K that we may file from time to time, which could cause actual results to vary from expectations. VMware assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.

Gartner Statement

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

Contacts:

Paul Ziots
VMware Investor Relations
pziots@vmware.com
650-427-3267

Joan Stone
VMware Global Communications
joanstone@vmware.com
650-427-4436


                                                                                                         VMware, Inc.


                                                                                               CONSOLIDATED STATEMENTS OF INCOME

                                                                           (amounts in millions, except per share amounts, and shares in thousands)

                                                                                                          (unaudited)



                                                                                                            For the Three Months Ended              For the Six Months Ended

                                                                                                                     June 30,                               June 30,
                                                                                                                     --------                               --------

                                                                                                                                       2014                                     2013    2014    2013
                                                                                                                                       ----                                     ----    ----    ----


    Revenues:

    License                                                                                                                            $614                                     $531  $1,175  $1,019

    Services                                                                                                                            843                                      712   1,642   1,416

    Total revenues                                                                                                                    1,457                                    1,243   2,817   2,435

    Operating expenses (1):

    Cost of license revenues                                                                                                             46                                       55      96     112

    Cost of services revenues                                                                                                           172                                      118     323     243

    Research and development                                                                                                            317                                      261     610     532

    Sales and marketing                                                                                                                 544                                      442   1,018     859

    General and administrative                                                                                                          179                                       96     330     194

    Realignment charges                                                                                                                 (1)                                       1     (1)     63

    Operating income                                                                                                                    200                                      270     441     432

    Investment income                                                                                                                     9                                        7      18      15

    Interest expense with EMC                                                                                                           (7)                                     (1)   (12)    (2)

    Other income                                                                                                                          ?                                      18       ?     13
                                                                                                                                        ---                                     ---     ---    ---

    Income before income taxes                                                                                                          202                                      294     447     458

    Income tax provision                                                                                                                 35                                       49      81      40

    Net income                                                                                                                         $167                                     $245    $366    $418
                                                                                                                                       ====                                     ====    ====    ====


    Net income per weighted-average share, basic for Class A and Class B                                                              $0.39                                    $0.57   $0.85   $0.98


    Net income per weighted-average share, diluted for Class A and Class B                                                            $0.38                                    $0.57   $0.84   $0.97


    Weighted-average shares, basic for Class A and Class B                                                                          430,216                                  428,336 430,050 428,172

    Weighted-average shares, diluted for Class A and Class B                                                                        434,199                                  431,987 434,218 432,406

    ______

    (1)  Includes stock-based compensation as follows:

    Cost of license revenues                                                                                                             $1                      $                 ?     $2      $1

    Cost of services revenues                                                                                                            11                                        7      20      14

    Research and development                                                                                                             66                                       51     126     113

    Sales and marketing                                                                                                                  43                                       33      84      69

    General and administrative                                                                                                           18                                       12      35      26

    Realignment charges                                                                                                                   ?                                       ?      ?      6



                                                                                                                                   VMware, Inc.


                                                                                                                            CONSOLIDATED BALANCE SHEETS

                                                                                                     (amounts in millions, except per share amounts, and shares in thousands)

                                                                                                                                    (unaudited)



                                                                                                                                                                              June 30,         December 31,

                                                                                                                                                                                          2014                 2013
                                                                                                                                                                                          ----                 ----


                                                                                          ASSETS

    Current assets:

    Cash and cash equivalents                                                                                                                                                           $2,054               $2,305

    Short-term investments                                                                                                                                                               4,583                3,870

    Accounts receivable, net of allowance for doubtful accounts of $2                                                                                                                    1,119                1,220

    Due from related parties, net                                                                                                                                                           40                    ?

    Deferred tax asset                                                                                                                                                                     215                  190

    Other current assets                                                                                                                                                                   150                   96

    Total current assets                                                                                                                                                                 8,161                7,681

    Property and equipment, net                                                                                                                                                            936                  845

    Other assets, net                                                                                                                                                                      230                  107

    Deferred tax asset                                                                                                                                                                     135                   60

    Intangible assets, net                                                                                                                                                                 799                  607

    Goodwill                                                                                                                                                                             3,898                3,027

    Total assets                                                                                                                                                                       $14,159              $12,327
                                                                                                                                                                                       =======              =======


                                                                           LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable                                                                                                                                                                      $102                 $109

    Accrued expenses and other                                                                                                                                                             826                  608

    Due to related parties, net                                                                                                                                                              ?                  18

    Unearned revenues                                                                                                                                                                    2,713                2,558

    Total current liabilities                                                                                                                                                            3,641                3,293

    Note payable to EMC                                                                                                                                                                  1,500                  450

    Unearned revenues                                                                                                                                                                    1,676                1,534

    Other liabilities                                                                                                                                                                      253                  234

    Total liabilities                                                                                                                                                                    7,070                5,511

    Commitments and contingencies

    Stockholders' equity:

    Class A common stock, par value $.01; authorized 2,500,000 shares; issued and                                                                                                            1                    1
       outstanding 129,983 and 130,349 shares

    Class B convertible common stock, par value $.01; authorized 1,000,000 shares;                                                                                                           3                    3
       issued and outstanding 300,000 shares

    Additional paid-in capital                                                                                                                                                           3,399                3,496

    Accumulated other comprehensive income                                                                                                                                                   8                    4

    Retained earnings                                                                                                                                                                    3,678                3,312

    Total stockholders' equity                                                                                                                                                           7,089                6,816

    Total liabilities and stockholders' equity                                                                                                                                         $14,159              $12,327
                                                                                                                                                                                       =======              =======



                                                                                        VMware, Inc.


                                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                       (in millions)

                                                                                        (unaudited)



                                                                                        For the Three Months Ended   For the Six Months Ended

                                                                                                 June 30,                    June 30,
                                                                                                 --------                    --------

                                                                                                                2014                        2013      2014       2013
                                                                                                                ----                        ----      ----       ----


    Operating activities:

    Net income                                                                                                  $167                        $245      $366       $418

    Adjustments to reconcile net income to net cash provided by
       operating activities:

    Depreciation and amortization                                                                                 81                          88       164        179

    Stock-based compensation                                                                                     139                         103       267        219

    Excess tax benefits from stock-based compensation                                                           (11)                       (26)     (26)      (48)

    Deferred income taxes, net                                                                                  (50)                         37      (79)         9

    Non-cash realignment charges                                                                                   ?                          ?        ?        14

    Gain on disposition of certain lines of business and other, net                                                ?                       (19)        ?      (19)

    Other                                                                                                          ?                          1         2        (1)

    Changes in assets and liabilities, net of acquisitions:

    Accounts receivable                                                                                        (288)                      (172)      130        208

    Other assets                                                                                                (13)                       (34)     (43)      (75)

    Due to/from related parties, net                                                                            (66)                       (25)     (33)        34

    Accounts payable                                                                                               3                          26       (8)        18

    Accrued expenses                                                                                             160                          92        56       (23)

    Income taxes receivable from EMC                                                                               ?                         16         ?        16

    Income taxes payable                                                                                          71                         (4)      112        (2)

    Unearned revenues                                                                                            216                         206       251        263

    Net cash provided by operating activities                                                                    409                         534     1,159      1,210
                                                                                                                 ---                         ---     -----      -----


    Investing activities:

    Additions to property and equipment                                                                         (76)                       (75)    (153)     (153)

    Purchases of available-for-sale securities                                                               (1,445)                      (918)  (1,976)   (1,655)

    Sales of available-for-sale securities                                                                       530                         333       941        819

    Maturities of available-for-sale securities                                                                  169                         188       322        370

    Proceeds from disposition of certain lines of business                                                         ?                         31         ?        31

    Purchase of strategic investments                                                                           (37)                        (2)     (40)       (2)

    Business acquisitions, net of cash acquired                                                                    ?                          ?  (1,068)     (184)

    Increase in restricted cash                                                                                    ?                        (1)     (76)       (2)

    Other investing                                                                                              (3)                          ?     (10)         1
                                                                                                                 ---                         ---      ---        ---

    Net cash used in investing activities                                                                      (862)                      (444)  (2,060)     (775)
                                                                                                                ----                        ----    ------       ----


    Financing activities:

    Proceeds from issuance of common stock                                                                        11                          47        99        115

    Proceeds from issuance of note payable to EMC                                                                  ?                          ?    1,500          ?

    Repayment of note payable to EMC                                                                               ?                          ?    (450)         ?

    Reduction in capital from EMC                                                                                  ?                          ?     (24)         ?

    Repurchase of common stock                                                                                 (238)                      (120)    (407)     (302)

    Excess tax benefits from stock-based compensation                                                             11                          26        26         48

    Shares repurchased for tax withholdings on vesting of restricted stock                                      (65)                       (43)     (94)      (65)

    Net cash provided by (used in) financing activities                                                        (281)                       (90)      650      (204)
                                                                                                                ----                         ---       ---       ----

    Net increase (decrease) in cash and cash equivalents                                                       (734)                          ?    (251)       231

    Cash and cash equivalents at beginning of the period                                                       2,788                       1,840     2,305      1,609

    Cash and cash equivalents at end of the period                                                            $2,054                      $1,840    $2,054     $1,840
                                                                                                              ======                      ======    ======     ======



                                                                                                                                                                                                                                                    VMware, Inc.


                                                                                                                                                                                                                                           SUPPLEMENTAL REVENUES SCHEDULE

                                                                                                                                                                                                                                 (INCLUDES RECONCILIATION OF GAAP TO NON-GAAP DATA)

                                                                                                                                                                                                                                                   (in millions)

                                                                                                                                                                                                                                                    (unaudited)



                                                                                                                            For the Three Months Ended                                                    For the Three Months Ended
                                                                                                                            --------------------------                                                    --------------------------

                                                                                                                                     June 30,                                                             March 31,                                                            December 31,                                                   September 30,                      June 30,           March 31,

                                                                                                                                                            2014                                                                   2014                                                                   2013                                                             2013                2013                 2013
                                                                                                                                                            ----                                                                   ----

    Revenues as reported (1):

    License                                                                                                                                                 $614                                                                   $561                                                                   $687                                                             $564                $531                 $488

    Software maintenance                                                                                                                                     737                                                                    701                                                                    699                                                              644                 614                  605

    Professional services                                                                                                                                    106                                                                     98                                                                     97                                                               81                  98                   98

    Total revenues                                                                                                                                        $1,457                                                                 $1,360                                                                 $1,483                                                           $1,289              $1,243               $1,191
                                                                                                                                                          ======                                                                 ======                                                                 ======                                                           ======              ======               ======


    Change (%) over prior year

    License                                                                                                                                                15.8%                                                                 14.8%                                                                 15.1%                                                           14.8%               2.6%                1.3%

    Software maintenance                                                                                                                                   20.0%                                                                 15.8%                                                                 18.3%                                                           16.9%              18.3%               23.0%

    Professional services                                                                                                                                   7.5%                                                                  0.4%                                                                 -8.4%                                                          -11.4%              13.4%               20.8%

    Total revenues                                                                                                                                         17.2%                                                                 14.2%                                                                 14.7%                                                           13.7%              10.7%               12.9%
                                                                                                                                                            ====                                                                   ====                                                                   ====                                                             ====                ====                 ====


    Revenues as reported, excluding Pivotal (2)

    License                                                                                                                                                 $614                                                                   $561                                                                   $687                                                             $564                $531                 $485

    Software maintenance                                                                                                                                     737                                                                    701                                                                    699                                                              644                 614                  601

    Professional services                                                                                                                                    106                                                                     98                                                                     97                                                               81                  98                   84

    Total revenues                                                                                                                                        $1,457                                                                 $1,360                                                                 $1,483                                                           $1,289              $1,243               $1,170
                                                                                                                                                          ======                                                                 ======                                                                 ======                                                           ======              ======               ======


    Change (%) over prior year

    License                                                                                                                                                15.8%                                                                 15.7%                                                                 16.6%                                                           16.0%               4.4%                1.5%

    Software maintenance                                                                                                                                   20.0%                                                                 16.6%                                                                 19.2%                                                           17.8%              19.3%               23.0%

    Professional services                                                                                                                                   7.5%                                                                 17.4%                                                                 24.5%                                                           14.0%              45.1%               19.8%

    Total revenues                                                                                                                                         17.2%                                                                 16.3%                                                                 18.3%                                                           16.8%              14.0%               12.8%
                                                                                                                                                            ====                                                                   ====                                                                   ====                                                             ====                ====                 ====


    Revenues as reported, excluding Pivotal

    and all dispositions (3)

    License                                                                                                                                                 $614                                                                   $561                                                                   $687                                                             $562                $526                 $476

    Software maintenance                                                                                                                                     737                                                                    701                                                                    699                                                              642                 611                  590

    Professional services                                                                                                                                    106                                                                     98                                                                     97                                                               81                  98                   83

    Total revenues                                                                                                                                        $1,457                                                                 $1,360                                                                 $1,483                                                           $1,285              $1,235               $1,149
                                                                                                                                                          ======                                                                 ======                                                                 ======                                                           ======              ======               ======


    Change (%) over prior year

    License                                                                                                                                                16.7%                                                                 17.8%                                                                 18.2%                                                           17.3%               5.3%                1.1%

    Software maintenance                                                                                                                                   20.7%                                                                 18.9%                                                                 21.8%                                                           20.0%              21.3%               23.4%

    Professional services                                                                                                                                   8.0%                                                                 18.2%                                                                 24.8%                                                           15.4%              45.6%               19.9%

    Total revenues                                                                                                                                         18.0%                                                                 18.4%                                                                 20.3%                                                           18.5%              15.4%               12.9%
                                                                                                                                                            ====                                                                   ====                                                                   ====                                                             ====                ====                 ====


    Reconciliation of "revenues as reported" to

    "revenues as reported, excluding Pivotal

    and all dispositions":


    Revenues as reported, excluding Pivotal

    and all dispositions (3)                                                                                                                              $1,457                                                                 $1,360                                                                 $1,483                                                           $1,285              $1,235               $1,149

    Pivotal                                                                                                                                                    -                                                                     -                                                                     -                                                               -                  -                  22

    All dispositions                                                                                                                                           -                                                                     -                                                                     -                                                               4                   8                   20

    Revenues as reported (1)                                                                                                                              $1,457                                                                 $1,360                                                                 $1,483                                                           $1,289              $1,243               $1,191
                                                                                                                                                          ======                                                                 ======                                                                 ======                                                           ======              ======               ======



    (1) Represents revenues reported each quarter.


    (2) Represents revenues reported each quarter less the revenues attributable to products and services contributed by VMware to Pivotal Software, Inc. ("Pivotal") on April 1, 2013. All quarters have been adjusted to exclude the related revenues.


    (3) Represents revenues reported each quarter less a) the revenues attributable to products and services contributed by VMware to Pivotal on April 1, 2013 and b) the revenues attributable to all lines of businesses which were disposed of in 2013, including Zimbra which was disposed of in July 2013. All quarters have been adjusted to exclude the related revenues.



                                                                                                                                                                                                                                  VMware, Inc.


                                                                                                                                                                                                                    SUPPLEMENTAL UNEARNED REVENUES SCHEDULE

                                                                                                                                                                                                               (INCLUDES RECONCILIATION OF GAAP TO NON-GAAP DATA)

                                                                                                                                                                                                                                 (in millions)

                                                                                                                                                                                                                                  (unaudited)



                                                                                                                                                          June 30,                                                      March 31,                                               December 31,                                            September 30,                                               June 30,                   March 31,

                                                                                                                                                                              2014                                                            2014                                                      2013                                                      2013                                                    2013                 2013
                                                                                                                                                                              ----                                                            ----                                                      ----                                                      ----                                                    ----                 ----

    Unearned revenues as reported (1)

    License                                                                                                                                                                   $476                                                            $459                                                      $465                                                      $415                                                    $427                 $446

    Software maintenance                                                                                                                                                     3,541                                                           3,378                                                     3,304                                                     2,937                                                   2,903                2,797

    Professional services                                                                                                                                                      372                                                             335                                                       323                                                       284                                                     266                  247

    Total unearned revenues                                                                                                                                                 $4,389                                                          $4,172                                                    $4,092                                                    $3,636                                                  $3,596               $3,490
                                                                                                                                                                            ======                                                          ======                                                    ======                                                    ======                                                  ======               ======


    Change (%) over prior year

    License                                                                                                                                                                  11.5%                                                           2.8%                                                     0.5%                                                    13.3%                                                  13.7%               19.6%

    Software maintenance                                                                                                                                                     22.0%                                                          20.8%                                                    19.9%                                                    21.6%                                                  23.2%               24.5%

    Professional services                                                                                                                                                    39.7%                                                          35.6%                                                    33.1%                                                    34.3%                                                  26.8%               30.6%

    Total unearned revenues                                                                                                                                                  22.0%                                                          19.6%                                                    18.3%                                                    21.5%                                                  22.2%               24.3%
                                                                                                                                                                              ====                                                            ====                                                      ====                                                      ====                                                    ====                 ====


    Unearned revenues as reported, excluding Pivotal

    and all dispositions (2)

    License                                                                                                                                                                   $476                                                            $459                                                      $465                                                      $414                                                    $427                 $407

    Software maintenance                                                                                                                                                     3,541                                                           3,378                                                     3,304                                                     2,933                                                   2,903                2,736

    Professional services                                                                                                                                                      372                                                             335                                                       323                                                       285                                                     266                  246

    Total unearned revenues                                                                                                                                                 $4,389                                                          $4,172                                                    $4,092                                                    $3,632                                                  $3,596               $3,389
                                                                                                                                                                            ======                                                          ======                                                    ======                                                    ======                                                  ======               ======


    Change (%) over prior year

    License                                                                                                                                                                  11.5%                                                          12.8%                                                    12.3%                                                    26.4%                                                  27.1%               15.7%

    Software maintenance                                                                                                                                                     22.0%                                                          23.5%                                                    23.7%                                                    25.0%                                                  26.8%               25.0%

    Professional services                                                                                                                                                    39.7%                                                          36.5%                                                    34.4%                                                    35.7%                                                  28.7%               31.7%

    Total unearned revenues                                                                                                                                                  22.0%                                                          23.1%                                                    23.0%                                                    26.0%                                                  27.0%               24.3%
                                                                                                                                                                              ====                                                            ====                                                      ====                                                      ====                                                    ====                 ====


    Reconciliation of "unearned revenues as reported" to

    "unearned revenues as reported, excluding Pivotal

    and all dispositions":




    Unearned revenues as reported, excluding Pivotal

    and all dispositions (2)                                                                                                                                                $4,389                                                          $4,172                                                    $4,092                                                    $3,632                                                  $3,596               $3,389

    Pivotal and all dispositions                                                                                                                                                 -                                                              -                                                        -                                                        4                                                       -                 101

    Unearned revenues as reported (1)                                                                                                                                       $4,389                                                          $4,172                                                    $4,092                                                    $3,636                                                  $3,596               $3,490
                                                                                                                                                                            ======                                                          ======                                                    ======                                                    ======                                                  ======               ======



    (1) Represents unearned revenues reported each quarter.


    (2) Represents unearned revenues reported each quarter less a) the unearned revenues attributable to products and services contributed by VMware to Pivotal on April 1, 2013 and b) the unearned revenues attributable to all lines of businesses which were disposed of in 2013, including Zimbra which was disposed of in July 2013. All quarters have been adjusted to exclude the related unearned revenues.



                                                                                                                                                                                                                                                                                    VMware, Inc.


                                                                                                                                                                                                                                                                      RECONCILIATION OF GAAP TO NON-GAAP DATA

                                                                                                                                                                                                                                                                      For the Three Months Ended June 30, 2014

                                                                                                                                                                                                                                                      (amounts in millions, except per share amounts, and shares in thousands)

                                                                                                                                                                                                                                                                                    (unaudited)



                                                                                                                                  GAAP                                            Stock-Based                                           Employer                                           Intangible                                        Realignment                                       Acquisition                          Certain Litigation and Other Contingencies                             Tax                              Non-GAAP,
                                                                                                                                                                                  Compensation                                       Payroll Taxes                                        Amortization                                         Charges                                          and Other                                                                                              Adjustment                          as adjusted
                                                                                                                                                                                                                                      on Employee                                                                                                                                                Related                                                                                                                         (1)
                                                                                                                                                                                                                                   Stock Transactions                                                                                                                                             Items
                                                                                                                                                                                                                                   ------------------                                                                                                                                             -----


    Operating expenses:

    Cost of license revenues                                                                                                                             $46                                                  (1)                                                   ?                                                (27)                                                ?                                                   ?                                                   ?                                                  ?                     $18

    Cost of services revenues                                                                                                                           $172                                                 (11)                                                   ?                                                   ?                                                ?                                                   ?                                                   ?                                                  ?                    $161

    Research and development                                                                                                                            $317                                                 (66)                                                 (1)                                                 (2)                                                ?                                                   ?                                                   ?                                                  ?                    $248

    Sales and marketing                                                                                                                                 $544                                                 (43)                                                 (1)                                                 (5)                                                ?                                                   ?                                                   ?                                                  ?                    $495

    General and administrative                                                                                                                          $179                                                 (18)                                                   ?                                                 (1)                                                ?                                                (42)                                                (11)                                                  ?                    $107

    Realignment charges                                                                                                                                 $(1)                                                   ?                                                   ?                                                   ?                                                1                                                    ?                                                   ?                                                  ?         $             ?


    Operating income                                                                                                                                    $200                                                  139                                                    2                                                   35                                               (1)                                                  42                                                   11                                                   ?                    $428

    Operating margin (2)                                                                                                                               13.7%                                                9.6%                                                0.2%                                                2.4%                                            -0.1%                                                2.9%                                                0.7%                                                  ?                   29.4%


    Other income                                                                                                                  $                        ?                                                   ?                                                   ?                                                   ?                                                ?                                                   1                                                    ?                                                  ?                      $1


    Income before income taxes                                                                                                                          $202                                                  139                                                    2                                                   35                                               (1)                                                  43                                                   11                                                   ?                    $431


    Income tax provision                                                                                                                                 $35                                                                                                                                                                                                                                                                                                                                                                       45                      $80

    Tax rate (2)                                                                                                                                       17.5%                                                                                                                                                                                                                                                                                                                                                                                           18.5%


    Net income                                                                                                                                          $167                                                  139                                                    2                                                   35                                               (1)                                                  43                                                   11                                                (45)                    $351


    Net income per weighted-average share,

    basic for Class A and Class B (2) (3)                                                                                                              $0.39                                                $0.32                                                $0.01                                                $0.08                        $                        ?                                               $0.10                                                $0.02                                             $(0.10)                   $0.82


    Net income per weighted-average share,

    diluted for Class A and Class B (2) (4)                                                                                                            $0.38                                                $0.32                                                $0.01                                                $0.08                        $                        ?                                               $0.10                                                $0.02                                             $(0.10)                   $0.81




    (1) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated
     annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenues and expenses and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.






    (2) Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.


    (3) Calculated based upon 430,216 basic weighted-average shares for Class A and Class B.


    (4) Calculated based upon 434,199 diluted weighted-average shares for Class A and Class B.



                                                                                                                                                                                                                                                                                                            VMware, Inc.


                                                                                                                                                                                                                                                                                              RECONCILIATION OF GAAP TO NON-GAAP DATA

                                                                                                                                                                                                                                                                                              For the Three Months Ended June 30, 2013

                                                                                                                                                                                                                                                                              (amounts in millions, except per share amounts, and shares in thousands)

                                                                                                                                                                                                                                                                                                            (unaudited)



                                                                                                                                 GAAP                                            Stock-Based                                           Employer                                           Intangible                                        Realignment                                      Acquisition                                       Capitalized                                           Gain on                                              Tax                               Non-GAAP,
                                                                                                                                                                                 Compensation                                       Payroll Taxes                                        Amortization                                         Charges                                         and Other                                          Software                                        Disposition of                                       Adjustment                           as adjusted
                                                                                                                                                                                                                                     on Employee                                                                                                                                               Related                                         Development                                      Certain Lines of                                                                (2)
                                                                                                                                                                                                                                  Stock Transactions                                                                                                                                            Items                                           Costs (1)                                          Business &
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Other, Net
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   ----------


    Operating expenses:

    Cost of license revenues                                                                                                                            $55                                                    ?                                                 (1)                                                (22)                                                ?                                                ?                                                (13)                                                  ?                                                  ?                      $19

    Cost of services revenues                                                                                                                          $118                                                  (7)                                                   ?                                                 (1)                                                ?                                                ?                                                   ?                                                  ?                                                  ?                     $110

    Research and development                                                                                                                           $261                                                 (51)                                                 (2)                                                 (1)                                                ?                                                ?                                                   ?                                                  ?                                                  ?                     $207

    Sales and marketing                                                                                                                                $442                                                 (33)                                                 (1)                                                 (1)                                                ?                                                ?                                                   ?                                                  ?                                                  ?                     $407

    General and administrative                                                                                                                          $96                                                 (12)                                                   ?                                                   ?                                                ?                                              (1)                                                   ?                                                  ?                                                  ?                      $83

    Realignment charges                                                                                                                                  $1                                                    ?                                                   ?                                                   ?                                              (1)                                                ?                                                   ?                                                  ?                                                  ?         $              ?


    Operating income                                                                                                                                   $270                                                  103                                                    4                                                   25                                                 1                                                 1                                                   13                                                   ?                                                  ?                     $417

    Operating margin (3)                                                                                                                              21.7%                                                8.3%                                                0.3%                                                2.0%                                             0.1%                                                ?                                                1.1%                                                  ?                                                  ?                    33.5%


    Other income (expense), net                                                                                                                         $18                                                    ?                                                   ?                                                   ?                                                ?                                                ?                                                   ?                                               (19)                                                  ?                     $(1)


    Income before income taxes                                                                                                                         $294                                                  103                                                    4                                                   25                                                 1                                                 1                                                   13                                                (19)                                                  ?                     $422


    Income tax provision                                                                                                                                $49                                                                                                                                                                                                                                                                                                                                                                                                                       30                       $79

    Tax rate (3)                                                                                                                                      16.8%                                                                                                                                                                                                                                                                                                                                                                                                                                            18.5%


    Net income                                                                                                                                         $245                                                  103                                                    4                                                   25                                                 1                                                 1                                                   13                                                (19)                                               (30)                     $343


    Net income per weighted-average share,

    basic for Class A and Class B (3) (4)                                                                                                             $0.57                                                $0.24                                                $0.01                                                $0.06                        $                        ?                       $                        ?                                               $0.03                                             $(0.04)                                            $(0.07)                    $0.80


    Net income per weighted-average share,

    diluted for Class A and Class B (3) (5)                                                                                                           $0.57                                                $0.24                           $                        ?                                               $0.06                        $                        ?                       $                        ?                                               $0.03                                             $(0.04)                                            $(0.07)                    $0.79



    (1)  For the second quarter of 2013, no costs were capitalized for the development of software products. Amortization expense from previously capitalized amounts was $13 million.


    (2) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to,
     significant changes resulting from tax legislation, material changes in the geographic mix of revenues and expenses and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.


    (3) Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.


    (4) Calculated based upon 428,336 basic weighted-average shares for Class A and Class B.


    (5) Calculated based upon 431,987 diluted weighted-average shares for Class A and Class B.



                                                                                                                                                                                                                                                                                    VMware, Inc.


                                                                                                                                                                                                                                                                      RECONCILIATION OF GAAP TO NON-GAAP DATA

                                                                                                                                                                                                                                                                       For the Six Months Ended June 30, 2014

                                                                                                                                                                                                                                                      (amounts in millions, except per share amounts, and shares in thousands)

                                                                                                                                                                                                                                                                                    (unaudited)



                                                                                                                                  GAAP                                            Stock-Based                                           Employer                                           Intangible                                        Realignment                                       Acquisition                          Certain Litigation and Other Contingencies                             Tax                              Non-GAAP,
                                                                                                                                                                                  Compensation                                       Payroll Taxes                                        Amortization                                         Charges                                          and Other                                                                                              Adjustment                          as adjusted
                                                                                                                                                                                                                                      on Employee                                                                                                                                                Related                                                                                                                         (1)
                                                                                                                                                                                                                                   Stock Transactions                                                                                                                                             Items
                                                                                                                                                                                                                                   ------------------                                                                                                                                             -----


    Operating expenses:

    Cost of license revenues                                                                                                                             $96                                                  (2)                                                   ?                                                (52)                                                ?                                                   ?                                                   ?                                                  ?                     $42

    Cost of services revenues                                                                                                                           $323                                                 (20)                                                   ?                                                   ?                                                ?                                                   ?                                                   ?                                                  ?                    $303

    Research and development                                                                                                                            $610                                                (126)                                                 (3)                                                 (3)                                                ?                                                   ?                                                   ?                                                  ?                    $478

    Sales and marketing                                                                                                                               $1,018                                                 (84)                                                 (2)                                                 (9)                                                ?                                                   ?                                                   ?                                                  ?                    $923

    General and administrative                                                                                                                          $330                                                 (35)                                                   ?                                                 (1)                                                ?                                                (65)                                                (11)                                                  ?                    $218

    Realignment charges                                                                                                                                 $(1)                                                   ?                                                   ?                                                   ?                                                1                                                    ?                                                   ?                                                  ?         $             ?


    Operating income                                                                                                                                    $441                                                  267                                                    5                                                   65                                               (1)                                                  65                                                   11                                                   ?                    $853

    Operating margin (2)                                                                                                                               15.7%                                                9.4%                                                0.2%                                                2.3%                                             0.0%                                                2.3%                                                0.4%                                                  ?                   30.3%


    Other income                                                                                                                  $                        ?                                                   ?                                                   ?                                                   ?                                                ?                                                   2                                                    ?                                                  ?                      $2


    Income before income taxes                                                                                                                          $447                                                  267                                                    5                                                   65                                               (1)                                                  67                                                   11                                                   ?                    $861


    Income tax provision                                                                                                                                 $81                                                                                                                                                                                                                                                                                                                                                                       78                     $159

    Tax rate (2)                                                                                                                                       18.1%                                                                                                                                                                                                                                                                                                                                                                                           18.5%


    Net income                                                                                                                                          $366                                                  267                                                    5                                                   65                                               (1)                                                  67                                                   11                                                (78)                    $702


    Net income per weighted-average share,

    basic for Class A and Class B (2) (3)                                                                                                              $0.85                                                $0.62                                                $0.01                                                $0.15                        $                        ?                                               $0.16                                                $0.02                                             $(0.18)                   $1.63


    Net income per weighted-average share,

    diluted for Class A and Class B (2) (4)                                                                                                            $0.84                                                $0.61                                                $0.01                                                $0.15                        $                        ?                                               $0.15                                                $0.02                                             $(0.18)                   $1.60



    (1) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated
     annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenues and expenses and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.






    (2) Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.


    (3) Calculated based upon 430,050 basic weighted-average shares for Class A and Class B.


    (4) Calculated based upon 434,218 diluted weighted-average shares for Class A and Class B.



                                                                                                                                                                                                                                                                                                  VMware, Inc.


                                                                                                                                                                                                                                                                                    RECONCILIATION OF GAAP TO NON-GAAP DATA

                                                                                                                                                                                                                                                                                     For the Six Months Ended June 30, 2013

                                                                                                                                                                                                                                                                    (amounts in millions, except per share amounts, and shares in thousands)

                                                                                                                                                                                                                                                                                                  (unaudited)



                                                                                                                                  GAAP                                          Stock-Based                                      Employer                                       Intangible                                       Realignment                                      Acquisition                                      Capitalized                                        Gain on                                            Tax                              Non-GAAP,
                                                                                                                                                                               Compensation                                    Payroll Taxes                                   Amortization                                        Charges                                         and Other                                        Software                                      Disposition of                                     Adjustment                          as adjusted
                                                                                                                                                                                                                                on Employee                                                                                                                                         Related                                        Development                                   Certain Lines of                                                             (2)
                                                                                                                                                                                                                            Stock Transactions                                                                                                                                       Items                                          Costs (1)                                       Business &
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    Other, Net
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    ----------


    Operating expenses:

    Cost of license revenues                                                                                                                           $112                                               (1)                                              ?                                             (45)                                                 ?                                               ?                                             (26)                                                ?                                                ?                      $40

    Cost of services revenues                                                                                                                          $243                                              (14)                                              ?                                              (2)                                                 ?                                               ?                                                ?                                                ?                                                ?                     $227

    Research and development                                                                                                                           $532                                             (113)                                            (3)                                              (2)                                                 ?                                               ?                                                ?                                                ?                                                ?                     $414

    Sales and marketing                                                                                                                                $859                                              (69)                                            (2)                                              (4)                                                 ?                                               ?                                                ?                                                ?                                                ?                     $784

    General and administrative                                                                                                                         $194                                              (26)                                              ?                                                ?                                                 ?                                             (2)                                                ?                                                ?                                                ?                     $166

    Realignment charges                                                                                                                                 $63                                               (6)                                              ?                                                ?                                              (57)                                               ?                                                ?                                                ?                                                ?         $              ?


    Operating income                                                                                                                                   $432                                               229                                               5                                                53                                                 57                                                2                                                26                                                 ?                                                ?                     $804

    Operating margin (3)                                                                                                                              17.7%                                             9.2%                                           0.2%                                             2.2%                                              2.6%                                               ?                                             1.1%                                                ?                                                ?                    33.0%


    Other income (expense), net                                                                                                                         $13                                                                                                                                                                                                                                                                                                                                                  (19)                                                                      $(6)


    Income before income taxes                                                                                                                         $458                                               229                                               5                                                53                                                 57                                                2                                                26                                              (19)                                                ?                     $811


    Income tax provision                                                                                                                                $40                                                                                                                                                                                                                                                                                                                                                                                                    110                      $150

    Tax rate (3)                                                                                                                                       8.7%                                                                                                                                                                                                                                                                                                                                                                                                                          18.5%


    Net income                                                                                                                                         $418                                               229                                               5                                                53                                                 57                                                2                                                26                                              (19)                                            (110)                     $661


    Net income per weighted-average share,

    basic for Class A and Class B (3) (4)                                                                                                             $0.98                                             $0.52                                           $0.02                                             $0.12                                              $0.15                        $                       ?                                            $0.06                                           $(0.04)                                          $(0.26)                    $1.55


    Net income per weighted-average share,

    diluted for Class A and Class B (3) (5)                                                                                                           $0.97                                             $0.52                                           $0.01                                             $0.12                                              $0.15                         $                      ?                                            $0.06                                           $(0.04)                                          $(0.26)                    $1.53



    (1)  For the first six months of 2013, no costs were capitalized for the development of software products. Amortization expense from previously capitalized amounts was $26 million.


    (2) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but
     not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenues and expenses and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.


    (3) Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.


    (4) Calculated based upon 428,172 basic weighted-average shares for Class A and Class B.


    (5) Calculated based upon 432,406 diluted weighted-average shares for Class A and Class B.



                                                              VMware, Inc.


                                                            REVENUES BY TYPE

                                                             (in millions)

                                                              (unaudited)



                            For the Three Months Ended                   For the Six Months Ended

                                     June 30,                                    June 30,
                                     --------                                    --------

                                                       2014                                         2013     2014      2013
                                                       ----                                         ----     ----      ----


    Revenues:

    License                                            $614                                         $531   $1,175    $1,019

    Services:

    Software maintenance                                737                                          614    1,438     1,220

    Professional services                               106                                           98      204       196

    Total services                                      843                                          712    1,642     1,416

    Total revenues                                   $1,457                                       $1,243   $2,817    $2,435
                                                     ======                                       ======   ======    ======



    Percentage of revenues:

    License                                           42.0%                                       42.7%   41.7%    41.8%

    Services:

    Software maintenance                              50.7%                                       49.4%   51.1%    50.1%

    Professional services                              7.3%                                        7.9%    7.2%     8.1%

    Total services                                    58.0%                                       57.3%   58.3%    58.2%
                                                       ----                                         ----     ----      ----

    Total revenues                                   100.0%                                      100.0%  100.0%   100.0%
                                                      =====                                        =====    =====     =====



                                                                 VMware, Inc.


                                                            REVENUES BY GEOGRAPHY

                                                                (in millions)

                                                                 (unaudited)



                            For the Three Months Ended       For the Six Months Ended

                                     June 30,                        June 30,
                                     --------                        --------

                                                       2014                             2013     2014      2013
                                                       ----                             ----     ----      ----


    Revenues:

    United States                                      $683                             $590   $1,332    $1,159

    International                                       774                              653    1,485     1,276

    Total revenues                                   $1,457                           $1,243   $2,817    $2,435
                                                     ======                           ======   ======    ======



    Percentage of revenues:

    United States                                     46.9%                           47.5%   47.3%    47.6%

    International                                     53.1%                           52.5%   52.7%    52.4%

    Total revenues                                   100.0%                          100.0%  100.0%   100.0%
                                                      =====                            =====    =====     =====



                                                                            VMware, Inc.


                                                     RECONCILIATION OF GAAP CASH FLOWS FROM OPERATING ACTIVITIES

                                                                         TO FREE CASH FLOWS

                                                                   (A NON-GAAP FINANCIAL MEASURE)

                                                                            (in millions)

                                                                         (unaudited)



                                              For the Three Months Ended                          For the Six Months Ended

                                                       June 30,                                           June 30,
                                                       --------                                           --------

                                                                         2014                                               2013    2014     2013
                                                                         ----                                               ----    ----     ----


    GAAP cash flows from operating activities                            $409                                               $534  $1,159   $1,210

    Capital expenditures                                                 (76)                                              (75)  (153)   (153)

    Free cash flows                                                      $333                                               $459  $1,006   $1,057
                                                                         ====                                               ====  ======   ======

About Non-GAAP Financial Measures

To provide investors and others with additional information regarding VMware's results, VMware has disclosed in this press release the following non-GAAP financial measures: non-GAAP operating income, non-GAAP operating margin, non-GAAP other income (expense), net, non-GAAP net income, non-GAAP income per diluted share, and free cash flows. VMware has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. These non-GAAP financial measures, other than free cash flows, differ from GAAP in that they exclude stock-based compensation, employer payroll tax on employee stock transactions, amortization of acquired intangible assets, realignment charges, acquisition and other-related items, certain litigation and other contingencies, the net effect of the amortization and capitalization of software development costs and gain on disposition of certain lines of business and other net, each as discussed below. Free cash flows differ from GAAP cash flows from operating activities in its treatment of capital expenditures.

VMware has also presented in this press release quarterly and annual historical data for revenue and unearned revenue, excluding revenue generated each period by the products and services contributed to Pivotal Software, Inc. on April 1, 2013 and the products and services associated with the divestures consummated by VMware in 2013. VMware management believes that these measures are useful to investors because they allow investors to make meaningful comparisons of VMware revenues and unearned revenues across periods.

VMware's management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, to calculate bonus payments and to evaluate VMware's financial performance, the performance of its individual functional groups and the ability of operations to generate cash. Management believes these non-GAAP financial measures reflect VMware's ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in VMware's business, as they exclude expenses and gains that are not reflective of ongoing operating results. Management also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating VMware's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. Additionally, management believes information regarding free cash flows provides investors and others with an important perspective on the cash available to make strategic acquisitions and investments, to repurchase shares, to fund ongoing operations and to fund other capital expenditures.

Management believes these non-GAAP financial measures are useful to investors and others in assessing VMware's operating performance due to the following factors:




    --  Stock-based compensation. Stock-based compensation is generally fixed at
        the time the stock-based instrument is granted and amortized over a
        period of several years. Although stock-based compensation is an
        important aspect of the compensation of our employees and executives,
        the expense for the fair value of the stock-based instruments VMware
        utilizes may bear little resemblance to the actual value realized upon
        the vesting or future exercise of the related stock-based awards.
        Furthermore, unlike cash compensation, the value of stock options is
        determined using a complex formula that incorporates factors, such as
        market volatility, that are beyond VMware's control. Additionally, in
        order to establish the amount of expense to recognize for
        performance-based stock awards, which are also an element of ongoing
        stock-based compensation, VMware is required to apply judgment to
        estimate the probability of the extent to which performance objectives
        will be achieved. Management believes it is useful to exclude
        stock-based compensation in order to better understand the long-term
        performance of VMware's core business and to facilitate comparison of
        its results to those of peer companies.


    --  Employer payroll tax on employee stock transactions. The amount of
        employer payroll taxes on stock-based compensation is dependent on
        VMware's stock price and other factors that are beyond our control and
        do not correlate to the operation of the business.


    --  Amortization of acquired intangible assets. A portion of the purchase
        price of VMware's acquisitions is generally allocated to intangible
        assets, such as intellectual property, and is subject to amortization.
        However, VMware does not acquire businesses on a predictable cycle.
        Additionally, the amount of an acquisition's purchase price allocated to
        intangible assets and the term of its related amortization can vary
        significantly and are unique to each acquisition. Therefore, VMware
        believes that the presentation of non-GAAP financial measures that
        adjust for the amortization of intangible assets provides investors and
        others with a consistent basis for comparison across accounting periods.


    --  Realignment charges: Realignment charges include workforce reductions,
        asset impairments and losses on asset disposals, and costs to exit
        facilities. VMware management believes it is useful to exclude these
        items, when significant, as they are not reflective of VMware's ongoing
        business and operating results.


    --  Acquisition and other-related items. Acquisition and other-related items
        include direct costs of acquisitions and dispositions, such as
        transaction and advisory fees. Also included are accruals for the
        portion of merger consideration payable in installments that VMware has
        committed to make to designated founders and key executives of AirWatch,
        subject to employment conditions and indemnification claims, if any.
        Such installment payments may be paid in cash or VMware stock, at the
        option of VMware. Additionally, charges recognized for non-recoverable
        strategic investments or gains recognized on the disposition of
        strategic investments during 2014 are included as other-related items. 
        As VMware does not acquire or dispose of businesses on a predictable
        cycle and the terms of each transaction can vary significantly and are
        unique to each transaction, VMware believes it is useful to exclude
        these items when looking for a consistent basis for comparison across
        accounting periods.


    --  Certain Litigation and Other Contingencies. VMware from time to time may
        incur charges or benefits that are outside of the ordinary course of our
        business related to litigation and other contingencies.  VMware believes
        it is useful to exclude such charges or benefits because we do not
        consider such amounts to be part of the ongoing operation of our
        business and because of the singular nature of the claims underlying the
        matter.


    --  Capitalized software development costs. Capitalized software development
        costs encompass capitalization of development costs and the subsequent
        amortization of the capitalized costs over the useful life of the
        product. Amortization and capitalization of software development costs
        can vary significantly depending upon the timing of products reaching
        technological feasibility and being made generally available. VMware did
        not capitalize software development costs related to product offerings
        in either fiscal year 2014 or fiscal year 2013 given its current
        go-to-market strategy. In future periods, VMware does not expect
        amortization expense as previously capitalized software development
        costs have become fully amortized.


    --  Gain on disposition of certain lines of business and other, net. In
        2013, VMware recognized a gain as a result of exiting certain lines of
        business under its business realignment plan, which was partially offset
        by a charge recognized for a non-recoverable strategic investment. These
        transactions resulted in a net gain of $31 million. To the extent that
        significant gains or losses are realized on such dispositions and
        strategic investments, they do not occur on a predictable cycle, and
        such gains and losses are not reflective of VMware's ongoing business
        and operating results.
    --  Tax adjustment. Non-GAAP financial information for the quarter is
        adjusted for a tax rate equal to our annual estimated tax rate on
        non-GAAP income. This rate is based on VMware's estimated annual GAAP
        income tax rate forecast, adjusted to account for items excluded from
        GAAP income in calculating VMware's non-GAAP income. VMware's estimated
        tax rate on non-GAAP income is determined annually and may be adjusted
        during the year to take into account events or trends that VMware
        management believes materially impact the estimated annual rate
        including, but not limited to, significant changes resulting from tax
        legislation, material changes in the geographic mix of revenues and
        expenses and other significant events. Due to the differences in the tax
        treatment of items excluded from non-GAAP earnings, as well as the
        methodology applied to VMware's estimated annual tax rates as described
        above, the estimated tax rate on non-GAAP income may differ from the
        GAAP tax rate and from VMware's actual tax liabilities.

Additionally, VMware management believes that the non-GAAP financial measure free cash flows is meaningful to investors because management reviews cash flows generated from operations after taking into consideration capital expenditures due to the fact that these expenditures are considered to be a necessary component of ongoing operations.

The use of non-GAAP financial measures has certain limitations because they do not reflect all items of income and expense that affect VMware's operations. Specifically, in the case of stock-based compensation, if VMware did not pay out a portion of its compensation in the form of stock-based compensation and related employer payroll taxes, the cash salary expense included in operating expenses would be higher, which would affect VMware's cash position. VMware compensates for these limitations by reconciling the non-GAAP financial measures to the most comparable GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP and should not be considered measures of VMware's liquidity. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Management encourages investors and others to review VMware's financial information in its entirety and not rely on a single financial measure.

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SOURCE VMware, Inc.