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VMware Reports Second Quarter 2015 Results

Year-Over-Year Non-GAAP Revenue Growth of 10% to $1.60 Billion, up 13% on a Constant Currency Basis; GAAP Revenue of $1.52 Billion, up 4% or up 8% on a Constant Currency Basis; Non-GAAP EPS of $0.93, an Increase of 15% YoY; GAAP EPS of $0.40, up 5% YoY

July 21, 2015 4:01 PM EDT

PALO ALTO, CA -- (Marketwired) -- 07/21/15 -- VMware, Inc. (NYSE: VMW), a leader in cloud infrastructure and business mobility, today announced financial results for the second quarter of 2015:

  • GAAP total revenues for the second quarter were $1.52 billion, an increase of 4% from the second quarter of 2014, or up 8% year-over-year in constant currency. GAAP revenues were reduced by the amount of a settlement with the Department of Justice ("DOJ") and the General Service Administration ("GSA") for $75.5 million, which was entered into and paid in cash in Q2.
  • Non-GAAP total revenues for the second quarter were $1.60 billion, an increase of 10% from the second quarter of 2014, or up 13% year-over-year in constant currency.
  • License revenues for the second quarter were $638 million, an increase of 4% from the second quarter of 2014, or up 9% year-over-year in constant currency.
  • GAAP net income for the second quarter was $172 million, or $0.40 per diluted share, up 5% per diluted share compared to $167 million, or $0.38 per diluted share, for the second quarter of 2014. Non-GAAP net income for the quarter was $396 million, or $0.93 per diluted share, up 15% per diluted share compared to $351 million, or $0.81 per diluted share, for the second quarter of 2014.
  • GAAP operating income for the second quarter was $206 million, an increase of 3% from the second quarter of 2014. Non-GAAP operating income for the second quarter was $479 million, an increase of 12% from the second quarter of 2014.
  • Operating cash flows for the second quarter were $316 million. Free cash flows for the quarter were $238 million. Both figures were negatively impacted by the $75.5 million paid in connection with the GSA settlement in Q2.
  • Cash, cash equivalents and short-term investments were $7.00 billion, and unearned revenues were $4.81 billion as of June 30, 2015.
  • Non-GAAP total revenues plus sequential change in total unearned revenues were flat year-over-year, and grew 5% year-over-year when adjusted for constant currency.
  • License revenues plus sequential change in unearned license revenues increased 3% year-over-year, and grew 9% year-over-year when adjusted for constant currency.

"Our second quarter results are solid, building on our solid start to the year in Q1," said Pat Gelsinger, chief executive officer, VMware. "We experienced strong industry validation from industry analysts, partners and customers throughout the quarter and also unveiled our Business Mobility strategy and key announcements enabling organizations to transform their business processes."

"We're pleased with our Q2 non-GAAP total revenues growth of 13% on a constant currency basis," said Jonathan Chadwick, chief financial officer and chief operating officer, VMware. "We continue to expand our portfolio to deliver new technologies, solutions and transformational opportunities to our customers."

Recent Highlights & Strategic Announcements

  • In June, VMware outlined its Business Mobility strategy highlighting new solutions, services and partnerships to enable organizations to transform their business processes. New announcements included:
    • The industry's first identity-as-a-service offering integrated with a leading, enterprise-class mobility management and security platform;
    • Further commitment to Apple devices and the iOS platform, with new application configuration templates and vertical solutions; and
    • 15 new ISV partners, including DocuSign, Dropbox and MicroStrategy, announced support for the ACE program, which provides a simplified approach to developing secure mobile applications.
  • In partnership with Telstra, VMware announced the general availability of a new VMware-operated location in Australia, which provides customers with a local Asia Pacific hybrid cloud service that helps address local compliance and data locality needs.
  • Intel Security and VMware announced an integrated solution, based on the VMware NSX network virtualization platform, to provide Intelligent Intrusion Prevention services for the protection of east-west traffic within the data center.
  • VMware unveiled two new technology previews designed to streamline cloud native application development and deployment. VMware AppCatalyst delivers an API-driven environment to developer laptops and Project Bonneville will enable seamless integration of Docker Containers onto VMware vSphere.
  • In the second quarter, VMware received further recognition from leading industry analysts.
    • Gartner recognized AirWatch by VMware as a Leader with the highest Ability to Execute, in its June 2015 Magic Quadrant for Enterprise Mobility Management Suites, and VMware as a Visionary in their May 2015 Magic Quadrant for Data Center Networking and in their Magic Quadrant for Cloud Infrastructure as a Service, Worldwide.
    • For the sixth year in a row, Gartner has placed VMware as a leader in its July 2015 Magic Quadrant for x86 Server Virtualization Infrastructure, with both the highest Ability to Execute and highest Completeness of Vision.
    • IDC recognized VMware in a number of reports including positioning VMware as a leader in their 2015 MarketScape for worldwide virtual client computing software. IDC also identified VMware as the number one vendor in both market share and revenue in their Cloud Systems Management Software and Datacenter Automation Software vendor share reports for 2014. Finally, AirWatch by VMware was named the number one vendor in IDC's Enterprise Mobility Management vendor share report for 2014.

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 which include year over year comparisons will also be made available at http://ir.vmware.com in conjunction with the conference call.

About VMware

VMware is a leader in cloud infrastructure and business mobility. Built on VMware's industry-leading virtualization technology, our solutions deliver a brave new model of IT that is fluid, instant and more secure. Customers can innovate faster by rapidly developing, automatically delivering and more safely consuming any application. With 2014 revenues of $6 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, NSX, vSphere, VMware AppCatalyst and AirWatch are registered trademarks or trademarks of VMware or its subsidiaries in the United States and other jurisdictions. All other marks and names mentioned herein may be trademarks of their respective organizations.

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 or other designation. 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.

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 growth, further commitment to Apple devices and the iOS platform and the benefits of Project Bonneville. 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) VMware's customers' ability to transition to, new products and computing strategies such as cloud computing, desktop virtualization and the software defined data center; (v) the uncertainty of customer acceptance of emerging technology; (vi) changes in the willingness of customers to enter into longer term licensing and support arrangements; (vii) rapid technological changes in the virtualization software and cloud, end user and mobile computing industries; (viii) changes to product and service development timelines; (ix) VMware's relationship with EMC Corporation and EMC's ability to control matters requiring stockholder approval, including the election of VMware's board members; (x) VMware's ability to protect its proprietary technology; (xi) VMware's ability to attract and retain highly qualified employees; and (xii) the successful integration of acquired companies and assets into VMware. 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.

                                                                            
                                                                            
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME                 
  (amounts in millions, except per share amounts, and shares in thousands)  
                                (unaudited)                                 
                                                                            
                                  Three Months Ended     Six Months Ended   
                                       June 30,              June 30,       
                                 --------------------  -------------------- 
                                    2015       2014       2015       2014   
                                 ---------  ---------  ---------  --------- 
                                                                            
Revenues:                                                                   
   License                       $     638  $     614  $   1,214  $   1,175 
   Services                            959        843      1,894      1,642 
   GSA settlement                      (76)         -        (76)         - 
                                 ---------  ---------  ---------  --------- 
Total revenues                       1,521      1,457      3,032      2,817 
Operating expenses (1):                                                     
   Cost of license revenues             46         46         96         96 
   Cost of services revenues           204        172        397        323 
   Research and development            322        317        627        610 
   Sales and marketing                 565        544      1,100      1,018 
   General and administrative          180        179        367        330 
   Realignment charges                  (2)        (1)        21         (1)
                                 ---------  ---------  ---------  --------- 
Operating income                       206        200        424        441 
Investment income                       13          9         25         18 
Interest expense with EMC               (7)        (7)       (13)       (12)
Other income                             1          -          -          - 
                                 ---------  ---------  ---------  --------- 
Income before income taxes             213        202        436        447 
Income tax provision                    41         35         68         81 
                                 ---------  ---------  ---------  --------- 
Net income                       $     172  $     167  $     368  $     366 
                                 =========  =========  =========  ========= 
                                                                            
Net income per weighted-average                                             
 share, basic for Class A and                                               
 Class B                         $    0.41  $    0.39  $    0.86  $    0.85 
                                                                            
Net income per weighted-average                                             
 share, diluted for Class A and                                             
 Class B                         $    0.40  $    0.38  $    0.86  $    0.84 
                                                                            
Weighted-average shares, basic                                              
 for Class A and Class B           424,169    430,216    426,055    430,050 
Weighted-average shares, diluted                                            
 for Class A and Class B           426,797    434,199    428,772    434,218 
______                                                                      
(1) Includes stock-based                                                    
 compensation as follows:                                                   
   Cost of license revenues      $       -  $       1  $       1  $       2 
   Cost of services revenues            10         11         22         20 
   Research and development             53         66        107        126 
   Sales and marketing                  43         43         81         84 
   General and administrative           17         18         31         35 
                                                                            
                                                                            
                                                                            
                   CONDENSED CONSOLIDATED BALANCE SHEETS                    
  (amounts in millions, except per share amounts, and shares in thousands)  
                                (unaudited)                                 
                                                                            
                                                  June 30,     December 31, 
                                                    2015           2014     
                                               -------------  ------------- 
                                                                            
                    ASSETS                                                  
Current assets:                                                             
  Cash and cash equivalents                    $       1,791  $       2,071 
  Short-term investments                               5,205          5,004 
  Accounts receivable, net of allowance for                                 
   doubtful accounts of $2 and $2                      1,214          1,520 
  Due from related parties, net                            -             49 
  Deferred tax asset                                     240            248 
  Other current assets                                   262            238 
                                               -------------  ------------- 
Total current assets                                   8,712          9,130 
Property and equipment, net                            1,112          1,035 
Other assets                                             171            174 
Deferred tax asset                                       195            165 
Intangible assets, net                                   682            748 
Goodwill                                               3,981          3,964 
                                               -------------  ------------- 
    Total assets                               $      14,853  $      15,216 
                                               =============  ============= 
                                                                            
     LIABILITIES AND STOCKHOLDERS' EQUITY                                   
Current liabilities:                                                        
  Accounts payable                             $         163  $         203 
  Accrued expenses and other                             762            811 
  Due to related parties, net                              8              - 
  Unearned revenues                                    3,022          2,982 
                                               -------------  ------------- 
Total current liabilities                              3,955          3,996 
Note payable to EMC                                    1,500          1,500 
Unearned revenues                                      1,791          1,851 
Other liabilities                                        296            283 
                                               -------------  ------------- 
    Total liabilities                                  7,542          7,630 
Commitments and contingencies                                               
Stockholders' equity:                                                       
  Class A common stock, par value $.01;                                     
   authorized 2,500,000 shares; issued and                                  
   outstanding 122,920 and 129,359 shares                  1              1 
  Class B convertible common stock, par value                               
   $.01; authorized 1,000,000 shares; issued                                
   and outstanding 300,000 shares                          3              3 
  Additional paid-in capital                           2,737          3,380 
  Accumulated other comprehensive loss                    (3)            (1)
  Retained earnings                                    4,566          4,198 
                                               -------------  ------------- 
    Total VMware, Inc.'s stockholders' equity          7,304          7,581 
Non-controlling interests                                  7              5 
                                               -------------  ------------- 
    Total stockholders' equity                         7,311          7,586 
                                               -------------  ------------- 
      Total liabilities and stockholders'                                   
       equity                                  $      14,853  $      15,216 
                                               =============  ============= 
                                                                            
                                                                            
                                                                            
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS               
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                  Three Months Ended     Six Months Ended   
                                       June 30,              June 30,       
                                 --------------------  -------------------- 
                                    2015       2014       2015       2014   
                                 ---------  ---------  ---------  --------- 
Operating activities:                                                       
Net income                       $     172  $     167  $     368  $     366 
Adjustments to reconcile net                                                
 income to net cash provided by                                             
 operating activities:                                                      
  Depreciation and amortization         83         81        159        164 
  Stock-based compensation             123        139        242        267 
  Excess tax benefits from stock-                                           
   based compensation                  (24)       (11)       (26)       (26)
  Deferred income taxes, net            (6)       (50)       (22)       (79)
  Other                                 (1)         -         (1)         2 
  Changes in assets and                                                     
   liabilities, net of                                                      
   acquisitions:                                                            
    Accounts receivable               (226)      (288)       305        130 
    Other assets                       (13)       (13)       (13)       (43)
    Due to/from related parties,                                            
     net                                11        (66)        63        (33)
    Accounts payable                    16          3        (33)        (8)
    Accrued expenses                   127        160         27         56 
    Income taxes payable               (16)        71        (49)       112 
    Unearned revenues                   70        216        (21)       251 
                                 ---------  ---------  ---------  --------- 
Net cash provided by operating                                              
 activities                            316        409        999      1,159 
                                 ---------  ---------  ---------  --------- 
                                                                            
Investing activities:                                                       
Additions to property and                                                   
 equipment                             (78)       (76)      (184)      (153)
Purchases of available-for-sale                                             
 securities                         (1,068)    (1,445)    (2,095)    (1,976)
Sales of available-for-sale                                                 
 securities                            872        530      1,373        941 
Maturities of available-for-sale                                            
 securities                            269        169        524        322 
Purchases of strategic                                                      
 investments                            (3)       (37)        (4)       (40)
Business acquisitions, net of                                               
 cash acquired                           -          -        (21)    (1,068)
Decrease (increase) in restricted                                           
 cash                                    -          -          1        (76)
Other investing                          1         (3)         2        (10)
                                 ---------  ---------  ---------  --------- 
Net cash used in investing                                                  
 activities                             (7)      (862)      (404)    (2,060)
                                 ---------  ---------  ---------  --------- 
                                                                            
Financing activities:                                                       
Proceeds from issuance of common                                            
 stock                                  15         11         69         99 
Proceeds from issuance of note                                              
 payable to EMC                          -          -          -      1,050 
Reduction in capital from EMC            -          -          -        (24)
Proceeds from non-controlling                                               
 interests                               4          -          4          - 
Repurchase of common stock            (412)      (238)      (850)      (407)
Excess tax benefits from stock-                                             
 based compensation                     24         11         26         26 
Shares repurchased for tax                                                  
 withholdings on vesting of                                                 
 restricted stock                      (90)       (65)      (124)       (94)
                                 ---------  ---------  ---------  --------- 
Net cash provided by (used in)                                              
 financing activities                 (459)      (281)      (875)       650 
                                 ---------  ---------  ---------  --------- 
Net decrease in cash and cash                                               
 equivalents                          (150)      (734)      (280)      (251)
Cash and cash equivalents at                                                
 beginning of the period             1,941      2,788      2,071      2,305 
                                 ---------  ---------  ---------  --------- 
Cash and cash equivalents at end                                            
 of the period                   $   1,791  $   2,054  $   1,791  $   2,054 
                                 =========  =========  =========  ========= 
                                                                            
Supplemental disclosures of cash                                            
 flow information:                                                          
Cash paid for interest           $       7  $       7  $      14  $      13 
Cash paid for taxes, net                62         13        136         46 
Non-cash items:                                                             
Changes in capital additions,                                               
 accrued but not paid            $      20  $      18  $     (22) $      11 
Fair value of stock-based awards                                            
 assumed in acquisitions                 -          -          -         24 
                                                                            
                                                                            
                                                                            
    CONSTANT CURRENCY GROWTH IN REVENUES PLUS SEQUENTIAL CHANGE IN UNEARNED   
                                    REVENUES                                  
              (INCLUDES RECONCILIATION OF GAAP TO NON-GAAP DATA)              
                                 (in millions)                                
                                  (unaudited)                                 
                                                                              
 Constant Currency Growth in Total Revenues Plus Sequential Change in Unearned
                                    Revenues                                  
------------------------------------------------------------------------------
                                                                              
                                                           Three Months Ended 
                                                                June 30,      
                                                         ---------------------
                                                           2015        2014   
                                                         --------   ----------
                                                                              
Total revenues, as reported                              $  1,521   $    1,457
Sequential change in unearned revenues                         70          216
                                                         --------   ----------
Total revenues plus sequential change in unearned                             
 revenues                                                $  1,591   $    1,673
                                                         ========   ==========
                                                                              
Change (%) over prior year, as reported                        (5)%           
Change (%) over prior year, including adjustment for                          
 impact of foreign currency (1)                                 1%            
                                                                              
Reduction of revenues due to the GSA settlement (2)      $    (76)  $        -
                                                         --------   ----------
Total revenues plus sequential change in unearned                             
 revenues, excluding reduction of revenues due to the                         
 GSA settlement                                          $  1,667   $    1,673
                                                         ========   ==========
                                                                              
                                                         ----------           
Change (%) over prior year, excluding reduction of                            
 revenues due to the GSA settlement                             0%            
Change (%) over prior year, adjusting for Q2-2015                             
 foreign currency impact and excluding reduction of                           
 revenues due to the GSA settlement                             5%            
                                                         ----------           
                                                                            
   Constant Currency Growth in License Revenues Plus Sequential Change in   
                          Unearned License Revenues                         
----------------------------------------------------------------------------
                                                                            
                                                         Three Months Ended 
                                                              June 30,      
                                                       ---------------------
                                                          2015       2014   
                                                       ---------  ----------
                                                                            
Total license revenues as reported                     $     638  $      614
Sequential change in unearned license revenues                15          17
                                                       ---------  ----------
Total license revenues plus sequential change in                            
 unearned license revenues                             $     653  $      631
                                                       =========  ==========
                                                                            
                                                       ----------           
Change (%) over prior year, as reported                        3%           
Change (%) over prior year, including adjustment for                        
 impact of foreign currency (3)                                9%           
                                                       ----------           
                                                                            
                                                                            
(1) Percentage change compares total revenues plus sequential change in     
 unearned revenues in constant currency for the three months ended June 30, 
 2015 versus total revenues plus sequential change in unearned revenues as  
 reported for the three months ended June 30, 2014. See "Growth in Constant 
 Currency" for more information.                                            
                                                                            
(2) Reflects reduction of revenues due to the GSA settlement that was       
 included in VMware's reported revenues during the quarter ended June 30,   
 2015.                                                                      
                                                                            
(3) Percentage change compares license revenues plus sequential change in   
 unearned license revenues in constant currency for the three months ended  
 June 30, 2015 versus license revenues plus sequential change in unearned   
 license revenues as reported for the three months ended June 30, 2014. See 
 "Growth in Constant Currency" for more information.                        
                                                                            
                                                                            
                                                                            
                       SUPPLEMENTAL REVENUES SCHEDULE                       
             (INCLUDES RECONCILIATION OF GAAP TO NON-GAAP DATA)             
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                      Three Months Ended                    
                  --------------------------------------------------------- 
                                      December September                    
                  June 30, March 31,    31,       30,    June 30, March 31, 
                    2015      2015      2014      2014     2014      2014   
                  -------- --------- --------- --------- -------- --------- 
Revenues as                                                                 
 reported (1):                                                              
  License         $    638 $     576 $     777 $     639 $    614 $     561 
  Software                                                                  
   maintenance         829       813       803       779      737       701 
  Professional                                                              
   services            130       122       123        97      106        98 
  GSA settlement       (76)        -         -         -        -         - 
                  -------- --------- --------- --------- -------- --------- 
Total revenues    $  1,521 $   1,511 $   1,703 $   1,515 $  1,457 $   1,360 
                  ======== ========= ========= ========= ======== ========= 
                                                                            
Change (%) over                                                             
 prior year                                                                 
  License              3.9%      2.7%     13.0%     13.4%    15.8%     14.8%
  Software                                                                  
   maintenance        12.4%     15.9%     14.9%     21.0%    20.0%     15.8%
  Professional                                                              
   services           22.6%     24.6%     26.9%     18.6%     7.5%      0.4%
  GSA settlement       n/a       n/a       n/a       n/a      n/a       n/a 
                  -------- --------- --------- --------- -------- --------- 
Total revenues         4.4%     11.1%     14.8%     17.5%    17.2%     14.2%
                  ======== ========= ========= ========= ======== ========= 
                                                                            
Revenues as                                                                 
 reported,                                                                  
 excluding GSA                                                              
 settlement (2)                                                             
  License         $    638 $     576 $     777 $     639 $    614 $     561 
  Software                                                                  
   maintenance         829       813       803       779      737       701 
  Professional                                                              
   services            130       122       123        97      106        98 
                  -------- --------- --------- --------- -------- --------- 
Non-GAAP total                                                              
 revenues         $  1,597 $   1,511 $   1,703 $   1,515 $  1,457 $   1,360 
                  ======== ========= ========= ========= ======== ========= 
                                                                            
Change (%) over                                                             
 prior year                                                                 
  License              3.9%      2.7%     13.0%     13.4%    15.8%     14.8%
  Software                                                                  
   maintenance        12.4%     15.9%     14.9%     21.0%    20.0%     15.8%
  Professional                                                              
   services           22.6%     24.6%     26.9%     18.6%     7.5%      0.4%
                  -------- --------- --------- --------- -------- --------- 
Non-GAAP total                                                              
 revenues              9.6%     11.1%     14.8%     17.5%    17.2%     14.2%
                  ======== ========= ========= ========= ======== ========= 
                                                                            
(1) Represents revenues reported each quarter.                              
                                                                            
(2) Represents revenues reported each quarter less the reduction of         
 revenues due to the GSA settlement recognized in the second quarter of     
 2015.                                                                      
                                                                            
                                                                            
                                                                            
                  SUPPLEMENTAL UNEARNED REVENUES SCHEDULE                   
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                      December September                    
                  June 30, March 31,    31,       30,    June 30, March 31, 
                    2015      2015      2014      2014     2014      2014   
                  -------- --------- --------- --------- -------- --------- 
Unearned revenues                                                           
 as reported (1)                                                            
  License         $    481 $     466 $     488 $     428 $    476 $     459 
  Software                                                                  
   maintenance       3,894     3,847     3,905     3,558    3,541     3,378 
  Professional                                                              
   services            438       431       440       389      372       335 
                  -------- --------- --------- --------- -------- --------- 
Total unearned                                                              
 revenues         $  4,813 $   4,744 $   4,833 $   4,375 $  4,389 $   4,172 
                  ======== ========= ========= ========= ======== ========= 
                                                                            
Change (%) over                                                             
 prior year                                                                 
  License              1.1%      1.7%      4.9%      3.3%    11.5%      2.8%
  Software                                                                  
   maintenance        10.0%     13.9%     18.2%     21.2%    22.0%     20.8%
  Professional                                                              
   services           17.9%     28.2%     36.0%     36.6%    39.7%     35.6%
                  -------- --------- --------- --------- -------- --------- 
Total unearned                                                              
 revenues              9.7%     13.7%     18.1%     20.3%    22.0%     19.6%
                  ======== ========= ========= ========= ======== ========= 
                                                                            
(1) Represents unearned revenues reported each quarter.                     
                                                                            

                   RECONCILIATION OF GAAP TO NON-GAAP DATA                  
                  For the Three Months Ended June 30, 2015                  
  (amounts in millions, except per share amounts, and shares in thousands)  
                                 (unaudited)                                
                                                                            
                                            Employer                 
                                             Payroll                 
                                            Taxes on                 
                                            Employee                 
                             Stock-Based      Stock     Intangible   
                      GAAP   Compensation Transactions Amortization  
                    -------- ------------ ------------ ------------  
Revenues:                                                            
  GSA settlement    $    (76)           -            -            -  
Total revenues      $  1,521            -            -            -  
                                                                     
Operating expenses:                                                  
  Cost of license                                                    
   revenues         $     46            -            -          (28) 
  Cost of services                                                   
   revenues         $    204          (10)           -           (1) 
  Research and                                                       
   development      $    322          (53)          (1)           -  
  Sales and                                                          
   marketing        $    565          (43)          (3)          (6) 
  General and                                                        
   administrative   $    180          (17)          (1)          (1) 
  Realignment                                                        
   charges          $     (2)           -            -            -  
                                                                     
Operating income    $    206          123            5           36  
Operating margin                                                     
 (2)                    13.5%         8.1%         0.3%         2.4% 
                                                                     
Other income        $      1            -            -            -  
                                                                     
Income before                                                        
 income taxes       $    213          123            5           36  
                                                                     
Income tax                                                           
 provision          $     41                                         
Tax rate (2)            19.3%                                        
                                                                     
Net Income          $    172          123            5           36  
                                                                     
Net income per                                                       
 weighted-average                                                    
 share, basic for                                                    
 Class A and Class                                                   
 B (2) (3)          $   0.41 $       0.29 $       0.01 $       0.09  
                                                                     
Net income per                                                       
 weighted-average                                                    
 share, diluted for                                                  
 Class A and Class                                                   
 B (2) (4)          $   0.40 $       0.29 $       0.01 $       0.08 
 
                                                                     
table continued below
                                                                    Non-   
                                Acquisition                         GAAP,   
                                 and Other                Tax         as    
                   Realignment    Related       GSA    Adjustment  adjusted 
                     Charges       Items    Settlement     (1)       (2)    
                   -----------  ----------- ---------- ----------  -------- 
Revenues:                                                                   
  GSA settlement             -            -         76          -  $      - 
Total revenues               -            -         76          -  $  1,597 
                                                                            
Operating expenses:                                                         
  Cost of license                                                           
   revenues                  -            -          -          -  $     18 
  Cost of services                                                          
   revenues                  -            -          -          -  $    192 
  Research and                                                              
   development               -            -          -          -  $    268 
  Sales and                                                                 
   marketing                 -            -          -          -  $    515 
  General and                                                               
   administrative            -          (42)         6          -  $    125 
  Realignment                                                               
   charges                   2            -          -          -  $      - 
                                                                            
Operating income            (2)          42         70          -  $    479 
Operating margin                                                            
 (2)                      (0.1)%        2.8%       4.6%         -      30.0%
                                                                            
Other income                 -           (1)         -          -  $      1 
                                                                            
Income before                                                               
 income taxes               (2)          41         70          -  $    486 
                                                                            
Income tax                                                                  
 provision                                                     49  $     90 
Tax rate (2)                                                           18.5%
                                                                            
Net Income                  (2)          41         70        (49) $    396 
                                                                            
Net income per                                                              
 weighted-average                                                           
 share, basic for                                                           
 Class A and Class                                                          
 B (2) (3)         $         -  $      0.10 $     0.16 $    (0.11) $   0.93 
                                                                            
Net income per                                                              
 weighted-average                                                           
 share, diluted for                                                         
 Class A and Class                                                          
 B (2) (4)         $         -  $      0.10 $     0.16 $    (0.11) $   0.93 
                                                                            
(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) Totals may not sum, due to rounding. 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 424,169 basic weighted-average shares for Class A 
    and Class B.                                                            
                                                                            
(4) Calculated based upon 426,797 diluted weighted-average shares for Class 
    A and Class B.                                                          
                                                                            
                                                                            
                                                                            
                   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)                                
                                                                            
                                         Employer                 
                                          Payroll                 
                                         Taxes on                 
                                         Employee                 
                           Stock-Based     Stock     Intangible   
                   GAAP   Compensation Transactions Amortization  
                 -------- ------------ ------------ ------------  
Operating                                                         
 expenses:                                                        
 Cost of license                                                  
  revenues       $     46           (1)           -          (27) 
 Cost of                                                          
  services                                                        
  revenues       $    172          (11)           -            -  
 Research and                                                     
  development    $    317          (66)          (1)          (2) 
 Sales and                                                        
  marketing      $    544          (43)          (1)          (5) 
 General and                                                      
  administrative $    179          (18)           -           (1) 
 Realignment                                                      
  charges        $     (1)           -            -            -  
                                                                  
Operating income $    200          139            2           35  
Operating margin                                                  
 (2)                 13.7%         9.6%         0.2%         2.4% 
                                                                  
Other income     $      -            -            -            -  
                                                                  
Income before                                                     
 income taxes    $    202          139            2           35  
                                                                  
Income tax                                                        
 provision       $     35                                         
Tax rate (2)         17.5%                                        
                                                                  
Net Income       $    167          139            2           35  
                                                                  
Net income per                                                    
 weighted-                                                        
 average share,                                                   
 basic for Class                                                  
 A and Class B                                                    
 (2) (3)         $   0.39 $       0.32 $       0.01 $       0.08  
                                                                  
Net income per                                                    
 weighted-                                                        
 average share,                                                   
 diluted for                                                      
 Class A and                                                      
 Class B (2) (4) $   0.38 $       0.32 $       0.01 $       0.08 
 
                                                                  
table continued below
                                                                    Non-   
                             Acquisition    Certain                 GAAP,   
                              and Other    Litigation     Tax         as    
                Realignment    Related     and Other   Adjustment  adjusted 
                  Charges       Items    Contingencies    (1)        (2)    
                -----------  ----------- ------------- ----------  -------- 
Operating                                                                   
 expenses:                                                                  
 Cost of license                                                            
  revenues                -            -             -          -  $     18 
 Cost of                                                                    
  services                                                                  
  revenues                -            -             -          -  $    161 
 Research and                                                               
  development             -            -             -          -  $    248 
 Sales and                                                                  
  marketing               -            -             -          -  $    495 
 General and                                                                
  administrative          -          (42)          (11)         -  $    107 
 Realignment                                                                
  charges                 1            -             -          -  $      - 
                                                                            
Operating income         (1)          42            11          -  $    428 
Operating margin                                                            
 (2)                   (0.1)%        2.9%          0.7%         -      29.4%
                                                                            
Other income              -            1             -          -  $      1 
                                                                            
Income before                                                               
 income taxes            (1)          43            11          -  $    431 
                                                                            
Income tax                                                                  
 provision                                                     45  $     80 
Tax rate (2)                                                           18.5%
                                                                            
Net Income               (1)          43            11        (45) $    351 
                                                                            
Net income per                                                              
 weighted-                                                                  
 average share,                                                             
 basic for Class                                                            
 A and Class B                                                              
 (2) (3)        $         -  $      0.10 $        0.02 $    (0.10) $   0.82 
                                                                            
Net income per                                                              
 weighted-                                                                  
 average share,                                                             
 diluted for                                                                
 Class A and                                                                
 Class B (2) (4)$         -  $      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) Totals may not sum, due to rounding. 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.                                                          
                                                                            
                                                                            
                                                                            
                   RECONCILIATION OF GAAP TO NON-GAAP DATA                  
                   For the Six Months Ended June 30, 2015                   
  (amounts in millions, except per share amounts, and shares in thousands)  
                                 (unaudited)                                
                                                                            
                                                 Employer                 
                                                  Payroll                 
                                                 Taxes on                 
                                                 Employee                 
                                  Stock-Based      Stock     Intangible   
                           GAAP   Compensation Transactions Amortization  
                         -------- ------------ ------------ ------------  
Revenues:                                                                 
  GSA settlement         $    (76)           -            -            -  
Total revenues           $  3,032            -            -            -  
                                                                          
Operating expenses:                                                       
  Cost of license                                                         
   revenues              $     96           (1)           -          (55) 
  Cost of services                                                        
   revenues              $    397          (22)          (1)          (1) 
  Research and                                                            
   development           $    627         (107)          (2)           -  
  Sales and marketing    $  1,100          (81)          (2)         (15) 
  General and                                                             
   administrative        $    367          (31)          (2)          (1) 
  Realignment charges    $     21            -            -            -  
                                                                          
Operating income         $    424          242            7           72  
Operating margin (2)         14.0%         8.0%         0.2%         2.4% 
                                                                          
Other income             $      -            -            -            -  
                                                                          
Income before income                                                      
 taxes                   $    436          242            7           72  
                                                                          
Income tax provision     $     68                                         
Tax rate (2)                 15.5%                                        
                                                                          
Net Income               $    368          242            7           72  
                                                                          
Net income per weighted-                                                  
 average share, basic                                                     
 for Class A and Class B                                                  
 (2) (3)                 $   0.86 $       0.57 $       0.02 $       0.17  
                                                                          
Net income per weighted-                                                  
 average share, diluted                                                   
 for Class A and Class B                                                  
 (2) (4)                 $   0.86 $       0.57 $       0.02 $       0.17  
                                                                          
table continued below
                                                                Certain     
                                     Acquisition               Litigation   
                                      and Other                and Other    
                        Realignment    Related        GSA    Contingencies  
                          Charges       Items     Settlement                
                        ------------ ------------ ---------- -------------  
Revenues:                                                                   
  GSA settlement                   -            -         76             -  
Total revenues                     -            -         76             -  
                                                                            
Operating expenses:                                                         
  Cost of license                                                           
   revenues                        -            -          -             -  
  Cost of services                                                          
   revenues                        -            -          -             -  
  Research and                                                              
   development                     -            -          -             -  
  Sales and marketing              -            -          -             -  
  General and                                                               
   administrative                  -          (84)         6           (11) 
  Realignment charges            (21)           -          -             -  
                                                                            
Operating income                  21           84         70            11  
Operating margin (2)             0.7%         2.8%       2.3%          0.4% 
                                                                            
Other income                       -           (3)         -             -  
                                                                            
Income before income                                                        
 taxes                            21           81         70            11  
                                                                            
Income tax provision                                                        
Tax rate (2)                                                                
                                                                            
Net Income                        21           81         70            11  
                                                                            
Net income per weighted-                                                    
 average share, basic                                                       
 for Class A and Class B                                                    
 (2) (3)                $       0.05 $       0.19 $     0.16 $        0.03  
                                                                            
Net income per weighted-                                                    
 average share, diluted                                                     
 for Class A and Class B                                                    
 (2) (4)                $       0.05 $       0.19 $     0.16 $        0.03  
                                                                            
table continued below
                                    Non-GAAP, 
                            Tax         as    
                        Adjustment   adjusted 
                           (1)         (2)    
                        ----------  --------- 
Revenues:                                     
  GSA settlement                 -  $       - 
Total revenues                   -  $   3,107 
                                              
Operating expenses:                           
  Cost of license                             
   revenues                      -  $      40 
  Cost of services                            
   revenues                      -  $     374 
  Research and                                
   development                   -  $     518 
  Sales and marketing            -  $   1,001 
  General and                                 
   administrative                -  $     243 
  Realignment charges            -  $       - 
                                              
Operating income                 -  $     931 
Operating margin (2)             -       30.0%
                                              
Other income                     -  $      (4)
                                              
Income before income                          
 taxes                           -  $     939 
                                              
Income tax provision           106  $     174 
Tax rate (2)                             18.5%
                                              
Net Income                    (106) $     765 
                                              
Net income per weighted-                      
 average share, basic                         
 for Class A and Class B                      
 (2) (3)                $    (0.25) $    1.80 
                                              
Net income per weighted-                      
 average share, diluted                       
 for Class A and Class B                      
 (2) (4)                $    (0.25) $    1.78 
                                              
(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) Totals may not sum, due to rounding. 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 426,055 basic weighted-average shares for Class A 
    and Class B.                                                            
                                                                            
(4) Calculated based upon 428,772 diluted weighted-average shares for Class 
    A and Class B.                                                          
                                                                            
                                                                            
                                                                            
                  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)                                 
                                       Employer                
                                        Payroll                
                                       Taxes  on               
                                       Employee                
                        Stock-Based      Stock     Intangible  
                  GAAP  Compensation Transactions Amortization 
                 ------ ------------ ------------ ------------ 
Operating                                                      
 expenses:                                                     
 Cost of license                                               
  revenues       $   96           (2)           -          (52)
 Cost of services                                              
  revenues       $  323          (20)           -            - 
 Research and                                                  
  development    $  610         (126)          (3)          (3)
 Sales and                                                     
  marketing      $1,018          (84)          (2)          (9)
 General and                                                   
  administrative $  330          (35)           -           (1)
 Realignment                                                   
  charges        $   (1)           -            -            - 
                                                               
Operating income $  441          267            5           65 
Operating margin                                               
 (2)               15.7%         9.4%         0.2%         2.3%
                                                               
Other income     $    -            -            -            - 
                                                               
Income before                                                  
 income taxes    $  447          267            5           65 
                                                               
Income tax                                                     
 provision       $   81                                        
Tax rate (2)       18.1%                                       
                                                               
Net Income       $  366          267            5           65 
                                                               
Net income per                                                 
 weighted-average                                              
 share, basic for                                              
 Class A and                                                   
 Class B (2) (3) $ 0.85 $       0.62 $       0.01 $       0.15 
                                                               
Net income per                                                 
 weighted-average                                              
 share, diluted                                                
 for Class A and                                               
 Class B (2) (4) $ 0.84 $       0.61 $       0.01 $       0.15 
                                                               
table continued below
                             Acquisition    Certain                  Non-   
                              and Other    Litigation      Tax     GAAP, as 
                 Realignment   Related     and Other   Adjustment  adjusted 
                   Charges      Items    Contingencies    (1)        (2)    
                 ----------- ----------- ------------- ----------  -------- 
Operating                                                                   
 expenses:                                                                  
 Cost of license                                                            
  revenues                 -           -             -          -  $     42 
 Cost of services                                                           
  revenues                 -           -             -          -  $    303 
 Research and                                                               
  development              -           -             -          -  $    478 
 Sales and                                                                  
  marketing                -           -             -          -  $    923 
 General and                                                                
  administrative           -         (65)          (11)         -  $    218 
 Realignment                                                                
  charges                  1           -             -          -  $      - 
                                                                            
Operating income          (1)         65            11          -  $    853 
Operating margin                                                            
 (2)                     0.0%        2.3%          0.4%         -      30.3%
                                                                            
Other income               -           2             -          -  $      2 
                                                                            
Income before                                                               
 income taxes             (1)         67            11          -  $    861 
                                                                            
Income tax                                                                  
 provision                                                     78  $    159 
Tax rate (2)                                                           18.5%
                                                                            
Net Income                (1)         67            11        (78) $    702 
                                                                            
Net income per                                                              
 weighted-average                                                           
 share, basic for                                                           
 Class A and                                                                
 Class B (2) (3) $         - $      0.16 $        0.02 $    (0.18) $   1.63 
                                                                            
Net income per                                                              
 weighted-average                                                           
 share, diluted                                                             
 for Class A and                                                            
 Class B (2) (4) $         - $      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) Totals may not sum, due to rounding. 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.                                                          
                                                                            
                                                                            
                                                                            
                              REVENUES BY TYPE                              
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                  Three Months Ended     Six Months Ended   
                                        June 30,             June 30,       
                                 --------------------  -------------------- 
                                    2015      2014       2015       2014    
                                 --------   ---------  --------   --------- 
Revenues:                                                                   
  License                        $    638   $     614  $  1,214   $   1,175 
  Services:                                                                 
    Software maintenance              829         737     1,641       1,438 
    Professional services             130         106       253         204 
                                 --------   ---------  --------   --------- 
  Total services                      959         843     1,894       1,642 
  GSA settlement                      (76)          -       (76)          - 
                                 --------   ---------  --------   --------- 
Total revenues                   $  1,521   $   1,457  $  3,032   $   2,817 
                                 ========   =========  ========   ========= 
                                                                            
                                                                            
Percentage of revenues:                                                     
  License                            42.0%       42.0%     40.1%       41.7%
  Services:                                                                 
    Software maintenance             54.5%       50.7%     54.1%       51.1%
    Professional services             8.5%        7.3%      8.3%        7.2%
                                 --------   ---------  --------   --------- 
  Total services                     63.0%       58.0%     62.4%       58.3%
  GSA settlement                     (5.0)%         -%     (2.5)%         -%
                                 --------   ---------  --------   --------- 
Total revenues                      100.0%      100.0%    100.0%      100.0%
                                 ========   =========  ========   ========= 
                                                                            
                                                                            
                                                                            
                           REVENUES BY GEOGRAPHY                            
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                  Three Months Ended     Six Months Ended   
                                       June 30,              June 30,       
                                 --------------------  -------------------- 
                                     2015     2014       2015       2014    
                                 ---------  ---------  ---------  --------- 
Revenues:                                                                   
  United States                  $     742  $     683  $   1,504  $   1,332 
  International                        779        774      1,528      1,485 
                                 ---------  ---------  ---------  --------- 
Total revenues                   $   1,521  $   1,457  $   3,032  $   2,817 
                                 =========  =========  =========  ========= 
                                                                            
                                                                            
Percentage of revenues:                                                     
  United States                       48.8%      46.9%      49.6%      47.3%
  International                       51.2%      53.1%      50.4%      52.7%
                                 ---------  ---------  ---------  --------- 
Total revenues                       100.0%     100.0%     100.0%     100.0%
                                 =========  =========  =========  ========= 
                                                                            
                                                                            
        RECONCILIATION OF GAAP CASH FLOWS FROM OPERATING ACTIVITIES         
                             TO FREE CASH FLOWS                             
                       (A NON-GAAP FINANCIAL MEASURE)                       
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                  Three Months Ended     Six Months Ended   
                                       June 30,              June 30,       
                                 --------------------  -------------------- 
                                     2015      2014       2015      2014    
                                 ---------  ---------  ---------  --------- 
GAAP cash flows from operating                                              
 activities                      $     316  $     409  $     999  $   1,159 
Capital expenditures                   (78)       (76)      (184)      (153)
                                 ---------  ---------  ---------  --------- 
Free cash flows                  $     238  $     333  $     815  $   1,006 
                                 =========  =========  =========  ========= 
                                                                            

About Non-GAAP Financial Measures

To provide investors and others with additional information regarding VMware's results, VMware has disclosed in this earnings release the following non-GAAP financial measures: non-GAAP revenues, 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, and the GSA settlement, 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 earnings release (i) quarterly historical data for total revenues, excluding the GSA settlement; and (ii) data on the percentage change in total revenues and license revenues plus the sequential change in unearned revenues and unearned license revenues, respectively, excluding the reduction of total revenues due to the GSA settlement during the second quarter of 2015. VMware's 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 charges 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. VMware's 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 may be paid in cash or VMware stock, at the option of VMware. These accruals are primarily composed of amounts VMware has committed to make to designated founders and key executives of AirWatch, subject to employment conditions and indemnification claims, if any. Additionally, charges recognized for non-recoverable strategic investments or gains recognized on the disposition of strategic investments 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.
  • GSA Settlement. During the second quarter of 2015, VMware reached an agreement with the Department of Justice ("DOJ") and the General Services Administration ("GSA") to resolve allegations that its sales practices between 2006 and 2013 had violated the federal False Claims Act. The settlement amount was $76 million and was recorded as a reduction of total revenues. VMware believes it is useful to exclude these amounts because we do not consider them to be part of the ongoing operations of our business and because of the singular nature of the claims underlying the matter.
  • 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's 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.

Growth in Constant Currency

A majority of our sales are denominated in the U.S. dollar; however, we also invoice and collect in the euro, the British pound, the Japanese yen, the Australian dollar and the Chinese renminbi in their respective regions. The U.S. dollar is the functional currency for all of our legal entities. At the time a non-U.S. dollar transaction is recorded, the value of the transaction is converted into U.S. dollars at the exchange rate in effect for the month in which each order is booked.

As a result, the amount of license and total revenues and unearned revenues derived from these transactions will be impacted by foreign exchange fluctuations. In order to provide a comparable framework for assessing how our business performed adjusted for the impact of foreign currency fluctuations, management analyzes year-over-year license and total revenue growth on a constant currency basis.

Revenue Growth in Constant Currency and Sequential Change in Unearned Revenues

License and total revenues recognized during the current period derived from non-U.S. dollar based transactions were converted into U.S. dollars using the exchange rates that were effective in the comparable prior year period. The calculated current period license and total revenues, adjusted for foreign currency fluctuations, is compared to the license and total revenues of the comparable prior year period, as reported, in calculating license and total revenue growth in constant currency. Non-U.S. dollar based transactions for which revenue was recognized in both the current period and the comparable prior year period do not have a significant year over year foreign exchange impact and are excluded from the calculation.

Unearned license revenues and unearned total revenues at the end of the period, derived from non-U.S. dollar transactions recorded during the current period, were adjusted for foreign currency fluctuations using the exchange rates that were effective in the comparable prior year period. Unearned license revenues and unearned total revenues, adjusted for foreign currency fluctuations at the end of the period, are compared to unearned license revenues and unearned total revenues at the beginning of the period, as reported, in determining the sequential change in unearned revenues.

   Contacts:Paul ZiotsVMware Investor [email protected] ThackerVMware Global [email protected]

Source: VMware, Inc.



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