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VMware Reports Fourth Quarter and Full Year 2016 Results

January 26, 2017 4:15 PM

PALO ALTO, CA -- (Marketwired) -- 01/26/17 -- VMware, Inc. (NYSE: VMW), a leader in cloud infrastructure and business mobility, today announced financial results for the fourth quarter and full year of 2016:

Quarterly Review

Annual Review

The company also announced that its Board of Directors has authorized the repurchase of up to $1.2 billion of its Class A common stock through the end of fiscal 2018, ending on February 2, 2018. Stock will be purchased from time to time, in the open market or through private transactions, subject to market conditions. The stock repurchase authorization is in addition to the Company's ongoing $500 million stock repurchase program announced in December 2016.

"Q4 closed out a strong fiscal 2016 and was one of the most balanced quarters for VMware in years," said Pat Gelsinger, chief executive officer, VMware. "We're very pleased with our strong product momentum and customer enthusiasm for our Cloud strategy. We believe we have the world's most complete and capable hybrid cloud architecture, uniquely offering customers freedom and control in their infrastructure decisions."

Zane Rowe, executive vice president and chief financial officer, VMware, said, "This was a very good year for VMware demonstrated by strong revenue, earnings and cash flow growth, as well as a significant amount of capital returned to shareholders in the form of stock repurchases. We're pleased to announce the authorization of an additional $1.2 billion of stock repurchases to be completed during fiscal 2018."

Recent Highlights & Strategic Announcements

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, a global leader in cloud infrastructure and business mobility, helps customers accelerate their digital transformation. VMware enables enterprises to master a software-defined approach to business and IT with its Cross-Cloud Architecture™ and solutions for the data center, mobility, and security. With 2016 revenue of $7.09 billion, VMware is headquartered in Palo Alto, CA and has over 500,000 customers and 75,000 partners worldwide.

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, vSphere, VMware Cloud, VMworld, VMware vSAN, vRealize, vRealize Automation, VMware Ready, Horizon, Horizon Air, Horizon FLEX, VMware App Volumes, and Cross-Cloud Architecture 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.

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 VMware's product momentum and stock repurchase plans; the anticipated availability of the VMware Cloud on AWS; and the expected benefits to customers of VMware Cloud on AWS, VMware's recent product releases and VMware's growing number of NFV partnerships. 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) VMware's ability to enter into and maintain strategically effective partnerships; (vi) the uncertainty of customer acceptance of emerging technology; (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 Dell Technologies and Dell's ability to control matters requiring stockholder approval, including the election of VMware's board members and matters relating to Dell's investment in VMware; (x) VMware's ability to protect its proprietary technology; (xi) VMware's ability to attract and retain highly qualified employees; (xii) the ability to successfully integrate acquired companies and assets into VMware; (xiii) the ability of VMware to realize synergies from Dell; (xiv) disruptions resulting from key management changes; (xv) fluctuating currency exchange rates; (xvi) changes in VMware's financial condition; (xvii) potential disruptions relating to the transition to Dell's fiscal year and further business integrations with Dell, (xviii) changes in business opportunities and priorities that could cause VMware to consider alternative uses of cash; and (xix) fluctuations in the level of cash held in the United States that is available for stock repurchases. These forward-looking statements are made as of the date of this press release, 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.

                                                                            
                               VMware, Inc.                                 
                                                                            
                     CONSOLIDATED STATEMENTS OF INCOME                      
  (amounts in millions, except per share amounts, and shares in thousands)  
                                (unaudited)                                 
                                                                            
                                                                            
                                  Three Months Ended    Twelve Months Ended 
                                     December 31,          December 31,     
                                 --------------------- ---------------------
                                    2016       2015       2016       2015   
                                 ---------- ---------- ---------- ----------
                                                                            
Revenue:                                                                    
  License                        $     887  $     825  $   2,794  $   2,720 
  Services                           1,145      1,043      4,299      3,927 
  GSA settlement                         -          -          -        (76)
                                 ---------- ---------- ---------- ----------
Total revenue                        2,032      1,868      7,093      6,571 
Operating expenses(1):                                                      
  Cost of license revenue               38         44        159        186 
  Cost of services revenue             237        222        894        832 
  Research and development             395        342      1,503      1,300 
  Sales and marketing                  646        612      2,357      2,267 
  General and administrative           173        198        689        766 
  Realignment                            -          3         52         23 
                                 ---------- ---------- ---------- ----------
Operating income                       543        447      1,439      1,197 
Investment income                       21         11         77         49 
Interest expense with Dell              (7)        (7)       (26)       (26)
Other income (expense), net             (8)         2        (17)        (7)
                                 ---------- ---------- ---------- ----------
Income before income tax               549        453      1,473      1,213 
Income tax provision                   108         80        287        216 
                                 ---------- ---------- ---------- ----------
Net income                       $     441  $     373  $   1,186  $     997 
                                 ========== ========== ========== ==========
                                                                            
Net income per weighted-average                                             
 share, basic for Class A and                                               
 Class B                         $    1.07  $    0.89  $    2.82  $    2.35 
                                                                            
Net income per weighted-average                                             
 share, diluted for Class A and                                             
 Class B                         $    1.04  $    0.88  $    2.78  $    2.34 
                                                                            
Weighted-average shares, basic                                              
 for Class A and Class B           412,118    421,640    420,520    424,003 
Weighted-average shares, diluted                                            
 for Class A and Class B           416,512    422,858    423,994    426,547 
______                                                                      
(1) Includes stock-based                                                    
 compensation as follows:                                                   
  Cost of license revenue        $       1  $       1  $       2  $       2 
  Cost of services revenue              14         11         52         44 
  Research and development              81         62        305        226 
  Sales and marketing                   49         44        195        168 
  General and administrative            20         17         82         64 
                                                                            
                                                                            
                               VMware, Inc.                                 
                                                                            
                        CONSOLIDATED BALANCE SHEETS                         
  (amounts in millions, except per share amounts, and shares in thousands)  
                                (unaudited)                                 
                                                                            
                                                December 31,   December 31, 
                                                    2016           2015     
                                               -------------- --------------
                                                                            
                    ASSETS                                                  
Current assets:                                                             
  Cash and cash equivalents                    $       2,790  $       2,493 
  Short-term investments                               5,195          5,016 
  Accounts receivable, net of allowance for                                 
   doubtful accounts of $2 and $2                      1,856          1,633 
  Due from related parties, net                          132             74 
  Other current assets                                   362            144 
                                               -------------- --------------
Total current assets                                  10,335          9,360 
Property and equipment, net                            1,049          1,128 
Other assets                                             248            193 
Deferred tax assets                                      462            456 
Intangible assets, net                                   517            616 
Goodwill                                               4,032          3,993 
                                               -------------- --------------
    Total assets                               $      16,643  $      15,746 
                                               ============== ==============
                                                                            
     LIABILITIES AND STOCKHOLDERS' EQUITY                                   
Current liabilities:                                                        
  Accounts payable                             $         125  $         138 
  Accrued expenses and other                             898            746 
  Unearned revenue                                     3,531          3,245 
                                               -------------- --------------
Total current liabilities                              4,554          4,129 
Notes payable to Dell                                  1,500          1,500 
Unearned revenue                                       2,093          1,831 
Other liabilities                                        399            363 
                                               -------------- --------------
    Total liabilities                                  8,546          7,823 
Contingencies                                                               
Stockholders' equity:                                                       
  Class A common stock, par value $.01;                                     
   authorized 2,500,000 shares; issued and                                  
   outstanding 108,351 and 121,947 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                           1,721          2,728 
  Accumulated other comprehensive income                                    
   (loss)                                                 (9)            (8)
  Retained earnings                                    6,381          5,195 
                                               -------------- --------------
    Total VMware, Inc.'s stockholders' equity          8,097          7,919 
Non-controlling interests                                  -              4 
                                               -------------- --------------
    Total stockholders' equity                         8,097          7,923 
                                               -------------- --------------
      Total liabilities and stockholders'                                   
       equity                                  $      16,643  $      15,746 
                                               ============== ==============
                                                                            
                                                                            
                               VMware, Inc.                                 
                                                                            
                   CONSOLIDATED STATEMENTS OF CASH FLOWS                    
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                  Three Months Ended    Twelve Months Ended 
                                     December 31,          December 31,     
                                 --------------------- ---------------------
                                    2016       2015       2016       2015   
                                 ---------- ---------- ---------- ----------
Operating activities:                                                       
Net income                       $     441  $     373  $   1,186  $     997 
Adjustments to reconcile net                                                
 income to net cash provided by                                             
 operating activities:                                                      
  Depreciation and amortization         83         90        345        335 
  Stock-based compensation             165        135        636        504 
  Excess tax benefits from                                                  
   stock-based compensation             (9)         -        (15)       (28)
  Deferred income taxes, net            16         12         (8)       (31)
  Gain on Dell share repurchase         (8)         -         (8)         - 
  Impairment of strategic                                                   
   investments                           2          -         14          5 
  Loss on disposal of assets             4          -         16          - 
  Other                                  1         (1)        (2)        (1)
  Changes in assets and                                                     
   liabilities, net of                                                      
   acquisitions:                                                            
    Accounts receivable               (737)      (622)      (224)      (114)
    Other assets                      (195)        17       (215)        32 
    Due to/from related parties,                                            
     net                              (109)       (52)       (54)       (21)
    Accounts payable                    17          1         (9)       (35)
    Accrued expenses                   251        154        187          1 
    Income taxes payable                11        (10)       (15)        13 
    Unearned revenue                   530        391        547        242 
                                 ---------- ---------- ---------- ----------
Net cash provided by operating                                              
 activities                            463        488      2,381      1,899 
                                 ---------- ---------- ---------- ----------
                                                                            
Investing activities:                                                       
Additions to property and                                                   
 equipment                             (44)       (59)      (153)      (333)
Purchases of available-for-sale                                             
 securities                           (389)      (648)    (3,725)    (3,323)
Sales of available-for-sale                                                 
 securities                            458        494      2,227      2,193 
Maturities of available-for-sale                                            
 securities                            294        261      1,307      1,100 
Proceeds from disposal of assets         -          -          3          - 
Purchases of strategic                                                      
 investments                           (16)        (3)       (49)       (14)
Proceeds from sales of strategic                                            
 investments                             -          1          1          4 
Business combinations, net of                                               
 cash acquired                         (15)       (17)       (74)       (38)
Decrease (increase) in                                                      
 restricted cash                         -         (2)        (2)        75 
                                 ---------- ---------- ---------- ----------
Net cash provided by (used in)                                              
 investing activities                  288         27       (465)      (336)
                                 ---------- ---------- ---------- ----------
                                                                            
Financing activities:                                                       
Proceeds from issuance of common                                            
 stock                                   2          3        109        126 
Proceeds from non-controlling                                               
 interests                               -          -          -          4 
Payment to acquire non-                                                     
 controlling interests                   -          -         (4)         - 
Repurchase of common stock            (559)       (75)    (1,575)    (1,125)
Excess tax benefits from stock-                                             
 based compensation                      9          -         15         28 
Shares repurchased for tax                                                  
 withholdings on vesting of                                                 
 restricted stock                      (67)       (33)      (164)      (174)
                                 ---------- ---------- ---------- ----------
Net cash used in financing                                                  
 activities                           (615)      (105)    (1,619)    (1,141)
                                 ---------- ---------- ---------- ----------
Net increase in cash and cash                                               
 equivalents                           136        410        297        422 
Cash and cash equivalents at                                                
 beginning of the period             2,654      2,083      2,493      2,071 
                                 ---------- ---------- ---------- ----------
Cash and cash equivalents at end                                            
 of the period                   $   2,790  $   2,493  $   2,790  $   2,493 
                                 ========== ========== ========== ==========
                                                                            
Supplemental disclosures of cash                                            
 flow information:                                                          
Cash paid for interest           $       8  $       7  $      29  $      28 
Cash paid for taxes, net               255         76        467        231 
Non-cash items:                                                             
Changes in capital additions,                                               
 accrued but not paid            $       8  $       -  $      (7) $     (49)
Changes in tax withholdings on                                              
 vesting of restricted stock,                                               
 accrued but not paid                    2          1          3         (2)
                                                                            
                                                                            
                                VMware, Inc.                                
                                                                            
        GROWTH IN REVENUE PLUS SEQUENTIAL CHANGE IN UNEARNED REVENUE        
                                (in millions)                               
                                 (unaudited)                                
                                                                            
     Growth in Total Revenue Plus Sequential Change in Unearned Revenue     
----------------------------------------------------------------------------
                                                                            
                                                         Three Months Ended 
                                                            December 31,    
                                                        --------------------
                                                           2016       2015  
                                                        ---------- ---------
                                                                            
Total revenue, as reported                              $   2,032  $   1,868
Sequential change in unearned revenue                         530        391
                                                        ---------- ---------
Total revenue plus sequential change in unearned                            
 revenue                                                $   2,562  $   2,259
                                                        ========== =========
                                                                            
                                                        ----------          
Change (%) over prior year, as reported                        13%          
                                                        ----------          
                                                                            
Growth in License Revenue Plus Sequential Change in Unearned License Revenue
----------------------------------------------------------------------------
                                                                            
                                                         Three Months Ended 
                                                            December 31,    
                                                        --------------------
                                                           2016       2015  
                                                        ---------- ---------
                                                                            
Total license revenue, as reported                      $     887  $     825
Sequential change in unearned license revenue                  78         24
                                                        ---------- ---------
Total license revenue plus sequential change in                             
 unearned license revenue                               $     965  $     849
                                                        ========== =========
                                                                            
                                                        ----------          
Change (%) over prior year, as reported                        14%          
                                                        ----------          
                                                                            
                                                                            
                               VMware, Inc.                                 
                                                                            
                       SUPPLEMENTAL REVENUE SCHEDULE                        
             (INCLUDES RECONCILIATION OF GAAP TO NON-GAAP DATA)             
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                     Three Months Ended                     
                ------------------------------------------------------------ 
                December  September   June      March    December  September
                31, 2016  30, 2016  30, 2016  31, 2016   31, 2015  30, 2015 
                --------- --------- --------- ---------- --------- ---------
Revenue as                                                                  
 reported(1):                                                               
  License       $    887  $    691  $    644  $    572   $    825  $    681 
  Software                                                                  
   maintenance       987       947       915       891        901       863 
  Professional                                                              
   services          158       140       134       126        142       128 
                --------- --------- --------- ---------- --------- ---------
Total revenue   $  2,032  $  1,778  $  1,693  $  1,589   $  1,868  $  1,672 
                ========= ========= ========= ========== ========= =========
                                                                            
Change (%) over                                                             
 prior year:                                                                
  License            7.5%      1.4%      0.9%     (0.7)%      6.2%      6.6%
  Software                                                                  
   maintenance       9.6%      9.7%     10.4%      9.7%      12.1%     10.8%
  Professional                                                              
   services         11.3%     10.7%      3.5%      2.7%      16.1%     31.3%
                --------- --------- --------- ---------- --------- ---------
Total revenue        8.8%      6.4%     11.3%      5.2%       9.7%     10.3%
                ========= ========= ========= ========== ========= =========
                                                                            
Revenue as                                                                  
 reported,                                                                  
 excluding GSA                                                              
 settlement(2):                                                             
  License       $    887  $    691  $    644  $    572   $    825  $    681 
  Software                                                                  
   maintenance       987       947       915       891        901       863 
  Professional                                                              
   services          158       140       134       126        142       128 
                --------- --------- --------- ---------- --------- ---------
Non-GAAP total                                                              
 revenue        $  2,032  $  1,778  $  1,693  $  1,589   $  1,868  $  1,672 
                ========= ========= ========= ========== ========= =========
                                                                            
Change (%) over                                                             
 prior year:                                                                
  License            7.5%      1.4%      0.9%     (0.7)%      6.2%      6.6%
  Software                                                                  
   maintenance       9.6%      9.7%     10.4%      9.7%      12.1%     10.8%
  Professional                                                              
   services         11.3%     10.7%      3.5%      2.7%      16.1%     31.3%
                --------- --------- --------- ---------- --------- ---------
Non-GAAP total                                                              
 revenue             8.8%      6.4%      6.0%      5.2%       9.7%     10.3%
                ========= ========= ========= ========== ========= =========
                                                                            
(1)   Represents revenue reported each quarter.                             
                                                                            
(2)   Represents revenue reported each quarter less the reduction of revenue
      due to the GSA settlement recognized in the second quarter of 2015.   
                                                                            
                                                                            
                               VMware, Inc.                                 
                                                                            
                  SUPPLEMENTAL UNEARNED REVENUE SCHEDULE                    
                               (in millions)                                
                                (unaudited)                                 
                                                                            
             December  September   June       March    December   September     
              31,2016   30,2016   30,2016    31,2016    31,2015    30,2015  
             --------- --------- ---------- ---------- ---------- ----------
Unearned                                                                    
 revenue as                                                                 
 reported:                                                                  
  License    $    503  $    425  $    455   $    415   $    428   $    404  
  Software                                                                  
   mainten-                                                                
   ance         4,628     4,201     4,189      4,105      4,174      3,850  
  Profession-                                                                
   al                                                                       
   services       493       468       478        456        474        432  
             --------- --------- ---------- ---------- ---------- ----------
Total                                                                       
 unearned                                                                   
 revenue     $  5,624  $  5,094  $  5,122   $  4,976   $  5,076   $  4,686  
             ========= ========= ========== ========== ========== ==========
                                                                            
Change (%)                                                                  
 over prior                                                                 
 year:                                                                      
  License        17.4%      5.1%     (5.5)%    (11.0)%    (12.2)%     (5.6)%
  Software                                                                  
   mainten-                                                                
   ance          10.9%      9.1%      7.6%       6.7%       6.9%       8.2% 
  Profession-                                                                
   al                                                                       
   services       3.9%      8.6%      9.2%       6.0%       7.9%      11.2% 
             --------- --------- ---------- ---------- ---------- ----------
Total                                                                       
 unearned                                                                   
 revenue         10.8%      8.7%      6.4%       4.9%       5.0%       7.1% 
             ========= ========= ========== ========== ========== ==========
                                                                            
                                                                            
                                VMware, Inc.                                
                                                                            
                  RECONCILIATION OF GAAP TO NON-GAAP DATA                   
                For the Three Months Ended December 31, 2016                
  (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 revenue $   38            (1)            -           (24)
  Cost of services                                                         
   revenue                $  237           (14)            -            (1)
  Research and                                                             
   development            $  395           (81)            -             - 
  Sales and marketing     $  646           (49)           (2)           (5)
  General and                                                              
   administrative         $  173           (20)            -             - 
                                                                           
Operating income          $  543           165             2            30 
Operating margin(2)         26.7%          8.1%          0.1%          1.5%
                                                                           
Other income (expense),                                                    
 net                      $   (8)            -             -             - 
                                                                           
Income before income tax  $  549           165             2            30 
                                                                           
Income tax provision      $  108                                           
Tax rate(2)                 19.6%                                          
                                                                           
Net income                $  441           165             2            30 
                                                                           
Net income per weighted-                                                   
 average share, diluted                                                    
 for Class A and Class                                                     
 B(2) (3)                 $ 1.04  $       0.40  $          -  $       0.07 
                                                                           
table continued below
                                                                            
                          Acquisition    Gain on                  Non-GAAP, 
                           and Other      Share         Tax           as    
                            Related     Repurchase   Adjustment    adjusted 
                             Items         (4)           (1)         (2)    
                         ---------------------------------------------------
Operating expenses:                                                         
  Cost of license revenue           -            -             -  $      14 
  Cost of services                                                          
   revenue                          -            -             -  $     222 
  Research and                                                              
   development                      -            -             -  $     314 
  Sales and marketing               -            -             -  $     591 
  General and                                                               
   administrative                  (9)           -             -  $     144 
                                                                            
Operating income                    9            -             -  $     747 
Operating margin(2)               0.4%           -             -       36.8%
                                                                            
Other income (expense),                                                     
 net                                6           (8)            -  $     (11)
                                                                            
Income before income tax           15           (8)            -  $     751 
                                                                            
Income tax provision                                          46  $     154 
Tax rate(2)                                                            20.5%
                                                                            
Net income                         15           (8)          (46) $     597 
                                                                            
Net income per weighted-                                                    
 average share, diluted                                                     
 for Class A and Class                                                      
 B(2) (3)                 $      0.04  $         -  $      (0.11) $    1.43 
                                                                            
(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 as well as significant
      tax adjustments. 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 revenue 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 416,512 diluted weighted-average shares for     
      Class A and Class B.                                                  
                                                                            
(4)   In December 2016, VMware entered into a stock purchase agreement with 
      Dell and Dell's wholly-owned subsidiary, EMC Equity Assets LLC ("EMC")
      pursuant to which VMware agreed to purchase $500 million of VMware    
      Class A common stock from EMC. The final aggregate number of shares   
      purchased will be determined based on a volume-weighted average price,
      less a contractually agreed upon discount. As of December 31, 2016,   
      VMware had made an up-front payment of $375 million, as well as       
      recognized a derivative asset and related $8 million gain in Other    
      income (expense), net. The derivative asset is related to its         
      obligation to repurchase $125 million of additional shares and is     
      measured at fair value on a recurring basis. In accordance with U.S.  
      GAAP, diluted net income per share does not include the impact of the 
      remeasurement.                                                        
                                                                            
                                VMware, Inc.                                
                                                                            
                  RECONCILIATION OF GAAP TO NON-GAAP DATA                   
                For the Three Months Ended December 31, 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 
                          -------------------------------------------------
                                                                           
Operating expenses:                                                        
  Cost of license revenue $   44            (1)            -           (25)
  Cost of services                                                         
   revenue                $  222           (11)            -            (1)
  Research and                                                             
   development            $  342           (62)           (1)            - 
  Sales and marketing     $  612           (44)           (1)           (7)
  General and                                                              
   administrative         $  198           (17)            -            (1)
  Realignment             $    3             -             -             - 
                                                                           
Operating income          $  447           135             2            34 
Operating margin(2)         23.9%          7.2%          0.1%          1.8%
                                                                           
Other income (expense),                                                    
 net                      $    2             -             -             - 
                                                                           
Income before income tax  $  453           135             2            34 
                                                                           
Income tax provision      $   80                                           
Tax rate(2)                 17.5%                                          
                                                                           
Net income                $  373           135             2            34 
                                                                           
Net income per weighted-                                                   
 average share, diluted                                                    
 for Class A and Class                                                     
 B(2) (3)                 $ 0.88  $       0.32  $       0.01  $       0.08 
                                                                           
table continued below
                                                                            
                                       Acquisition                Non-GAAP, 
                                        and Other       Tax           as    
                          Realignment    Related     Adjustment    adjusted 
                            Charges       Items          (1)         (2)    
                         ---------------------------------------------------
                                                                            
Operating expenses:                                                         
  Cost of license revenue           -            -             -  $      18 
  Cost of services                                                          
   revenue                          -            -             -  $     210 
  Research and                                                              
   development                      -            -             -  $     280 
  Sales and marketing               -            -             -  $     559 
  General and                                                               
   administrative                   -          (35)            -  $     145 
  Realignment                      (3)           -             -  $       - 
                                                                            
Operating income                    3           35             -  $     656 
Operating margin(2)               0.2%         1.9%            -       35.1%
                                                                            
Other income (expense),                                                     
 net                                -           (2)            -  $       - 
                                                                            
Income before income tax            3           33             -  $     660 
                                                                            
Income tax provision                                          46  $     126 
Tax rate(2)                                                            19.0%
                                                                            
Net income                          3           33           (46) $     534 
                                                                            
Net income per weighted-                                                    
 average share, diluted                                                     
 for Class A and Class                                                      
 B(2) (3)                 $      0.01  $      0.08  $      (0.11) $    1.26 
                                                                            
(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 as well as significant
      tax adjustments. 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 revenue 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 422,858 diluted weighted-average shares for     
      Class A and Class B.                                                  
                                                                            
                                                                            
                                VMware, Inc.                                
                                                                            
                  RECONCILIATION OF GAAP TO NON-GAAP DATA                   
               For the Twelve Months Ended December 31, 2016                
  (amounts in millions, except per share amounts, and shares in thousands)  
                                (unaudited)                                 
                                                                            
                                      Employer                              
                                       Payroll                              
                                      Taxes on                              
                                      Employee                              
                       Stock-Based      Stock      Intangible   Realignment 
               GAAP   Compensation  Transactions  Amortization    Charges   
              --------------------------------------------------------------
Operating                                                                   
 expenses:                                                                  
  Cost of                                                                   
   license                                                                  
   revenue    $  159            (2)            -          (100)           - 
  Cost of                                                                   
   services                                                                 
   revenue    $  894           (52)           (1)           (2)           - 
  Research                                                                  
   and                                                                      
   develop-                                                               
   ment       $1,503          (305)           (1)            -            - 
  Sales and                                                                 
   marketing  $2,357          (195)           (5)          (22)           - 
  General and                                                               
   administra-                                                               
   tive       $  689           (82)           (1)           (1)           - 
  Realignment $   52             -             -             -          (52)
                                                                            
Operating                                                                   
 income       $1,439           636             8           125           52 
Operating                                                                   
 margin(2)      20.3%          9.0%          0.1%          1.8%         0.7%
                                                                            
Other income                                                                
 (expense),                                                                 
 net          $  (17)            -             -             -            - 
                                                                            
Income before                                                               
 income tax   $1,473           636             8           125           52 
                                                                            
Income tax                                                                  
 provision    $  287                                                        
Tax rate(2)     19.5%                                                       
                                                                            
Net income    $1,186           636             8           125           52 
                                                                            
Net income                                                                  
 per                                                                        
 weighted-                                                                  
 average                                                                    
 share,                                                                     
 diluted for                                                                
 Class A and                                                                
 Class B(2)                                                                 
 (3)          $ 2.78  $       1.50  $       0.02  $       0.30  $      0.12 
                                                                            
table continued below
                                                                  
              Acquisition    Gain on                              
               and Other      Share         Tax        Non-GAAP,  
                Related     Repurchase   Adjustment   as adjusted 
                 Items         (4)           (1)          (2)     
             -----------------------------------------------------
Operating                                                         
 expenses:                                                        
  Cost of                                                         
   license                                                        
   revenue              -            -             -  $        57 
  Cost of                                                         
   services                                                       
   revenue              -            -             -  $       839 
  Research                                                        
   and                                                            
   develop-                                                       
   ment                 -            -             -  $     1,197 
  Sales and                                                       
   marketing            -            -             -  $     2,134 
  General and                                                     
   administra-                                                    
   tive               (34)           -             -  $       572 
  Realignment           -            -             -  $         - 
                                                                  
Operating                                                         
 income                34            -             -  $     2,294 
Operating                                                         
 margin(2)            0.5%           -             -         32.3%
                                                                  
Other income                                                      
 (expense),                                                       
 net                   20           (8)            -  $        (5)
                                                                  
Income before                                                     
 income tax            54           (8)            -  $     2,340 
                                                                  
Income tax                                                        
 provision                                       191  $       478 
Tax rate(2)                                                  20.4%
                                                                  
Net income             54           (8)         (191) $     1,862 
                                                                  
Net income                                                        
 per                                                              
 weighted-                                                        
 average                                                          
 share,                                                           
 diluted for                                                      
 Class A and                                                      
 Class B(2)                                                       
 (3)          $      0.13  $         -  $      (0.45) $      4.39 
                                                                  
(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 as well as significant
      tax adjustments. 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 revenue 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 423,994 diluted weighted-average shares for     
      Class A and Class B.                                                  
                                                                            
(4)   In December 2016, VMware entered into a stock purchase agreement with 
      Dell and Dell's wholly-owned subsidiary, EMC Equity Assets LLC ("EMC")
      pursuant to which VMware agreed to purchase $500 million of VMware    
      Class A common stock from EMC. The final aggregate number of shares   
      purchased will be determined based on a volume-weighted average price,
      less a contractually agreed upon discount. As of December 31, 2016,   
      VMware had made an up-front payment of $375 million, as well as       
      recognized a derivative asset and related $8 million gain in Other    
      income (expense), net. The derivative asset is related to its         
      obligation to repurchase $125 million of additional shares and is     
      measured at fair value on a recurring basis. In accordance with U.S.  
      GAAP, diluted net income per share does not include the impact of the 
      remeasurement.                                                        
                                                                            
                                                                            
                                VMware, Inc.                                
                                                                            
                  RECONCILIATION OF GAAP TO NON-GAAP DATA                   
               For the Twelve Months Ended December 31, 2015                
  (amounts in millions, except per share amounts, and shares in thousands)  
                                (unaudited)                                 
                                                                            
                                      Employer                              
                                       Payroll                              
                                      Taxes on                              
                                      Employee                              
                       Stock-Based      Stock      Intangible   Realignment 
               GAAP   Compensation  Transactions  Amortization    Charges   
              --------------------------------------------------------------
                                                                            
Revenue:                                                                    
  GSA                                                                       
   settlement $  (76)            -             -             -            - 
Total revenue $6,571             -             -             -            - 
                                                                            
Operating                                                                   
 expenses:                                                                  
  Cost of                                                                   
   license                                                                  
   revenue    $  186            (2)            -          (107)           - 
  Cost of                                                                   
   services                                                                 
   revenue    $  832           (44)           (1)           (3)           - 
  Research                                                                  
   and                                                                      
   develop-                                                               
   ment       $1,300          (226)           (3)            -            - 
  Sales and                                                                 
   marketing  $2,267          (168)           (5)          (28)           - 
  General and                                                               
   administra-                                                               
   tive       $  766           (64)           (2)           (3)           - 
  Realignment $   23             -             -             -          (23)
                                                                            
Operating                                                                   
 income       $1,197           504            11           141           23 
Operating                                                                   
 margin(2)      18.2%          7.7%          0.2%          2.1%         0.4%
                                                                            
Other income                                                                
 (expense),                                                                 
 net          $   (7)            -             -             -            - 
                                                                            
Income before                                                               
 income tax   $1,213           504            11           141           23 
                                                                            
Income tax                                                                  
 provision    $  216                                                        
Tax rate(2)     17.8%                                                       
                                                                            
Net income    $  997           504            11           141           23 
                                                                            
Net income                                                                  
 per                                                                        
 weighted-                                                                  
 average                                                                    
 share,                                                                     
 diluted for                                                                
 Class A and                                                                
 Class B(2)                                                                 
 (3)          $ 2.34  $       1.18  $       0.03  $       0.33  $      0.05 
                                                                            
table continued below
                                                                            
              Acquisition                Certain                  Non-GAAP, 
               and Other               Litigation       Tax          as    
                Related       GSA       and Other    Adjustment   adjusted 
                 Items    Settlement  Contingencies     (1)          (2)    
             ---------------------------------------------------------------
                                                                            
Revenue:                                                                    
  GSA                                                                       
   settlement           -         76             -             -  $       - 
Total revenue           -         76             -             -  $   6,647 
                                                                            
Operating                                                                   
 expenses:                                                                  
  Cost of                                                                   
   license                                                                  
   revenue              -          -             -             -  $      77 
  Cost of                                                                   
   services                                                                 
   revenue              -          -             -             -  $     784 
  Research                                                                  
   and                                                                      
   develop-                                                               
   ment                 -          -             -             -  $   1,072 
  Sales and                                                                 
   marketing            -          -             -             -  $   2,066 
  General and                                                               
   administra-                                                               
   tive              (158)         6           (11)            -  $     534 
  Realignment           -          -             -             -  $       - 
                                                                            
Operating                                                                   
 income               158         70            11             -  $   2,114 
Operating                                                                   
 margin(2)            2.4%       1.1%          0.2%            -       31.8%
                                                                            
Other income                                                                
 (expense),                                                                 
 net                   (1)         -             -             -  $      (7)
                                                                            
Income before                                                               
 income tax           158         70            11             -  $   2,130 
                                                                            
Income tax                                                                  
 provision                                                   181  $     398 
Tax rate(2)                                                            18.7%
                                                                            
Net income            158         70            11          (181) $   1,732 
                                                                            
Net income                                                                  
 per                                                                        
 weighted-                                                                  
 average                                                                    
 share,                                                                     
 diluted for                                                                
 Class A and                                                                
 Class B(2)                                                                 
 (3)          $      0.37  $    0.16  $       0.03  $      (0.42) $    4.06 
                                                                            
(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 as well as significant
      tax adjustments. 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 revenue 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 426,547 diluted weighted-average shares for     
      Class A and Class B.                                                  
                                                                            
                                                                            
                               VMware, Inc.                                 
                                                                            
                              REVENUE BY TYPE                               
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                 Three Months Ended    Twelve Months Ended  
                                    December 31,          December 31,      
                                --------------------- ----------------------
                                   2016       2015       2016       2015    
                                ---------- ---------- ---------- -----------
                                                                            
Revenue:                                                                    
  License                       $     887  $     825  $   2,794  $   2,720  
  Services:                                                                 
    Software maintenance              987        901      3,740      3,405  
    Professional services             158        142        559        522  
                                ---------- ---------- ---------- -----------
  Total services                    1,145      1,043      4,299      3,927  
  GSA settlement                        -          -          -        (76) 
                                ---------- ---------- ---------- -----------
Total revenue                   $   2,032  $   1,868  $   7,093  $   6,571  
                                ========== ========== ========== ===========
                                                                            
                                                                            
Percentage of revenue:                                                      
  License                            43.6%      44.2%      39.4%      41.4% 
  Services:                                                                 
    Software maintenance             48.6%      48.2%      52.7%      51.8% 
    Professional services             7.8%       7.6%       7.9%       7.9% 
                                ---------- ---------- ---------- -----------
  Total services                     56.4%      55.8%      60.6%      59.7% 
  GSA settlement                        -%         -%         -%      (1.1)%
                                ---------- ---------- ---------- -----------
Total revenue                       100.0%     100.0%     100.0%     100.0% 
                                ========== ========== ========== ===========
                                                                            
                                                                            
                               VMware, Inc.                                 
                                                                            
                            REVENUE BY GEOGRAPHY                            
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                  Three Months Ended    Twelve Months Ended 
                                     December 31,          December 31,     
                                 --------------------- ---------------------
                                    2016       2015       2016       2015   
                                 ---------- ---------- ---------- ----------
                                                                            
Revenue:                                                                    
  United States                  $   1,001  $     947  $   3,588  $   3,311 
  International                      1,031        921      3,505      3,260 
                                 ---------- ---------- ---------- ----------
Total revenue                    $   2,032  $   1,868  $   7,093  $   6,571 
                                 ========== ========== ========== ==========
                                                                            
                                                                            
Percentage of revenue:                                                      
  United States                       49.3%      50.7%      50.6%      50.4%
  International                       50.7%      49.3%      49.4%      49.6%
                                 ---------- ---------- ---------- ----------
Total revenue                        100.0%     100.0%     100.0%     100.0%
                                 ========== ========== ========== ==========
                                                                            
                                                                            
                               VMware, Inc.                                 
                                                                            
        RECONCILIATION OF GAAP CASH FLOWS FROM OPERATING ACTIVITIES         
                             TO FREE CASH FLOWS                             
                       (A NON-GAAP FINANCIAL MEASURE)                       
                               (in millions)                                
                                (unaudited)                                 
                                                                            
                                  Three Months Ended    Twelve Months Ended 
                                     December 31,          December 31,     
                                 --------------------- ---------------------
                                    2016       2015       2016       2015   
                                 ---------- ---------- ---------- ----------
                                                                            
GAAP cash flows from operating                                              
 activities                      $     463  $     488  $   2,381  $   1,899 
Capital expenditures                   (44)       (59)      (153)      (333)
                                 ---------- ---------- ---------- ----------
Free cash flows                  $     419  $     429  $   2,228  $   1,566 
                                 ========== ========== ========== ==========
                                                                            

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 revenue, non-GAAP operating income, non-GAAP operating margin, 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, gain on share repurchase, certain litigation and other contingencies, and the GSA settlement, each as discussed below. Free cash flows differ from GAAP cash flows from operating activities with respect to the treatment of capital expenditures.

VMware has also presented in this earnings release (i) quarterly historical data for total revenue, excluding the GSA settlement, and unearned revenue; and (ii) data on the percentage change in total revenue and license revenue plus the sequential change in unearned revenue and unearned license revenue, respectively. VMware's management believes that these measures are useful to investors because they allow investors to make meaningful comparisons of VMware revenue and unearned revenue 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:

Additionally, VMware's management believes that the non-GAAP financial measure of 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.

   Contacts:Paul Ziots VMware Investor [email protected] ThackerVMware Global [email protected]

Source: VMware, Inc.

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