--  Revenues for the third quarter were $490 million, up 4% from the third
quarter of 2008.

--  Non-GAAP operating income for the third quarter was $109 million, a
decrease of 5% from the third quarter of 2008. GAAP operating income for
the third quarter was $23 million, a decrease of 77% from the third quarter
of 2008.

--  Non-GAAP net income for the third quarter was $95 million, or $0.24 per
diluted share, compared to $93 million, or $0.24 per diluted share, for the
third quarter of 2008.  GAAP net income for the third quarter was $38
million, or $0.09 per diluted share, compared to $83 million, or $0.21 per
diluted share, for the third quarter of 2008.

--  Cash and cash equivalents as of September 30, 2009 were $2.2 billion,
impacted by $356 million used for the acquisition of SpringSource. Total
deferred revenues were $990 million. Compared to the same period a year
ago, cash increased 29% and deferred revenue increased 27%.

--  Non-GAAP operating cash flows for the quarter were $199 million, a
decrease of 6% from the third quarter of 2008.  GAAP operating cash flows
were $199 million, a decrease of 18% from the third quarter of 2008.  For
the trailing twelve months ended September 30, 2009, non-GAAP operating
cash flows were $898 million and GAAP operating cash flows were $975
million. 

US revenues for the third quarter declined 1% to $246 million from the third quarter of 2008. International revenues for the third quarter grew 9% to $244 million from the third quarter of 2008.

Services revenues, which include software maintenance and professional services, were $250 million, an increase of 33% from the third quarter of 2008.

"In addition to achieving strong financial results in the quarter, we extended the value of our vSphere Platform with the delivery of the VMware vCenter Family of management products and the public availability of vCloud Express," said Paul Maritz, president and chief executive officer. "VMware is well positioned to help take our customers on an evolutionary path forward, one that offers a superior platform for both private and public cloud environments. As our portfolio grows in the fourth quarter with the anticipated release of VMware View 4 for the desktop, we expect customers to increasingly turn to VMware to help them simplify IT."

"Our solid third quarter results were driven by strength in the US Federal sector, increased transaction volumes and particularly robust growth in our maintenance renewals," said Mark Peek, chief financial officer. "While the economic environment remains challenging, we have improved visibility into our business and believe that the next two quarters will follow seasonal patterns. We are planning fourth quarter revenues to be between $540 and $560 million, with the first quarter of 2010 down sequentially."

Recent Strategic Announcements and Highlights

--  VMware hosted over 12,500 attendees and more than 200 sponsors, Aug. 31
through Sept. 3 at VMworld 2009 in San Francisco. As part of the leading
virtualization conference, VMware secured new and expanded support from key
partners including Platinum sponsors Cisco, Dell, EMC, HP, IBM, Intel,
NetApp, Symantec and Wyse.

--  In September 2009, VMware announced the vCenter Family of Products, an
expanded set of virtualization management solutions including significant
new and enhanced offerings meant to dramatically reduce operational
expenses.

--  September 1, 2009, as part of the VMware vCloud initiative, VMware
announced the support of more than 1,000 leading service providers,
including AT&T, SAVVIS, Terremark and Verizon Business to deliver cloud
services based on VMware vSphere(TM).

--  September 16, 2009, VMware announced the completion of the acquisition
of SpringSource.  Rod Johnson, founder and chief executive officer of
SpringSource, serves as General Manager of the new SpringSource division
which will focus on providing developers and customers the best experience
for developing modern applications.

VMware plans to host a conference call today to review its third quarter results and to discuss its financial outlook. The call is scheduled to begin at 2:00 p.m. PT/ 5:00 p.m. ET and can be accessed via the Web at http://ir.vmware.com. The webcast will be available live, and a replay will be available following completion of the live broadcast for approximately 30 days.

Use of Non-GAAP Financial Measures

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, which are used as measures of VMware's performance, should be considered in addition to, not as a substitute for or in isolation from, measures of VMware's financial performance prepared in accordance with GAAP. These measures differ from GAAP in that they exclude stock-based compensation, amortization of intangible assets, employer payroll tax on employee stock transactions, acquisition related items, the net effect of the amortization and capitalization of software development costs. VMware's bases for these adjustments are described below.

VMware's management uses the non-GAAP financial measures referenced in this release and shown in the accompanying schedules to gain an understanding of VMware's comparative operating results (when comparing such results with previous periods or forecasts) and its future prospects and excludes the above-listed items from its internal operating plans and measurement of financial performance, including budgeting, calculating bonus payments, and forecasting future periods. These non-GAAP financial measures are used by VMware's management in their financial and operating decision-making because management believes they reflect VMware's ongoing business in a manner that allows meaningful period-to-period comparisons. As the non-GAAP financial measures exclude expenses that VMware believes are not reflective of ongoing operating results, management believes the non-GAAP financial measures enable management to better analyze trends in its business. When evaluating the performance of our individual functional groups, VMware does not consider the above-listed items that it excludes from its non-GAAP financial measures. Likewise, VMware excludes such items from its short and long-term operating plans. VMware's management also believes that these non-GAAP financial measures provide useful information to investors and others (a) in understanding and evaluating VMware's current operating results and future prospects in the same manner as management does, if they so choose, and (b) an additional basis for comparing in a consistent manner VMware's current financial results with VMware's past financial results.

In addition to the foregoing, management believes that these non-GAAP measures are useful to investors and others in assessing VMware's operating performance due to the following factors:

--  Although stock-based compensation is an important aspect of the
compensation of VMware's employees and executives, determining the fair
value of the stock-based instruments involves a high degree of judgment and
estimation and the expense recorded may bear little resemblance to the
actual value realized upon the future exercise or termination of the
related stock-based awards. Furthermore, unlike cash compensation, the
value of stock-based compensation is determined using a complex formula
that incorporates factors, such as market volatility, that are beyond our
control. VMware does not believe these non-cash expenses are reflective of
ongoing operating results. 

--  The amount of employer payroll taxes on stock-based compensation is
dependent on VMware's stock price and the timing and size of exercise by
employees of their stock options and of vesting in restricted stock, over
which management has limited to no control, and as such does not correlate
to VMware's operation of the business. 

--  VMware's amortization of intangible assets includes the effects of
EMC's acquisition of VMware in January 2004. Also, VMware does not acquire
businesses on a predictable cycle. VMware therefore believes that the
presentation of non-GAAP measures that adjust for the amortization of
intangible assets and the write-off of in-process research and development,
provide investors and others with a consistent basis for comparison across
accounting periods and, therefore, are useful to investors and others in
helping them to better understand VMware's operating results and underlying
operational trends. 

Acquisition related items include direct costs of acquisitions.  Examples
of costs directly related to an acquisition include transactions fees and
due diligence costs.  While we believe it is useful for investors to
understand the effects of these items on our total operating expenses,
these expenses vary significantly in size and amount and are unique to
specific acquisitions and as such are disregarded by management when
evaluating the Company's ongoing operating results.  Acquisition related
items also includes the gain on the Company's initial investment in
SpringSource Global, Inc., which was remeasured to fair value immediately
before the Company's acquisition of SpringSource.  Management excludes the
impact of such gains or losses on such investments when evaluating the
Company's ongoing operating results. Excluding the impact of the gain on
the Company's initial investment in SpringSource from the Company's
operating results is also important to facilitate comparisons to prior
periods. 

--  The amortization and capitalization of software development costs can
vary significantly depending upon the timing of products reaching
technological feasibility and the timing of when products are made
generally available. VMware believes that by removing the variance in
operating results caused by the net effect of the amortization and
capitalization of software development costs, the non-GAAP presentation
provides investors and others with a basis similar to that used by
management for comparing the level of ongoing research and development
expenses and related operational trends across accounting periods. 

In addition we provide measures of non-GAAP operating cash flows for the quarter and the trailing twelve month periods ending September 30, 2009 and 2008. Our definition of non-GAAP operating cash flows excludes the effects of capitalized software development costs and excess tax benefits related to stock-based compensation. VMware uses non-GAAP operating cash flows, among other measures, to evaluate the ability of our operations to generate cash. We exclude the capitalization of software under generally accepted accounting guidance from our non-GAAP operating cash flows to reflect management's perspective in assessing our operating results. If we did not capitalize costs under generally accepted accounting guidance, our GAAP operating cash flows would be lower as a result of additional expense recognized within net income and paid out in cash during the period. In addition, we account for share-based compensation under generally accepted accounting guidance, which requires that we report the excess income tax benefit from share-based compensation as a financing cash flow rather than as an operating cash flow. We have added this benefit back to our calculation of non-GAAP operating cash flows in order to generally classify cash flows arising from income taxes as operating cash flows. Management believes that information regarding non-GAAP operating cash flows provides investors with an important perspective on the cash available to make strategic acquisitions and investments, repurchase shares, fund ongoing operations and to fund capital expenditures. Additionally, as non-GAAP operating cash flow is not a measure of liquidity calculated in accordance with GAAP, non-GAAP operating cash flow should be considered in addition to, but not as a substitute for, the analysis provided in the statement of cash flows.

VMware's non-GAAP financial measures may be defined differently than similar terms used by other companies and, accordingly, may not be comparable to similarly-titled non-GAAP financial measures used by other companies. There are significant limitations associated with the use of non-GAAP financial measures. Specifically, the non-GAAP financial measures that exclude stock-based compensation, intangible amortization, acquisition related items and the net effect of the amortization and capitalization of software development costs. do not include all items of income and expense that affect VMware's operations. More 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 costs of revenues and operating expenses would be higher. Payment of employer payroll taxes on stock-based compensation is also a cash expense for VMware and impacts the Company's cash position. In the case of intangible amortization, while not directly affecting VMware's cash position, it represents the loss of value of intangible assets over time. A limitation of non-GAAP operating cash flows is that it cannot be combined with GAAP cash flows from investing and financing activities to yield the total increase or decrease in the cash balance for the periods reported. Management compensates for this limitation by also relying on the net change in cash and cash equivalents as presented in the Company's unaudited condensed consolidated statements of cash flows prepared in accordance with GAAP which incorporates all cash movements during the period. As a result, non-GAAP net income and non-GAAP net income per share, which exclude this expense, do not reflect the full economic loss in value of those intangible assets. Management compensates for these limitations by reconciling the non-GAAP financial measures to VMware's financial results as determined in accordance with GAAP, which reconciliations are set forth in the accompanying schedules to this release, in the current report on Form 8-K furnished to the SEC on the date hereof and on http://ir.vmware.com.

Forward-Looking Statements

Statements made in this press release which are not statements of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995.