XNYS:VMW VMWare Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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VMW-6.30.2012-10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period             from            to
Commission File Number 001-33622
________________________________________________ 
VMWARE, INC.
(Exact name of registrant as specified in its charter)
________________________________________________  
Delaware
 
94-3292913
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
3401 Hillview Avenue
Palo Alto, CA
 
94304
(Address of principal executive offices)
 
(Zip Code)
(650) 427-5000
(Registrant’s telephone number, including area code) 
________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 x
 
Accelerated filer
¨
 
 
 
 
 
Non-accelerated filer
 o
(Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of July 26, 2012, the number of shares of common stock, par value $0.01 per share, of the registrant outstanding was 426,466,973 of which 126,466,973 shares were Class A common stock and 300,000,000 were Class B common stock.



TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
 
 
 

VMware, VMworld, VMware vSphere, VMware vCloud, Zimbra, SpringSource, VMware vCenter, VMware vShield, Cloud Foundry, VMware View, VMware Horizon, Rabbit MQ, GemFire, Socialcast, SlideRocket, Digital Fuel, NeoAccel, PacketMotion, Shavlik and WaveMaker are registered trademarks or trademarks of VMware, Inc. in the United States and other jurisdictions. All other marks and names mentioned herein may be trademarks of their respective companies.


2


PART I
FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
VMware, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Operating activities:
 
 
 
 
 
 
 
Net income
$
191,729

 
$
220,158

 
$
383,165

 
$
345,970

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
89,392

 
74,709

 
175,158

 
155,658

Stock-based compensation, excluding amounts capitalized
100,900

 
85,442

 
182,706

 
166,015

Excess tax benefits from stock-based compensation
(32,701
)
 
(101,256
)
 
(86,383
)
 
(151,264
)
Gain on sale of Terremark investment

 
(56,000
)
 

 
(56,000
)
Other
373

 
2,864

 
(555
)
 
3,826

Changes in assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
Accounts receivable
(91,296
)
 
(54,757
)
 
135,254

 
26,583

Other assets
(69,444
)
 
(16,133
)
 
(117,150
)
 
(34,053
)
Due to/from EMC, net
(43,403
)
 
(35,265
)
 
12,145

 
25,435

Accounts payable
4,894

 
(11,105
)
 
17,419

 
(1,707
)
Accrued expenses
95,753

 
102,780

 
936

 
34,211

Income taxes receivable from EMC

 
141,000

 

 
176,444

Income taxes payable
12,367

 
4,674

 
67,733

 
37,601

Deferred income taxes, net
(1,416
)
 
11,119

 
(36,371
)
 
(958
)
Unearned revenue
134,177

 
94,566

 
233,872

 
212,952

Net cash provided by operating activities
391,325

 
462,796

 
967,929

 
940,713

Investing activities:
 
 
 
 
 
 
 
Additions to property and equipment
(44,336
)
 
(95,186
)
 
(78,007
)
 
(122,232
)
Purchase of leasehold interest (see Note H)

 
(173,126
)
 

 
(173,126
)
Capitalized software development costs

 
(25,437
)
 

 
(52,859
)
Purchases of available-for-sale securities
(1,253,605
)
 
(529,038
)
 
(1,955,068
)
 
(1,127,805
)
Sales of available-for-sale securities
348,437

 
223,491

 
770,754

 
376,588

Maturities of available-for-sale securities
277,099

 
277,390

 
534,076

 
492,969

Sale of strategic investments

 
76,000

 

 
78,513

Business acquisitions, net of cash acquired
(102,166
)
 
(189,138
)
 
(102,166
)
 
(204,088
)
Transfer of net assets under common control

 
(7,973
)
 

 
(20,463
)
Other investing
(2,677
)
 
31,858

 
(4,174
)
 
(27,142
)
Net cash used in investing activities
(777,248
)
 
(411,159
)
 
(834,585
)
 
(779,645
)
Financing activities:
 
 
 
 
 
 
 
Proceeds from issuance of common stock
33,554

 
110,543

 
144,595

 
200,714

Repurchase of common stock
(178,195
)
 
(132,660
)
 
(178,195
)
 
(280,389
)
Excess tax benefits from stock-based compensation
32,701

 
101,256

 
86,383

 
151,264

Shares repurchased for tax withholdings on vesting of restricted stock
(51,346
)
 
(48,666
)
 
(64,983
)
 
(70,578
)
Net cash provided by (used in) financing activities
(163,286
)
 
30,473

 
(12,200
)
 
1,011

Net increase (decrease) in cash and cash equivalents
(549,209
)
 
82,110

 
121,144

 
162,079

Cash and cash equivalents at beginning of the period
2,626,109

 
1,708,934

 
1,955,756

 
1,628,965

Cash and cash equivalents at end of the period
$
2,076,900

 
$
1,791,044

 
$
2,076,900

 
$
1,791,044

Non-cash items:
 
 
 
 
 
 
 
Changes in capital additions, accrued but not paid
$
17,980

 
$
(985
)
 
$
15,330

 
$
6,221

Changes in tax withholdings on vesting of restricted stock, accrued but not paid
6,029

 
3,656

 
6,837

 
2,938

The accompanying notes are an integral part of the consolidated financial statements.

3


VMware, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Revenues:
 
 
 
 
 
 
 
License
$
517,222

 
$
464,806

 
$
999,149

 
$
883,805

Services
605,804

 
456,404

 
1,179,059

 
881,126

Total revenues
1,123,026

 
921,210

 
2,178,208

 
1,764,931

Operating expenses (1):
 
 
 
 
 
 
 
Cost of license revenues
56,553

 
48,928

 
113,296

 
104,946

Cost of services revenues
122,669

 
103,547

 
236,841

 
197,426

Research and development
248,594

 
189,241

 
470,984

 
358,404

Sales and marketing
391,501

 
314,560

 
754,913

 
617,484

General and administrative
91,799

 
78,042

 
173,099

 
146,277

Operating income
211,910

 
186,892

 
429,075

 
340,394

Investment income
6,945

 
3,715

 
12,688

 
7,121

Interest expense with EMC
(1,158
)
 
(972
)
 
(2,445
)
 
(1,931
)
Other income (expense), net
(3,560
)
 
56,639

 
(1,275
)
 
56,804

Income before income taxes
214,137

 
246,274

 
438,043

 
402,388

Income tax provision
22,408

 
26,116

 
54,878

 
56,418

Net income
$
191,729

 
$
220,158

 
$
383,165

 
$
345,970

Net income per weighted-average share, basic for Class A and Class B
$
0.45

 
$
0.52

 
$
0.90

 
$
0.83

Net income per weighted-average share, diluted for Class A and Class B
$
0.44

 
$
0.51

 
$
0.88

 
$
0.80

Weighted-average shares, basic for Class A and Class B
427,223

 
419,657

 
426,106

 
418,557

Weighted-average shares, diluted for Class A and Class B
434,647

 
430,473

 
434,014

 
429,984

_______________________
 
 
 
 
 
 
 
(1)   Includes stock-based compensation as follows:
 
 
 
 
 
 
 
Cost of license revenues
$
524

 
$
438

 
$
964

 
$
904

Cost of services revenues
7,103

 
5,740

 
12,922

 
11,328

Research and development
48,027

 
46,074

 
87,404

 
87,958

Sales and marketing
33,883

 
23,264

 
59,117

 
45,787

General and administrative
11,363

 
9,926

 
22,299

 
20,038


The accompanying notes are an integral part of the consolidated financial statements.


4


VMware, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Net income
$
191,729

 
$
220,158

 
$
383,165

 
$
345,970

Other comprehensive income:
 
 
 
 
 
 
 
Changes in market value of available-for-sale securities:
 
 
 
 
 
 
 
Unrealized gains (losses), net of taxes of $(96), $1,352, $1,028 and $1,196
(157
)
 
2,029

 
1,677

 
1,794

Reclassification of (gains) losses recognized during the period, net of taxes of $(283), $(22,494), $53 and $(12,788)
(461
)
 
(33,742
)
 
86

 
(19,181
)
Net change in market value of available-for-sale securities
(618
)
 
(31,713
)
 
1,763

 
(17,387
)
Changes in market value of effective foreign currency forward exchange contracts:
 
 
 
 
 
 
 
Unrealized gains (losses), net of taxes of $10, $0, $10 and $0
194

 

 
194

 

Reclassification of (gains) losses recognized during the period, net of taxes of $(40), $0, $10 and $0
(728
)
 

 
50

 

Net change in market value of effective foreign currency forward exchange contracts
(534
)
 

 
244

 

Total other comprehensive income
(1,152
)
 
(31,713
)
 
2,007

 
(17,387
)
Total comprehensive income, net of taxes
$
190,577

 
$
188,445

 
$
385,172

 
$
328,583


The accompanying notes are an integral part of the consolidated financial statements.

5


VMware, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
 
June 30,
2012
 
December 31,
2011
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
2,076,900

 
$
1,955,756

Short-term investments
3,269,969

 
2,556,450

Accounts receivable, net of allowance for doubtful accounts of $2,492 and $3,794
748,698

 
882,857

Due from EMC, net
61,654

 
73,799

Deferred tax asset
151,704

 
128,471

Other current assets
127,528

 
80,439

Total current assets
6,436,453

 
5,677,772

Property and equipment, net
553,124

 
525,490

Capitalized software development costs, net and other
109,532

 
154,236

Deferred tax asset
172,190

 
156,855

Intangible assets, net
402,425

 
407,375

Goodwill
1,827,068

 
1,759,080

Total assets
$
9,500,792

 
$
8,680,808

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
77,026

 
$
49,747

Accrued expenses and other
590,268

 
587,650

Unearned revenues
1,850,681

 
1,764,109

Total current liabilities
2,517,975

 
2,401,506

Note payable to EMC
450,000

 
450,000

Unearned revenues
1,091,709

 
944,309

Other liabilities
120,415

 
114,711

Total liabilities
4,180,099

 
3,910,526

Commitments and contingencies (see Note M)

 

Stockholders’ equity:
 
 
 
Class A common stock, par value $.01; authorized 2,500,000 shares; issued and outstanding 127,264 and 123,610 shares
1,273

 
1,236

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

 
3,000

Additional paid-in capital
3,377,466

 
3,212,264

Accumulated other comprehensive income
3,183

 
1,176

Retained earnings
1,935,771

 
1,552,606

Total stockholders’ equity
5,320,693

 
4,770,282

Total liabilities and stockholders’ equity
$
9,500,792

 
$
8,680,808


The accompanying notes are an integral part of the consolidated financial statements.


6


VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
A. Overview and Basis of Presentation
Company and Background
VMware, Inc. (“VMware” or the “Company”) is the leader in virtualization and virtualization-based cloud infrastructure solutions utilized by businesses to help them transform the way they build, deliver and consume information technology (“IT”) resources in a manner that is evolutionary and based on their specific needs. VMware’s virtualization infrastructure software solutions run on industry-standard desktop computers and servers and support a wide range of operating system and application environments, as well as networking and storage infrastructures.
Accounting Principles
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America.
Unaudited Interim Financial Information
These accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management, these unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments and accruals, for a fair statement of VMware’s consolidated cash flows, results of operations and financial condition for the periods presented. Results of operations are not necessarily indicative of the results that may be expected for the full year 2012. Certain information and footnote disclosures typically included in annual consolidated financial statements have been condensed or omitted. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in VMware’s 2011 Annual Report on Form 10-K.
VMware was incorporated as a Delaware corporation in 1998, was acquired by EMC Corporation (“EMC”) in 2004 and conducted its initial public offering of VMware’s Class A common stock in August 2007. As of June 30, 2012, EMC holds approximately 79.3% of VMware’s outstanding common stock, including 38.7 million shares of VMware’s Class A common stock and all of VMware’s Class B common stock. VMware is a majority-owned and controlled subsidiary of EMC, and its results of operations and financial position are consolidated with EMC’s financial statements. VMware and EMC engage in intercompany transactions, including agreements regarding the use of EMC’s and VMware’s intellectual property and real estate, agreements regarding the sale of goods and services to one another, and an agreement for EMC to resell VMware's products and services to third party customers. In geographic areas where VMware has not established its own subsidiaries, VMware contracts with EMC subsidiaries for support services and for personnel who are managed by VMware. Additionally, beginning in the second quarter of 2011, VMware incurs costs to operate the Mozy service on behalf of EMC. These costs, plus a mark-up to approximate third-party costs and a management fee, are reimbursed to VMware by EMC and recorded as an offset to the costs VMware incurred on the consolidated statements of income. See Note O to the consolidated financial statements for further information regarding intercompany transactions between VMware and EMC.
Management believes the assumptions underlying the consolidated financial statements are reasonable. However, the amounts recorded for VMware's intercompany transactions with EMC may not be considered arm’s length with an unrelated third party by nature of EMC’s majority ownership of VMware. Therefore, the financial statements included herein may not necessarily reflect the cash flows, results of operations and financial condition had VMware engaged in such transactions with an unrelated third party during all periods presented. Accordingly, VMware’s historical financial information is not necessarily indicative of what the Company’s cash flows, results of operations and financial condition will be in the future if and when VMware contracts at arm’s length with unrelated third parties for the services the Company receives from and provides to EMC.
Prior period financial statements have been reclassified to conform to current period presentation.
Principles of Consolidation
The consolidated financial statements include the accounts of VMware and its subsidiaries. All intercompany transactions and balances between VMware and its subsidiaries have been eliminated. All intercompany transactions with EMC in the consolidated statements of cash flows will be settled in cash, and changes in the current intercompany balances are presented as a component of cash flows from operating activities.
Use of Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management

7

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reporting periods, and the disclosure of contingent liabilities at the date of the financial statements. Estimates are used for, but not limited to, capitalized software development costs, trade receivable valuation, certain accrued liabilities, useful lives of fixed assets and intangible assets, valuation of acquired intangibles, revenue reserves, income taxes, stock-based compensation and contingencies. Actual results could differ from those estimates.
New Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 eliminated the option to report other comprehensive income and its components in the statement of changes in equity. Comprehensive income must be presented in one continuous statement of comprehensive income or two separate consecutive statements. In December 2011, the FASB issued an amendment to ASU 2011-05 that defers the requirement to present reclassification adjustments out of accumulated other comprehensive income on the face of the consolidated statement of income. VMware adopted this accounting standard update, as amended, on January 1, 2012, and presents comprehensive income in accordance with the requirements of the standard in this Quarterly Report on Form 10-Q.
B. Research and Development and Capitalized Software Development Costs
Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization beginning when the product’s technological feasibility has been established and ending when the product is available for general release. Judgment is required in determining when technological feasibility is established, and as the Company’s business, products and go-to-market strategy have evolved, management has continued to evaluate when technological feasibility is established. Following the release of vSphere 5 and the comprehensive suite of cloud infrastructure technologies in the third quarter of 2011, management determined that VMware’s go-to-market strategy had changed from single solutions to product suite solutions. As a result of this change in strategy, and the related increased importance of interoperability between VMware’s products, the length of time between achieving technological feasibility and general release to customers significantly decreased. For future releases, management expects VMware’s products to be available for general release soon after technological feasibility has been established.
VMware’s expensed and capitalized research and development (“R&D”) costs may not be comparable to VMware’s peer companies due to differences in judgment as to when technological feasibility has been reached or differences in judgment regarding when the product is available for general release. Additionally, future changes in management’s judgment as to when technological feasibility is established, or additional changes in VMware’s business, including its go-to-market strategy, could materially impact the amount of costs capitalized. For example, if the length of time between technological feasibility and general availability were to increase again in the future, the amount of capitalized costs would likely increase.
Generally accepted accounting principles require annual amortization expense of capitalized software development costs to be the greater of the amounts computed using the ratio of current gross revenue to a product’s total current and anticipated revenues, or the straight-line method over the product’s remaining estimated economic life. To date, VMware has amortized these costs using the straight-line method as it is the greater of the two amounts. The costs are amortized over periods ranging from 18 to 24 months, which represent the product’s estimated economic life. The ongoing assessment of the recoverability of these costs requires considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Material differences in amortization amounts could occur as a result of changes in the periods over which VMware actually generates revenues or the amounts of revenues generated.
Unamortized software development costs were $62.3 million and $104.9 million as of June 30, 2012 and December 31, 2011, respectively, and are included in capitalized software development costs, net and other on the consolidated balance sheets.
In the three and six months ended June 30, 2012, all software development costs were expensed as incurred and were included in R&D expenses on the accompanying consolidated statement of income. In the three months ended June 30, 2011, VMware capitalized $29.6 million (including $4.2 million of stock-based compensation) of costs incurred for the development of software products. In the six months ended June 30, 2011, VMware capitalized $61.9 million (including $9.0 million of stock-based compensation) of costs incurred for the development of software products. These amounts have been excluded from R&D expenses on the accompanying consolidated statements of income. Amortization expense from capitalized amounts was $20.8 million and $19.8 million for the three months ended June 30, 2012 and 2011, respectively. Amortization expense from capitalized amounts was $42.6 million and $48.3 million for the six months ended June 30, 2012 and 2011, respectively. Amortization expense is included in cost of license revenues on the consolidated statements of income.


8

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

C. Earnings per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common shares outstanding and potentially dilutive securities outstanding during the period, as calculated using the treasury stock method. Potentially dilutive securities primarily include stock options, unvested restricted stock units, and purchase options under VMware’s employee stock purchase plan. Securities are excluded from the computations of diluted net income per share if their effect would be anti-dilutive. VMware uses the two-class method to calculate earnings per share as both classes share the same rights in dividends, therefore basic and diluted earnings per share are the same for both classes.
The following table sets forth the computations of basic and diluted net income per share for the three and six months ended June 30, 2012 and 2011 (table in thousands, except per share data):
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2012
 
2011
 
2012
 
2011
Net income
$
191,729

 
$
220,158

 
$
383,165

 
$
345,970

Weighted-average shares, basic for Class A and Class B
427,223

 
419,657

 
426,106

 
418,557

Effect of dilutive securities
7,424

 
10,816

 
7,908

 
11,427

Weighted-average shares, diluted for Class A and Class B
434,647

 
430,473

 
434,014

 
429,984

Net income per weighted-average share, basic for Class A and Class B
$
0.45

 
$
0.52

 
$
0.90

 
$
0.83

Net income per weighted-average share, diluted for Class A and Class B

XNYS:VMW VMWare Inc Quarterly Report 10-Q Filling

VMWare Inc XNYS:VMW Stock - Get Quarterly Report SEC Filing of VMWare Inc XNYS:VMW stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNYS:VMW VMWare Inc Quarterly Report 10-Q Filing - 6/30/2012
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