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AUSTIN, TX -- (Marketwire) -- 07/25/12 -- SolarWinds® (NYSE: SWI), a leading provider of powerful and affordable IT management software, today reported results for its second quarter ended June 30, 2012.

• Record total revenue for the second quarter of $64.0 million, representing 40% year-over-year growth.
• Record license revenue for the second quarter of $29.5 million, representing 40% year-over-year growth.
• GAAP operating income of $26.9 million and non-GAAP operating income of $34.3 million, or a non-GAAP operating margin for the second quarter of 53%.
• GAAP diluted earnings per share of $0.26 and non-GAAP diluted earnings per share of $0.33.
• Second quarter free cash flow of $35.2 million, representing 46% year-over-year growth.

Financial Results

SolarWinds reported record total revenue for the second quarter of 2012 of $64.0 million, a 40% increase over total revenue for the second quarter of 2011. License revenue was a record $29.5 million for the second quarter of 2012 representing a 40% increase over license revenue for the second quarter of 2011. Maintenance revenue was a record $34.6 million for the second quarter of 2012, representing a 40% increase over maintenance revenue for the second quarter of 2011.

On a GAAP basis, diluted earnings per share were $0.26 for the second quarter of 2012 compared to $0.18 for the second quarter of 2011. Non-GAAP diluted earnings per share were $0.33 for the second quarter of 2012 compared to $0.22 for the second quarter of 2011.

Net cash provided by operating activities was $34.1 million for the second quarter of 2012 compared to $23.6 million for the second quarter of 2011, representing a year-over-year increase of 44%. Free cash flow was $35.2 million for the second quarter of 2012 compared to $24.0 million for the second quarter of 2011, representing a year-over-year increase of 46%. Cash, cash equivalents, and investments at the end of the second quarter of 2012 were $196.2 million, an increase of $25.0 million from the end of the first quarter of 2012.

The financial results included in this press release are preliminary and pending final review by the company and its external auditors. Financial results will not be final until SolarWinds files its quarterly report on Form 10-Q for the period. Information about SolarWinds' use of these non-GAAP financial measures is provided below under "Non-GAAP Financial Measures."

Recent Business Highlights

"Once again, the SolarWinds team delivered a solid performance during the second quarter, driving record results. I am very pleased with our execution around the world. While we generated solid growth in each of our geographic regions, the EMEA region, in particular, produced the strongest growth overall. We believe that this performance reflects several factors including the appeal of our value proposition of affordable and powerful products and the investments we've made to build our awareness internationally," said Kevin Thompson, SolarWinds' President and Chief Executive Officer.

"As we move into the second half of 2012, our teams are focused on making sure that we remain a leader in our core markets, like network management, while we aim to expand our relevance in other areas. We continue to believe that we can offer the market a unique experience based on delivering the unexpected simplicity of products that just work for IT professionals," added Thompson.

SolarWinds' business highlights during the second quarter of 2012 include:

• SolarWinds launched the Japanese version of its flagship network management product, SolarWinds Network Performance Monitor (NPM), reflecting the company's commitment to expanding its opportunities in the global market. NPM's Japanese launch builds on significant investments aimed at extending SolarWinds' presence in Japan including forging key partnerships, creating a dedicated native language user support team, and developing a recently launched Japanese-language website.
• SolarWinds Server & Application Monitor (SAM) won best of Microsoft® TechEd North America 2012 in Systems Management and Operations, adding to the list of honors SolarWinds' products have received across the IT management space given their power, ease-of-use, and affordability.
• SolarWinds continued to deliver frequent new releases of existing products. SolarWinds added support for Microsoft Hyper-V™ to its award-winning Virtualization Manager, making it one of the most comprehensive and affordable virtualization management solutions for managing VMware® and Microsoft Hyper-V™ hypervisors. SolarWinds also released IP Address Manager (IPAM) 3.0. IPAM is one of the most affordable and comprehensive solutions for integrated DHCP, DNS, and IP address management available today, providing IT pros with a strong alternative to the complex and expensive appliance-based offerings from incumbent vendors.
• Building on the momentum established in Q1 2012, SolarWinds sought to expand its awareness and relevance within the IT Management space through the release of new products. In early Q2, SolarWinds released Mobile Admin, based on technology acquired from Rove, which provides IT pros with an affordable and easy-to-use solution for supporting over 40 key IT technologies and platforms from their Android, iOS, and Blackberry smartphones and tablets. The company also introduced WSUS Agent, a free diagnostic tool for testing WSUS connections and validating Windows Update Agent® configuration values.

"Our second quarter results once again illustrated the powerful benefits of our unique business model, where our higher-than-expected revenue helped drive strong non-GAAP operating margins and earnings per share," said Mike Berry, SolarWinds' Executive Vice President and Chief Financial Officer. "We expect to continue to drive revenue growth through a number of organic and inorganic investments while maintaining our focus on strong margins and cash generation. In addition, reflecting the confidence we have in our business, we are increasing our full year outlook despite macro-economic headwinds in areas around the globe," added Berry.

Financial Outlook

As of July 25, 2012, SolarWinds is providing its financial outlook for its third quarter and full year of 2012. The financial information below represents forward-looking non-GAAP financial information, including an estimate of non-GAAP operating income as a percentage of revenue, and non-GAAP diluted earnings per share, for the third quarter of 2012 and for the full year 2012. These non-GAAP financial measures exclude, among other items mentioned below, stock-based compensation expense and related employer-paid payroll taxes. SolarWinds cannot reasonably estimate the expected stock-based compensation expense and related employer-paid payroll taxes for these future periods as the amounts depend upon such factors as the future price of SolarWinds' stock for purposes of computation. In addition, costs related to non-recurring items and acquisitions are not something that SolarWinds can estimate because they are a function of what non-recurring items and acquisitions, if any, occur and the kind of costs incurred in connection with any such non-recurring items or acquisitions.

Financial Outlook for the Third Quarter of 2012

SolarWinds management currently expects to achieve the following results for the third quarter of 2012:

• Total revenue in the range of $66.0-$68.5 million, or 22% to 27% growth over the third quarter of 2011.
• Non-GAAP operating income representing 50%-51% of revenue.
• Non-GAAP diluted earnings per share of $0.29-$0.31.
• Weighted-average shares outstanding of approximately 76.8 million.

Financial Outlook for Full Year 2012

SolarWinds management is increasing its annual outlook and currently expects to achieve the following results for the full year 2012:

• Total revenue in the range of $257.0-$263.0 million, or 30% to 33% year-over-year growth.
• Non-GAAP operating income representing 51%-52% of revenue.
• Non-GAAP diluted earnings per share of $1.20-$1.24.
• Weighted-average shares outstanding of approximately 76.5 million.

Conference Call and Webcast

In conjunction with this announcement, SolarWinds will host a conference call today to discuss its financial results and other business at 8:00am CT (9:00am ET/6:00am PT). A live webcast of the event, including any supplemental information, will be available on the SolarWinds Investor Relations website at http://ir.solarwinds.com. A live dial-in will be available domestically at 800-946-0774 and internationally at +1-719-457-2604. To access the live call, please dial in 5-10 minutes before the scheduled start time. A replay of the webcast will be available on a temporary basis shortly after the event on the SolarWinds Investor Relations website.

Forward-Looking Statements

This press release contains "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including SolarWinds' financial outlook, its expectation to continue to drive revenue growth through a number of organic and inorganic investments while maintaining its focus on strong margins and cash generation. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as "believe," "continue," "expect," or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (a) the inability to generate significant volumes of sales leads from Internet search engines, marketing campaigns and traffic to our websites; (b) the possibility that general economic conditions or uncertainty cause information technology spending to be reduced or purchasing decisions to be delayed; (c) the presence or absence of occasional large customer orders, including in particular those placed by the U.S. federal government; (d) the inability to increase sales to existing customers and to attract new customers; (e) SolarWinds' ability to successfully identify, complete, and integrate acquisitions; (f) the timing and success of new product introductions and product upgrades by SolarWinds or its competitors; (g) potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity; and (h) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the Form 10-Q that SolarWinds anticipates filing on or before August 9, 2012. All information provided in this release is as of the date hereof and SolarWinds undertakes no duty to update this information except as required by law.

Non-GAAP Financial Measures

In addition to disclosing financial measures prepared in accordance with GAAP, this press release and the accompanying tables contain certain non-GAAP financial measures. The tables below set forth a reconciliation of each of these non-GAAP measures to a GAAP financial measure that we consider to be most comparable. SolarWinds believes that each of these non-GAAP financial measures provides meaningful supplemental information regarding its performance by excluding certain items that may not be indicative of its core business operations. SolarWinds' management and Board of Directors use certain of these non-GAAP measures to assess operational performance and to determine employee incentive compensation. Accordingly, these measures may provide helpful insight to investors on the motivation and decision-making of management in operating the business. SolarWinds considers free cash flow also to be a liquidity measure that provides important information regarding the cash generated by the business after the purchase of property and equipment that can then be used for, among other things, strategic acquisitions and investments in the business, stock repurchases and funding ongoing operations.

SolarWinds also believes that these non-GAAP financial measures are used by investors and security analysts to (a) compare and evaluate its performance from period to period and (b) compare its performance to those of its competitors. These non-GAAP measures exclude certain items that can vary substantially from company to company depending upon their financing and accounting methods, the book value of their assets, their capital structures and the method by which their assets were acquired.

There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly-titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating and net income. In addition, free cash flow does not represent the total increase or decrease in the cash balance for the period.

As a result, these non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, the most comparable GAAP measures. SolarWinds' management and Board of Directors compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measure. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures that are set forth in the tables below.

About SolarWinds

SolarWinds (NYSE: SWI) provides powerful and affordable IT management software to customers worldwide -- from Fortune 500 enterprises to small businesses. We work to put our users first and remove the obstacles that have become "status quo" in traditional enterprise software. SolarWinds products are downloadable, easy to use and maintain, and provide the power, scale, and flexibility needed to address users' management priorities. Our online user community, thwack, is a gathering-place where tens of thousands of IT pros solve problems, share technology, and participate in product development for all of SolarWinds' products. Learn more today at http://www.solarwinds.com.

SolarWinds, the SolarWinds logo and thwack marks are exclusive trademarks of SolarWinds, are registered with the U.S. patent and trademark office, and may be registered or pending registration in other countries. All other SolarWinds trademarks, service marks, and logos, including without limitation, Mobile Admin, DameWare and Storage Manager, Powered by Profiler, may be common law marks or registered or pending registration in the United States or in other countries. All other trademarks or registered trademarks mentioned herein are used for identification purposes only and may be trademarks or registered trademarks of their respective companies.

Copyright © 2012 SolarWinds Worldwide, LLC. All rights reserved.

                              SolarWinds, Inc.
                   Condensed Consolidated Balance Sheets
           (In thousands, except share and per share information)
                                (Unaudited)


                                                   June 30,    December 31,
                                                     2012          2011
                                                 ------------  ------------
Assets
Current assets:
  Cash and cash equivalents                      $    144,008  $    122,707
  Short-term investments                               39,121        29,688
  Accounts receivable, net of allowances of $181
   and $192 as of June 30, 2012 and December 31,
   2011, respectively                                  28,805        26,965
  Income tax receivable                                    73           110
  Deferred taxes                                          938           668
  Prepaid and other current assets                      3,275         2,770
                                                 ------------  ------------
    Total current assets                              216,220       182,908
Property and equipment, net                             7,446         7,341
Long-term investments                                  13,070             -
Deferred taxes                                          4,414         3,334
Goodwill                                              123,154       110,746
Intangible assets and other, net                       60,897        58,079
                                                 ------------  ------------
    Total assets                                 $    425,201  $    362,408
                                                 ============  ============

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                               $      2,473  $      2,213
  Accrued liabilities                                  10,027         9,442
  Accrued earnout                                         973         3,513
  Income taxes payable                                  1,868           779
  Current portion of deferred revenue                  82,352        73,774
                                                 ------------  ------------
    Total current liabilities                          97,693        89,721
Long-term liabilities:
  Deferred revenue, net of current portion              4,365         3,373
  Non-current deferred taxes                                -           289
  Other long-term liabilities                           6,037         4,078
                                                 ------------  ------------
    Total liabilities                                 108,095        97,461
Commitments and contingencies
Stockholders' equity:
  Common stock, $0.001 par value: 123,000,000
   shares authorized and 74,123,658 and
   73,367,367 shares issued and outstanding as
   of June 30, 2012 and December 31, 2011,
   respectively                                            74            73
  Additional paid-in capital                          211,448       194,379
  Accumulated other comprehensive loss                 (4,239)       (2,769)
  Accumulated earnings                                109,823        73,264
                                                 ------------  ------------
    Total stockholders' equity                        317,106       264,947
                                                 ------------  ------------
    Total liabilities and stockholders' equity   $    425,201  $    362,408
                                                 ============  ============



                              SolarWinds, Inc.
                Condensed Consolidated Statements of Income
                (In thousands, except per share information)
                                (Unaudited)


                                     Three Months Ended   Six Months Ended
                                          June 30,            June 30,
                                     ------------------  ------------------
                                       2012      2011      2012      2011
                                     --------  --------  --------  --------

Revenue:
  License                            $ 29,454  $ 21,069  $ 56,911  $ 41,449
  Maintenance and other                34,586    24,754    66,800    47,352
                                     --------  --------  --------  --------
    Total revenue                      64,040    45,823   123,711    88,801
  Cost of license revenue               1,860       809     3,740     1,574
  Cost of maintenance and other
   revenue                              2,410     1,758     4,803     3,479
                                     --------  --------  --------  --------
Gross profit                           59,770    43,256   115,168    83,748
Operating expenses:
  Sales and marketing                  17,583    12,778    34,143    24,505
  Research and development              6,929     5,034    13,600    10,072
  General and administrative            8,370     6,317    16,819    12,987
                                     --------  --------  --------  --------
    Total operating expenses           32,882    24,129    64,562    47,564
                                     --------  --------  --------  --------
Operating income                       26,888    19,127    50,606    36,184
Other income (expense):
  Interest income                         107        70       195       125
  Other expense, net                      (33)     (210)      (49)     (516)
                                     --------  --------  --------  --------
    Total other income (expense)           74      (140)      146      (391)
                                     --------  --------  --------  --------
Income before income taxes             26,962    18,987    50,752    35,793
  Income tax expense                    7,535     5,436    14,194    10,532
                                     --------  --------  --------  --------
Net income                           $ 19,427  $ 13,551  $ 36,558  $ 25,261
                                     ========  ========  ========  ========
Net income per share:
  Basic earnings per share           $   0.26  $   0.19  $   0.49  $   0.35
                                     ========  ========  ========  ========
  Diluted earnings per share         $   0.26  $   0.18  $   0.48  $   0.34
                                     ========  ========  ========  ========
Weighted-average shares used to
 compute net income per share:
  Shares used in computation of
   basic earnings per share            74,033    72,719    73,885    72,541
                                     ========  ========  ========  ========
  Shares used in computation of
   diluted earnings per share          75,848    74,346    75,642    74,184
                                     ========  ========  ========  ========



                              SolarWinds, Inc.
           Reconciliation of GAAP to Non-GAAP Financial Measures
          (In thousands, except per share amounts and percentages)
                                (Unaudited)

                                     Three Months Ended   Six Months Ended
                                          June 30,            June 30,
                                     ------------------  ------------------
                                       2012      2011      2012      2011
                                     --------  --------  --------  --------

Revenue                              $ 64,040  $ 45,823  $123,711  $ 88,801

GAAP cost of revenue                 $  4,270  $  2,567  $  8,543  $  5,053
  Amortization of intangible assets
   (1)                                 (1,703)     (752)   (3,385)   (1,453)
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                              (71)      (47)     (163)     (100)
                                     --------  --------  --------  --------
Non-GAAP cost of revenue             $  2,496  $  1,768  $  4,995  $  3,500
                                     ========  ========  ========  ========

GAAP gross profit                    $ 59,770  $ 43,256  $115,168  $ 83,748
  Amortization of intangible assets
   (1)                                  1,703       752     3,385     1,453
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                               71        47       163       100
                                     --------  --------  --------  --------
Non-GAAP gross profit                $ 61,544  $ 44,055  $118,716  $ 85,301
                                     ========  ========  ========  ========

GAAP sales and marketing expense     $ 17,583  $ 12,778  $ 34,143  $ 24,505
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                           (1,121)     (921)   (2,514)   (1,830)
                                     --------  --------  --------  --------
Non-GAAP sales and marketing expense $ 16,462  $ 11,857  $ 31,629  $ 22,675
                                     ========  ========  ========  ========

GAAP research and development
 expense                             $  6,929  $  5,034  $ 13,600  $ 10,072
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                             (710)     (406)   (1,511)     (876)
                                     --------  --------  --------  --------
Non-GAAP research and development
 expense                             $  6,219  $  4,628  $ 12,089  $  9,196
                                     ========  ========  ========  ========

GAAP general and administrative
 expense                             $  8,370  $  6,317  $ 16,819  $ 12,987
  Amortization of intangible assets
   (1)                                 (1,833)     (683)   (3,658)   (1,154)
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                           (1,816)   (1,433)   (3,664)   (2,861)
  Acquisition related adjustments
   (3)                                   (111)       90      (333)     (914)
                                     --------  --------  --------  --------
Non-GAAP general and administrative
 expense                             $  4,610  $  4,291  $  9,164  $  8,058
                                     ========  ========  ========  ========

GAAP operating expense               $ 32,882  $ 24,129  $ 64,562  $ 47,564
  Amortization of intangible assets
   (1)                                 (1,833)     (683)   (3,658)   (1,154)
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                           (3,647)   (2,760)   (7,689)   (5,567)
  Acquisition related adjustments
   (3)                                   (111)       90      (333)     (914)
                                     --------  --------  --------  --------
Non-GAAP operating expense           $ 27,291  $ 20,776  $ 52,882  $ 39,929
                                     ========  ========  ========  ========

GAAP operating income                $ 26,888  $ 19,127  $ 50,606  $ 36,184
  Amortization of intangible assets
   (1)                                  3,536     1,435     7,043     2,607
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                            3,718     2,807     7,852     5,667
  Acquisition related adjustments
   (3)                                    111       (90)      333       914
                                     --------  --------  --------  --------
Non-GAAP operating income            $ 34,253  $ 23,279  $ 65,834  $ 45,372
                                     ========  ========  ========  ========

GAAP other income (expense)          $     74  $   (140) $    146  $   (391)
  Acquisition related adjustments
   (3)                                     13       108        22       108
                                     --------  --------  --------  --------
Non-GAAP other income (expense)      $     87  $    (32) $    168  $   (283)
                                     ========  ========  ========  ========

GAAP income tax expense              $  7,535  $  5,436  $ 14,194  $ 10,532
  Income tax effect on non-GAAP
   exclusions (4)                       2,025     1,123     4,216     2,170
                                     --------  --------  --------  --------
Non-GAAP income tax expense          $  9,560  $  6,559  $ 18,410  $ 12,702
                                     ========  ========  ========  ========

GAAP net income                      $ 19,427  $ 13,551  $ 36,558  $ 25,261
  Amortization of intangible assets
   (1)                                  3,536     1,435     7,043     2,607
  Stock-based compensation expense
   and related employer-paid payroll
   taxes (2)                            3,718     2,807     7,852     5,667
  Acquisition related adjustments
   (3)                                    124        18       355     1,022
  Tax benefits associated with above
   adjustments (4)                     (2,025)   (1,123)   (4,216)   (2,170)
                                     --------  --------  --------  --------
Non-GAAP net income                  $ 24,780  $ 16,688  $ 47,592  $ 32,387
                                     ========  ========  ========  ========

Non-GAAP diluted earnings per share
 (5)                                 $   0.33  $   0.22  $   0.63  $   0.44
                                     ========  ========  ========  ========
Weighted-average shares used in
 computing diluted earnings per
 share                                 75,848    74,346    75,642    74,184
                                     ========  ========  ========  ========

Percentage of Revenue:

GAAP gross profit                        93.3%     94.4%     93.1%     94.3%
  Non-GAAP adjustments (1)(2)             2.8       1.7       2.9       1.7
                                     --------  --------  --------  --------
Non-GAAP gross profit                    96.1%     96.1%     96.0%     96.1%
                                     ========  ========  ========  ========

GAAP operating margin                    42.0%     41.7%     40.9%     40.7%
  Non-GAAP adjustments (1)(2)(3)         11.5       9.1      12.3      10.3
                                     --------  --------  --------  --------
Non-GAAP operating margin                53.5%     50.8%     53.2%     51.1%
                                     ========  ========  ========  ========

GAAP net income                          30.3%     29.6%     29.6%     28.4%
  Non-GAAP adjustments (1)(2)(3)(4)       8.4       6.8       8.9       8.0
                                     --------  --------  --------  --------
Non-GAAP net income                      38.7%     36.4%     38.5%     36.5%
                                     ========  ========  ========  ========

(1) Amortization of Intangible Assets. We provide non-GAAP information which excludes expenses for the amortization of intangible assets which primarily relate to purchased intangible assets associated with our acquisitions. Because of varying fair value amounts of intangible assets, subjective impairment assumptions and the variety of useful lives, which affect the recognition of amortization expense, we believe that the exclusion of amortization expense allows for more accurate comparisons of our operating results to our peer companies. The amortization of purchased intangible assets associated with our acquisitions results in our recording expenses in our GAAP financial statements that were already expensed by the acquired company before the acquisition and for which we have not expended cash. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.

(2) Stock-Based Compensation Expense and Related Employer-Paid Payroll Taxes. We provide non-GAAP information which excludes expenses for stock-based compensation and related employer-paid payroll taxes. We believe the exclusion of these items allows for financial results that are more indicative of our continuing operations. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock- based compensation is dependent on our stock price and the timing of the taxable events related to the equity awards, over which our management has little control, and does not correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and the related employer-paid payroll taxes, management excludes these expenses when analyzing the organization's business performance.

(3) Acquisition Related Adjustments. We exclude certain expense items resulting from acquisitions including the following, when applicable: (i) amortization of purchased intangible assets associated with our acquisitions (see Note 1 for further discussion); (ii) legal, accounting and advisory fees to the extent associated with acquisitions; (iii) changes in fair value of contingent consideration; (iv) costs related to integrating the acquired businesses; and (v) restructuring costs, including adjustments related to changes in estimates, related to acquisitions. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, acquisitions result in non-continuing operating expenses, which would not otherwise have been incurred by us in the normal course of our organic business operations, with respect to each acquisition. We believe that providing non-GAAP information for acquisition related expense items in addition to the corresponding GAAP information allows the users of our financial statements to better review and understand the historic and current results of our continuing operations, and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.

(4) Income Tax Effect of Non-GAAP Exclusions. We believe providing financial information with and without the income tax effect of excluding items related to our non-GAAP financial measures provide our management and users of the financial statements with better clarity regarding the ongoing performance and future liquidity of our business.

(5) Non-GAAP Diluted Earnings Per Share Item. We provide non-GAAP diluted earnings per share. The non-GAAP diluted earnings per share amount was calculated based on our non-GAAP net income and the weighted-average number of shares outstanding during the reporting period.

                              SolarWinds, Inc.
     Reconciliation of Free Cash Flow to GAAP Cash Flows From Operating
                                 Activities
                               (In thousands)
                                (Unaudited)


                                     Three Months Ended   Six Months Ended
                                          June 30,            June 30,
                                     ------------------  ------------------
                                       2012      2011      2012      2011
                                     --------  --------  --------  --------

Reconciliation of free cash flow to
 GAAP cash flows from operating
 activities:
  GAAP cash flows from operating
   activities                        $ 34,096  $ 23,637  $ 62,435  $ 42,503
  Excess tax benefit from stock-
   based compensation                   1,875       874     5,184     4,439
  Purchases of property and
   equipment                             (789)     (465)   (1,560)   (1,063)
                                     --------  --------  --------  --------
  Free cash flow (1)                 $ 35,182  $ 24,046  $ 66,059  $ 45,879
                                     ========  ========  ========  ========

(1) Free Cash Flow: We define free cash flow as cash flows from operating activities plus the excess tax benefit from stock-based compensation and less the purchases of property and equipment. We believe free cash flow is an important liquidity measure that reflects the cash generated by the business after the purchase of property and equipment that can then be used for, among other things, strategic acquisitions and investments in the business, stock repurchases and funding ongoing operations.

                              SolarWinds, Inc.
              Condensed Consolidated Statements of Cash Flows
                               (In thousands)
                                (Unaudited)


                                     Three Months Ended   Six Months Ended
                                          June 30,            June 30,
                                     ------------------  ------------------
                                       2012      2011      2012      2011
                                     --------  --------  --------  --------
Cash flows from operating activities
  Net income                         $ 19,427  $ 13,551  $ 36,558  $ 25,261
  Adjustments to reconcile net
   income to net cash provided by
   operating activities:
    Depreciation and amortization       4,335     2,126     8,631     3,958
    Provision for doubtful accounts       (33)       79         7        68
    Stock-based compensation expense    3,671     2,781     7,536     5,450
    Deferred taxes                     (1,160)      765    (1,655)      293
    Excess tax benefit from stock-
     based compensation                (1,875)     (874)   (5,184)   (4,439)
    Other non-cash expenses               282       103       664       213
  Changes in operating assets and
   liabilities, net of assets
   acquired and liabilities assumed
   in business combinations:
    Accounts receivable                (1,236)   (1,866)   (2,050)   (2,154)
    Income taxes receivable               (14)     (119)       36      (109)
    Prepaid and other current assets     (656)   (1,672)     (583)     (252)
    Accounts payable                      (95)      741       267       463
    Accrued liabilities                 1,851     1,101       457    (1,784)
    Income taxes payable                5,043     4,379     8,259     9,800
    Deferred revenue and other
     liabilities                        4,556     2,542     9,492     5,735
                                     --------  --------  --------  --------
      Net cash provided by operating
       activities                      34,096    23,637    62,435    42,503

Cash flows from investing activities
  Purchases of investments            (30,136)        -   (42,084)        -
  Maturities of investments             9,460         -    19,000         -
  Purchases of property and
   equipment                             (789)     (465)   (1,560)   (1,063)
  Purchases of intangible assets and
   other                                 (761)     (184)     (902)     (292)
  Acquisition of businesses, net of
   cash acquired                       (9,850)        -   (20,884)  (23,000)
  Earnout payments for acquisitions         -         -    (3,203)   (3,743)
                                     --------  --------  --------  --------
      Net cash used in investing
       activities                     (32,076)     (649)  (49,633)  (28,098)

Cash flows from financing activities
   Repurchase of common stock               -        (2)   (1,334)     (307)
   Exercise of stock options            2,427     1,816     5,683     7,009
  Excess tax benefit from stock-
   based compensation                   1,875       874     5,184     4,439
                                     --------  --------  --------  --------
      Net cash provided by financing
       activities                       4,302     2,688     9,533    11,141
Effect of exchange rate changes on
 cash and cash equivalents             (1,650)      520    (1,034)    1,964
                                     --------  --------  --------  --------
  Net increase in cash and cash
   equivalents                          4,672    26,196    21,301    27,510
Cash and cash equivalents
  Beginning of period                 139,336   143,317   122,707   142,003
                                     --------  --------  --------  --------
  End of period                      $144,008  $169,513  $144,008  $169,513
                                     ========  ========  ========  ========

Supplemental disclosure of cash flow
 information
  Cash paid for income taxes         $  3,586  $    376  $  7,398  $    464
                                     ========  ========  ========  ========
Noncash investing transactions
  Accrued earnout                    $      -  $      -  $    951  $  3,938
                                     ========  ========  ========  ========