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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________ ______________________________________________________________________________
Form 10-K
____________ ______________________________________________________________________________
(Mark One)
For the fiscal year ended December 31, 2011
OR
For transition period from to
Commission File Number 001-33622
____________ ______________________________________________________________________________
VMWARE, INC.
(Exact name of registrant as specified in its charter)
____________ ______________________________________________________________________________
(650) 427-5000
(Registrant’s telephone number, including area code)
____________ ______________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:
None
____________ ______________________________________________________________________________
Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 3
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 3 No
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
No 3
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 No 3
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes 3 No
At June 30, 2011 , the aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant (based upon the closing sale price of such shares
on the New York Stock Exchange on June 30, 2011 ) was approximately $6,952,611,111 . Shares of the registrant’s Class A common stock and Class B common stock held by each
executive officer and director and by each entity or person, other than investment companies, that, to the registrant’s knowledge, owned 5% or more of the registrant’s outstanding
Class A common stock as of June 30, 2011 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of February 17, 2012 , the number of shares of common stock, par value $0.01 per share, of the registrant outstanding was 425,092,454, of which 125,092,454 shares were
Class A common stock and 300,000,000 were Class B common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the registrant’s Proxy Statement for
the Annual Meeting of Stockholders to be held in 2012. The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission no later than 120 days
after the end of the registrant’s fiscal year ended December 31, 2011 .
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
3
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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)
Title of each class Name of each exchange on which registered
Class A Common Stock, par value $0.01 New York Stock Exchange
Large accelerated filer
Accelerated filer 3
Non-accelerated filer 3 (Do not check if a smaller reporting company)
Smaller reporting company 3