VMware 2013 Annual Report Download - page 87

Table of Contents VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
VMware Stock Repurchases
The following table summarizes stock repurchase authorizations in the years ended December 31, 2013 , 2012 and 2011 (amounts in table in millions):
From time to time, future stock repurchases may be made pursuant to the August 2013 authorizations in open market transactions or privately negotiated
transactions as permitted by securities laws and other legal requirements. VMware is not obligated to purchase any shares under its stock repurchase
programs. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including VMware’s stock price,
cash requirements for operations and business combinations, corporate and regulatory requirements and other market and economic conditions. Purchases can
be discontinued at any time that VMware feels additional purchases are not warranted. All shares repurchased under VMware’s stock repurchase programs
are retired.
The following table summarizes stock repurchase activity in the years ended December 31, 2013 , 2012 and 2011 (table in millions, except per share
amounts):
The amount of repurchased shares includes commissions and was classified as a reduction to additional paid-in capital. As of December 31, 2013 , the
cumulative authorized amount remaining for repurchase was $660 million .
VMware Employee Stock Purchase Plan
In June 2007, VMware adopted its 2007 Employee Stock Purchase Plan (the “ESPP”),
which is intended to be qualified under Section 423 of the Internal
Revenue Code. In May 2013, VMware amended its ESPP to increase the number of shares available for issuance by 8 million shares. Under the ESPP,
eligible VMware employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85%
of the
fair market value at the time of exercise. Options to purchase shares are generally granted twice yearly on February 1 and August 1 and exercisable on the
succeeding July 31 and January 31, respectively, of each year. As of December 31, 2013 , 7 million shares of VMware Class A common stock were available
for issuance under the ESPP.
The following table summarizes ESPP activity in the years ended December 31, 2013 , 2012 and 2011 (table in millions, except per share amounts):
As of December 31, 2013 , $36 million of ESPP withholdings were recorded as a liability on the consolidated balance sheet for the next purchase that
occurred during January 2014 .
VMware and EMC Stock Options
Prior to the adoption of VMware’s 2007 Plan in June 2007, eligible VMware employees participated in EMC’s equity plans. In August 2007, VMware
and EMC completed an exchange offer enabling eligible VMware employees to exchange their options to acquire EMC common stock for options to acquire
VMware Class A common stock. VMware employees who did
84
Authorization Date
Amount Authorized Expiration Date Status
August 2013 $700 End of 2015 Open
November 2012
250 End of 2014 Completed in Q4'13
February 2012 600 End of 2013 Completed in Q2'13
February 2011
550 End of 2012 Completed in Q2'12
March 2010 400 End of 2011 Completed in Q1'11
For the Year Ended December 31,
2013
2012 2011
Aggregate purchase price
$
508
$
467
$
526
Class A common shares repurchased
7
5
6
Weighted-average price per share
$
76.58
$
91.10
$
88.37
For the Year Ended December 31,
2013
2012 2011
Cash proceeds
$
76
$
69
$
57
Class A common shares purchased
1
1
1
Weighted-average price per share
$
65.97
$
77.34
$
69.81