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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the 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)
_____________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class  Name of each exchange on which registered
Class A Common Stock, par value $0.01  New York Stock Exchange
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xNo¨
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¨Nox
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o
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o
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.o
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 o
Non-acceleratedfiler o(Donotcheckifasmallerreportingcompany) Smallerreportingcompany o
Indicatebycheckmarkwhethertheregistrantisashellcompany(asdefinedinRule12b-2oftheExchangeAct).YesoNox
AtJune30,2015,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,2015)wasapproximately$6,814,162,420.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,2015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19,2016,thenumberofsharesofcommonstock,parvalue$0.01pershare,oftheregistrantoutstandingwas423,592,297ofwhich123,592,297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

Table of contents

  • Page 1
    ... Avenue Palo Alto, CA (Address of principal executive offices) 94304 (Zip Code) (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A Common Stock, par value $0.01...

  • Page 2
    Meeting of Stockholders to be held in 2016. 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, 2015.

  • Page 3
    ... Operations Management, VMware NSX, AirWatch, Horizon, Horizon Suite, Horizon FLEX, vRealize, vRealize Suite, Virtual SAN, VMware Identity Manager, VMware Virtual Volumes, Workspace Environment Management, Workspace Suite, Workstation, Content Locker and AirWatch by VMware are registered trademarks...

  • Page 4
    ... including vSAN and NSX; costs and timing of our realignment plans; slowing of total revenue growth in 2016 as sales transition to emerging products; the level of overall license revenues growth in 2016; impact on professional services revenues of expanding our ecosystem of third-party professionals...

  • Page 5
    ... growth in sales volumes, production use and number of customers who have purchased VMware NSX, our network virtualization solution. In addition, our end-user computing solutions continue to grow driven in part by enterprise mobile management offerings. For additional financial information on our...

  • Page 6
    ... in, do not require purpose-built hardware, and can scale with the network. Our network virtualization solution is VMware NSX ("NSX"), which was launched in the third quarter of 2013. Sales volumes of NSX continued to grow during 2015 across three key customer priorities: security, automation, and...

  • Page 7
    ...network while enabling security, control and compliance of the corporate applications and data. Our cloud-based and local virtual desktop solutions are VMware Horizon Air and VMware Horizon FLEX, along with our real-time application delivery and lifecycle management solution, App Volumes, which were...

  • Page 8
    ...resale to end-user customers via resellers. These resellers are part of our VMware Partner Network ("VPN"), which offers resellers sales and product training, pricing incentives, rebates and access to the worldwide network of VMware distributors and the VMware Partner Central Web portal. In addition...

  • Page 9
    ... direct marketing, social media initiatives, free downloads and our website. We have invested in multiple online communities that enable customers and partners to share and discuss sales and development resources, best practices implementation, and industry trends among other topics. Our annual user...

  • Page 10
    ... virtualization and hardware-based server, networking and storage solutions converge, we also increasingly compete with companies who are members of our developer and technology partner ecosystem. Consequently, we may find it more difficult to continue to work together productively on other projects...

  • Page 11
    ... and ethics) and other governance-related policies; other news, blogs and announcements that we may post from time to time that investors might find useful or interesting; and opportunities to sign up for email alerts and RSS feeds to have information pushed in real time. EXECUTIVE OFFICERS OF...

  • Page 12
    ... various sales management positions with 3Com Corporation, Lucent Technologies Inc. and EMC. Mr. Eschenbach currently serves on the board of Palo Alto Networks. Jonathan C. Chadwick has served as VMware's Chief Financial Officer, Chief Operating Officer and Executive Vice President since August 2014...

  • Page 13
    ... and Horizon Suite and certain AirWatch offerings, and are working to extend our SDDC and NSX offerings into the public cloud. These initiatives present new and difficult technological and compliance challenges, and significant investments will be required to develop or acquire solutions to address...

  • Page 14
    ... virtualization and hardware-based server, networking and storage solutions converge, we also increasingly compete with companies who are members of our developer and technology partner ecosystem. Consequently, we may find it more difficult to continue to work together productively on other projects...

  • Page 15
    ... our SDDC products, if we fail to introduce compelling new features in future upgrades to our VMware vSphere product line, manage the transition to hybrid cloud platforms, develop new or tightly integrate existing applications for our virtualization technology that address customer requirements for...

  • Page 16
    ... virtually all of our business operations, ranging from our internal operations and product development activities to our marketing and sales efforts and communications with our customers and business partners. Unauthorized parties have penetrated our network security and our website in the past and...

  • Page 17
    ... that are important to our international sales and operations; difficulties in transferring funds from certain countries; increased compliance risks, particularly in emerging markets; and difficulties in maintaining appropriate controls relating to revenue recognition practices. For example, recent...

  • Page 18
    ... alleges that software code he wrote is used in a component of our vSphere product filed a lawsuit against us in Germany alleging copyright infringement for failing to comply with the terms of an open source license General Public License v.2 ("GPL v.2") and seeking an order requiring us to comply...

  • Page 19
    ... duration of sales cycles for our offerings has increased as our customers' purchasing decisions become more complex and require additional levels of approval. In addition, marketing and selling new technologies to enterprises requires significant investment of time and resources in order to educate...

  • Page 20
    ... offerings requires significant time and resources. Our failure to maintain good relationships with channel partners would likely lead to a loss of end users of our products and services, which would adversely affect our revenue. We generally do not have long-term contracts or minimum purchase...

  • Page 21
    ... an agreement with the Department of Justice ("DOJ") and the General Services Administration ("GSA") to pay $76 million to resolve allegations that our government sales practices between 2006 and 2013 had violated the federal False Claims Act. As set forth in the settlement agreement, VMware denied...

  • Page 22
    ... property, product quality, security, privacy practices, accounting practices, regulatory compliance or legal contingencies; maintaining or establishing acceptable standards, controls, procedures or policies with respect to the acquired business; risks relating to the challenges and costs of closing...

  • Page 23
    ... to income and indirect tax examinations. The Internal Revenue Service (the "IRS") is currently auditing the EMC consolidated group's federal tax returns for tax years 2009 through 2011. While we believe we have complied with all applicable income tax laws, a governing tax authority could have...

  • Page 24
    ...on our stock price. Following the closing of the Dell Acquisition, Denali will be highly leveraged and may be required to commit a substantial portion of its cash flows to servicing its indebtedness. While Denali has publicly stated that it plans to leave VMware free to use its cash to invest in the...

  • Page 25
    ... level of ownership significantly increases, EMC (or Denali, if the Dell acquisition is completed) could unilaterally effect a merger of VMware into EMC without a vote of VMware stockholders or the VMware board of directors at a price per share that might not reflect a premium to thencurrent market...

  • Page 26
    ... Dell Acquisition through the two-year anniversary of its completion, it will not acquire any shares of common stock of VMware if such acquisition would cause the common stock of VMware to no longer be publicly traded on a U.S. securities exchange or VMware to no longer be required to file reports...

  • Page 27
    ...federal income tax audits as a member of EMC's consolidated group, the tax sharing agreement provides that EMC has authority to control the audit and represent EMC and VMware's interests to the IRS. Accordingly, if we and EMC or its successor-in-interest (including Denali, if the Dell Acquisition is...

  • Page 28
    ... as EMC or, if the Dell Acquisition is completed, Denali beneficially owns shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of outstanding voting stock, EMC or, if the Dell Acquisition is completed, Denali can effectively control and direct...

  • Page 29
    ... diversion of management's attention and resources. If securities or industry analysts change their recommendations regarding our stock adversely, our stock price and trading volume could decline. The trading market for our Class A common stock is influenced by the research and reports that industry...

  • Page 30
    ...Administrative offices, sales and marketing, R&D and data center (1) Represents all of the right, title and interest purchased in a ground lease, which expires in 2046, covering the property and improvements located at VMware's Palo Alto, California campus. We have the right to build an...

  • Page 31
    Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock, par value $0.01 per share, trades on the New York Stock Exchange under the symbol VMW. The following table ...

  • Page 32
    ... program may be made at such times and in such amounts as we deem appropriate. 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...

  • Page 33
    Table of Contents ITEM 6. SELECTED FINANCIAL DATA FIVE-YEAR SELECTED CONSOLIDATED FINANCIAL DATA (amounts in millions, except per share amounts, and shares in thousands) For the Year Ended December 31, 2015 $ Revenues: License Services GSA settlement Total revenues Operating income Net...

  • Page 34
    ... continued growth in sales volumes, production use, and number of customers who have purchased VMware NSX ("NSX"), our network virtualization solution, throughout 2015. We also continue to see growth in sales volumes and increase in customer count of our Virtual SAN ("vSAN") product and other newer...

  • Page 35
    ... subject to local information and consultation processes with employees or their representatives if required by law. Dell and EMC Merger We are a majority-owned and controlled subsidiary of EMC Corporation ("EMC"). As of December 31, 2015 , EMC held 81.3% of our outstanding common stock and 97.5% of...

  • Page 36
    ... in 2016 to slow as sales growth transitions to our emerging products. License Revenues License revenues increased 5% in 2015 and 14% in 2014. Our license revenues increased primarily as a result of increased sales of our emerging product offerings, including NSX, AirWatch mobile solutions, and...

  • Page 37
    ... based transactions into U.S. dollars using the exchange rates that were effective in the comparable prior year period and compared the calculated amount to the amount, as reported, in the comparable prior year period. Cost of License Revenues Our cost of license revenues principally consists of the...

  • Page 38
    ... development of our product software and service offerings. Our research and development expenses during the years ended December 31, 2015 , 2014 and 2013 were as follows (dollars in millions): Research and development Stock-based compensation Total expenses % of Total revenues $ $ For the Year...

  • Page 39
    ... such as our annual VMworld U.S. and VMworld Europe conferences. Our sales and marketing expenses during the years ended December 31, 2015 , 2014 and 2013 were as follows (dollars in millions): Sales and marketing Stock-based compensation Total expenses % of Total revenues $ $ For the Year Ended...

  • Page 40
    ... products. Actions associated with this plan are expected to be completed by June 30, 2016. Other Income (Expense), Net Our other income (expense), net during the years ended December 31, 2015 , 2014 and 2013 were as follows (dollars in millions): Other income (expense), net % of Total revenues...

  • Page 41
    ... EMC's products and sells them to end users. EMC purchases products and services from us for internal use. We provide professional services to end users based upon contractual agreements with EMC. From time to time, we and EMC enter into agreements to collaborate on technology projects, and EMC pays...

  • Page 42
    ... end user by us and remitted to EMC. • Information about our costs from such arrangements with EMC for the years ended December 31, 2015 , 2014 and 2013 consisted of the following (table in millions): Purchases and leases of products and purchases of services Collaborative technology project...

  • Page 43
    ... within 60 days of each quarter-end. The timing of the tax payments due to and from related parties is governed by the tax sharing agreement with EMC. Notes Payable to EMC We and EMC entered into a note exchange agreement on January 21, 2014 providing for the issuance of three promissory notes in...

  • Page 44
    ... paid $150 million to EMC under the tax sharing agreement, and in 2013 we benefited from the net receipt of $24 million. Investing Activities Cash used in investing activities is generally attributable to the purchase of available-for-sale securities, business acquisitions, and capital expenditures...

  • Page 45
    ... annual rate of 1.75% . Interest is payable quarterly in arrears. The notes may be prepaid without penalty or premium. We drew down on all three notes in late January 2014. Stock Repurchase Program From time to time, we repurchase stock pursuant to authorized stock repurchase programs in open market...

  • Page 46
    ...interest payments on the notes payable to EMC. See "Liquidity and Capital Resources" for a discussion of the $1,500 million notes payable we entered into with EMC on January 21, 2014, in connection with our agreement to acquire AirWatch. Our operating leases are primarily for facility space and land...

  • Page 47
    ...upgrades or license products that have not been made available. We generally do not have VSOE of fair value for specified upgrades or license products. Accordingly, revenue recognition is deferred for multiple-element arrangements that entitle a customer to specified upgrades or new license products...

  • Page 48
    ... agreements and acquired developed technologies; the acquired company's trade name and customer relationships as well as assumptions about the period of time the acquired trade name and customer relationships will continue to be used in the combined company's product portfolio; discount rates used...

  • Page 49
    Table of Contents Upon adoption, entities will be required to recognize the amount of revenue that they expect to be entitled to for the transfer of promised goods or services to their customers. The updated standard is effective for the Company in the first quarter of 2018 and permits the use of ...

  • Page 50
    ... 8 of this Annual Report on Form 10-K for further information. Equity Price Risk Strategic Investments Our strategic investments include privately held companies which are considered to be in the start-up or development stages and are inherently risky. The technologies or products these companies...

  • Page 51
    ... FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA VMware, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Report of Independent Registered Public Accounting Firm Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013 Consolidated Statements of Comprehensive...

  • Page 52
    ... and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control...

  • Page 53
    ...) Revenues: License Services GSA settlement Total revenues Operating expenses (1) : Cost of license revenues Cost of services revenues Research and development Sales and marketing General and administrative Realignment charges Operating income Investment income Interest expense with EMC Other...

  • Page 54
    ... Year Ended December 31, 2015 $ 997 $ (7) - (7 7) $ 990 $ 2014 886 $ (1) (3) (4) (1) (1) (5) 881 $ - - (2) 1,012 - (2) (2) 2013 1,014 Net income Other comprehensive income (loss): Changes in market value of available-for-sale securities: Unrealized...

  • Page 55
    ...: Accounts payable Accrued expenses and other Unearned revenues Total current liabilities Notes payable to EMC Unearned revenues Other liabilities Total liabilities Commitments and contingencies (refer to Note L) Stockholders' equity: Class A common stock, par value $.01; authorized 2,500,000 shares...

  • Page 56
    ... Accounts payable Accrued expenses Income taxes receivable from EMC Income taxes payable Unearned revenues Net cash provided by operating activities Investing activities: Additions to property and equipment Purchases of available-for-sale securities Sales of available-for-sale securities Maturities...

  • Page 57
    ... items: Changes in capital additions, accrued but not paid Changes in tax withholdings on vesting of restricted stock, accrued but not paid Fair value of stock-based awards assumed in acquisitions $ (49) $ (2) - 19 $ 7 24 (16) - - The accompanying notes are an integral part...

  • Page 58
    ... 31, 2013 Proceeds from issuance of common stock Issuance of stock-based awards in acquisition Repurchase and retirement of common stock Issuance of restricted stock, net of cancellations Shares withheld for tax withholdings on vesting of restricted stock Stock-based compensation Excess tax benefits...

  • Page 59
    Activities with non-controlling interests Net income Balance, December 31, 2015 - - 122 $ - - 1 - - 300 $ - - 3 $ - - 2,728 $ - 997 5,195 $ - - (8) $ (1) - 4 (1) 997 7,923 $ The accompanying notes are an integral part of the consolidated ...

  • Page 60
    ...to the rules and regulations of the Securities and Exchange Commission (the "SEC") for annual financial reporting. 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...

  • Page 61
    ...the subscription term commencing upon delivery of the service. Hosted services are also provided on a consumption basis with revenues recognized commensurate with customer's usage of the related services. Rebate Reserves and Marketing Development Funds Rebates are offered to certain channel partners...

  • Page 62
    ... in the amount of revenues that VMware reports in a particular period. VSOE of fair value for an undelivered element is generally based on historical stand-alone sales to third parties. In limited instances, for an offering that is not yet sold, VSOE is the price established by management if it is...

  • Page 63
    ... restricted cash balance related to the acquisition of AirWatch LLC ("AirWatch"), which was released and paid to certain employees of AirWatch during 2015. Refer to Note B for further information. As of December 31, 2015 , VMware's total cash, cash equivalents and short-term investments were $7,509...

  • Page 64
    ... million in the years ended December 31, 2015 , 2014 and 2013 , respectively. Income Taxes Income taxes as presented herein are calculated on a separate tax return basis, although VMware is included in the consolidated tax return of EMC. However, certain transactions that VMware and EMC are parties...

  • Page 65
    ... accounted for 11% of revenues in each of the years ended December 31, 2015 , 2014 and 2013 . Accounting for Stock-Based Compensation The Black-Scholes option-pricing model is used to determine the fair value of VMware's stock option awards and Employee Stock Purchase Plan (the "ESPP") shares...

  • Page 66
    ... mobile management and security solutions. On February 2, 2015, VMware acquired all of the outstanding shares of Immidio B.V. ("Immidio") to expand VMware's workspace environment management solutions within the End-User Computing product group. The aggregate purchase price for these two acquisitions...

  • Page 67
    ... and their estimated useful lives by VMware in conjunction with the acquisitions of AirWatch (amounts in table in millions): Useful Lives (in years) Weighted-Average Useful Lives (in years) Fair Value Amount Purchased technology Customer relationships and customer lists Trademarks and tradenames...

  • Page 68
    ... the fair value of the intangible assets acquired by VMware in conjunction with the acquisitions of Desktone and Virsto (amounts in table in millions): Weighted-Average Useful Lives (in years) Fair Value Amount Purchased technology Vendor contracts In-process research and development ("IPR...

  • Page 69
    ... Useful Lives (in years) 6.6 34.9 8.4 8.6 2.9 December 31, 2015 Purchased technology Leasehold interest Customer relationships and customer lists Trademarks and tradenames Other Total definite-lived intangible assets Gross Carrying Amount Accumulated Amortization Net Book Value...

  • Page 70
    ...millions): Balance, beginning of the year Increase in goodwill related to business combinations Deferred tax adjustments to purchase price allocations on acquisitions Balance, end of the year C. Realignment Charges During the year ended 2015 , VMware eliminated approximately 380 positions across...

  • Page 71
    ... 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 net income per share as both classes share the same rights in dividends...

  • Page 72
    ...the diluted net income per share calculations during the year ended December 31, 2015 , 2014 and 2013, because their effect would have been anti-dilutive (shares in thousands): Anti-dilutive securities: Employee stock options Restricted stock units Total 69 2015 2,219 249 2,468...

  • Page 73
    ...obligations Asset-backed securities Mortgage-backed securities Total short-term investments Other assets: Marketable available-for-sale equity securities Cash Cash equivalents: Money-market funds U.S. and foreign corporate debt securities Foreign governments and multi-national agency obligations...

  • Page 74
    ... forward contracts and notes payable to EMC. At December 31, 2015 and 2014 , VMware's Level 2 securities were generally priced using non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted...

  • Page 75
    ... hierarchy of VMware's cash equivalents, available-for-sale securities, and forward contracts, that were required to be measured at fair value as of December 31, 2015 and 2014 (tables in millions): Cash equivalents: Money-market funds Time deposits Total cash equivalents Short-term investments...

  • Page 76
    ... and losses on investments during the years ended December 31, 2015 , 2014 and 2013 were not material. Strategic investments are included in other assets, net on the consolidated balance sheets. The carrying value of VMware's strategic investments accounted for under the cost method was $103 million...

  • Page 77
    ... relate to rebates and marketing development fund accruals for channel partners, system vendors and systems integrators, as well as accrued royalties. J. Unearned Revenues Unearned revenues as of December 31, 2015 and 2014 consisted of the following (table in millions): Unearned license revenues...

  • Page 78
    ...income before provisions for income taxes were as follows (table in millions): For the Year Ended December 31, 2015 $ $ 257 $ 956 1,213 $ 2014 174 $ 874 1,048 $ 2013 160 987 1,147 Domestic International Total VMware's provision for income taxes consisted of the following (table...

  • Page 79
    ...rate State taxes, net of federal benefit Tax rate differential for international jurisdictions U.S. tax credits (1) Permanent items and other Effective tax rate (1) For the Year Ended December 31, 2015 35 % 1 % (20)% (2)% 4 % 18 % 2014 35 % 1 % (21)% (3)% 4 % 16 % 2013...

  • Page 80
    ... are assessed using consolidated tax return rules. Pursuant to the tax sharing agreement, VMware has made payments to EMC and EMC has made payments to VMware. The following table summarizes these payments made between VMware and EMC during the years ended December 31, 2015 , 2014 and 2013 (table in...

  • Page 81
    ... that VMware's government sales practices between 2006 and 2013 had violated the federal False Claims Act. The settlement was paid and recorded as a reduction of VMware's total revenues during the year ended December 31, 2015. On March 27, 2015, Phoenix Technologies ("Phoenix") filed a complaint...

  • Page 82
    ... primarily for the ground leases on VMware's Palo Alto, California headquarter facilities, which expire in 2046 . As several of VMware's operating leases are payable in foreign currencies, the operating lease payments may fluctuate in response to changes in the exchange rate between the U.S. dollar...

  • Page 83
    ...to convert all outstanding shares of Class B common stock into shares of Class A common stock, provided that VMware has received a favorable private letter ruling from the Internal Revenue Service satisfactory to EMC to the effect that the conversion will not affect the intended tax treatment of the...

  • Page 84
    ... any time VMware believes additional purchases are not warranted. All shares repurchased under VMware's stock repurchase programs are retired. The following table summarizes stock repurchase authorizations, which were open or completed during the years ended December 31, 2015 , 2014 and 2013 (amount...

  • Page 85
    ... of the Internal Revenue Code. As of December 31, 2015 , the number of authorized shares under the ESPP was a total of 14.3 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...

  • Page 86
    ...adjusted closing stock price of $25.68 as of December 31, 2015 , which would have been received by the option holders had all in-the-money options been exercised as of that date. (2) The total fair value of VMware stock options that vested during the years ended December 31, 2015 , 2014 and 2013...

  • Page 87
    ...during the years ended December 31, 2015 , 2014 and 2013 were $3 million , $7 million and $8 million , respectively. VMware Restricted Stock VMware's restricted stock primarily consists of restricted stock unit ("RSU") awards granted to employees. RSUs are valued based on VMware's stock price on the...

  • Page 88
    ..., 2015 , 2014 and 2013 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: VMware Stock Options Dividend yield Expected volatility Risk-free interest rate Expected term (in years) Weighted-average fair value at grant date...

  • Page 89
    ... 2014 None 32.3% 0.1% 0.5 20.71 $ 2013 None 32.9% 0.1% 0.5 20.45 VMware Employee Stock Purchase Plan Dividend yield Expected volatility Risk-free interest rate Expected term (in years) Weighted-average fair value at grant date The weighted-average grant date fair value of VMware stock...

  • Page 90
    ... end users. EMC purchases products and services from VMware for internal use. VMware provides professional services to end users based upon contractual agreements with EMC. From time to time, VMware and EMC enter into agreements to collaborate on technology projects, and EMC pays VMware for services...

  • Page 91
    ... within 60 days of each quarter-end. The timing of the tax payments due to and from related parties is governed by the tax sharing agreement with EMC. Notes Payable to EMC VMware and EMC entered into a note exchange agreement on January 21, 2014 providing for the issuance of three promissory notes...

  • Page 92
    ...123 6,035 $ 2013 2,485 2,722 5,207 Revenues by geographic area are based on the ship-to addresses of VMware's customers. No individual country other than the United States accounted for 10% or more of revenues for the years ended December 31, 2015 and 2014 . It was not practicable for VMware to...

  • Page 93
    ... controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange...

  • Page 94
    Table of Contents the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will ...

  • Page 95
    Table of Contents ITEM 9B. None. OTHER INFORMATION 92

  • Page 96
    Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE We will furnish to the Securities and Exchange Commission a definitive Proxy Statement no later than 120 days after the close of the fiscal year ended December 31, 2015. The information required by this item ...

  • Page 97
    ...2007 Employee Stock Purchase Plan, as amended and restated November 14, 2013 10.12 First Amendment to Tax Sharing Agreement between VMware, Inc. and EMC Corporation effective as of January 1, 2011 Agreement of Purchase and Sale Agreement between Roche Palo Alto LLC and VMware, Inc. dated March...

  • Page 98
    Table of Contents Exhibit Number Filed Herewith Incorporated by Reference Exhibit Description Form/ File No. Date 32.1 32.2 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of...

  • Page 99
    ... of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities indicated and on the dates indicated. Date Signature February 25, 2016 February 25, 2016 February 25, 2016 February 25...

  • Page 100
    ...Write-Offs Balance at End of Period Year ended December 31, 2015 allowance for doubtful accounts Year ended December 31, 2014 allowance for doubtful accounts Year ended December 31, 2013 allowance for doubtful accounts - - (2) 2 2 2 Tax Valuation Allowance $ Balance at Beginning of...

  • Page 101
    ... Europe VMware France SAS VMware Global, Inc. VMware Hong Kong Limited VMware Information Technology (China) Co. Ltd VMware International Limited VMware International Marketing Limited VMware Israel Ltd. VMware Italy S.r.l. VMware Korea Co., Ltd. VMware Malaysia SDN. BHD. VMware Marketing Austria...

  • Page 102
    ... 333-206114) of VMware, Inc. of our report dated February 25, 2016 relating to the financial statements, financial statement schedule and effectiveness of internal control over financial reporting which appears in this Form 10â€'K. /s/ PricewaterhouseCoopers LLP San Jose, California February 25...

  • Page 103
    ... financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to...

  • Page 104
    ... financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to...

  • Page 105
    ...31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of VMware, Inc. Date: February 25, 2016 By...

  • Page 106
    ...31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of VMware, Inc. Date: February 25, 2016 By...