VMware 2012 Annual Report Download - page 97

Table of Contents VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
From time to time, future stock repurchases may be made pursuant to the November 2012 and February 2012 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, 2012 , 2011 and 2010
(table in thousands, 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,
2012 , the authorized amount remaining for repurchase was $467.9 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. A total of 6.4 million shares of VMware Class A common stock were reserved for future issuance. 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, 2012 , 0.6 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, 2012 , 2011 and 2010 (table in thousands, except per share
amounts):
As of December 31, 2012 , $37.2 million of ESPP withholdings were recorded as a liability on the consolidated balance sheet for the next
purchase in January 2013 .
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 not elect to exchange their EMC options for options
to purchase VMware Class A common stock continue to have their existing grants governed under EMC’s stock plans. Additionally, if an
employee transferred from EMC to VMware had outstanding EMC options at the date of transfer, the employee retained their EMC grant which
also continues to be governed under the EMC stock plan. Similarly, if an employee transferred from VMware to EMC had outstanding VMware
options at the date of transfer, the employee retained their VMware grant which continues to be governed under the VMware stock plan.
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For the Years Ended December 31,
2012
2011 2010
Aggregate purchase price
$
467,534
$
526,203
$
338,527
Class A common shares repurchased
5,132
5,953
4,909
Weighted-average price per share
$
91.10
$
88.37
$
68.96
For the Year Ended December 31,
2012
2011 2010
Cash proceeds
$
69,372
$
56,964
$
45,162
Class A common shares purchased
897
816
1,510
Weighted-average price per share
$
77.34
$
69.81
$
29.90