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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRERT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 26, 2021
 
VMWARE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware   001-33622   94-3292913
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification Number)
 
3401 Hillview Avenue Palo Alto CA   94304
(Address of Principal Executive Offices)   (Zip code)
Registrant’s telephone number, including area code: (650) 427-5000

N/A
(Former Name or Former Address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock VMW New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.
On August 26, 2021, VMware issued a press release announcing its financial results for the quarter ended July 30, 2021 (“Press Release”). The Press Release, which includes information regarding VMware’s use of non-GAAP financial measures, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act ”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of VMware, Inc. announcing financial results dated August 26, 2021
    
        




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      VMware, Inc.
 
 
Date: August 26, 2021 By:   /s/ Zane Rowe
      Zane Rowe
Chief Financial Officer and Executive Vice President
 

 



Exhibit 99.1

VMware Reports Fiscal Year 2022 Second Quarter Results
Total Revenue growth of 9% year-over-year
Subscription and SaaS revenue growth of 23% year-over-year

PALO ALTO, Calif., August 26, 2021 — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the second quarter of fiscal year 2022:

Revenue for the second quarter was $3.14 billion, an increase of 9% from the second quarter of fiscal 2021.

The combination of subscription and SaaS and license revenue was $1.51 billion, an increase of 12% from the second quarter of fiscal 2021.

Subscription and SaaS revenue for the second quarter was $776 million, an increase of 23% year-over-year.

Subscription and SaaS ARR for the second quarter was $3.15 billion, an increase of 26% year-over-year.

GAAP net income for the second quarter was $411 million, or $0.97 per diluted share, down 8% per diluted share compared to $447 million, or $1.06 per diluted share, for the second quarter of fiscal 2021. Non-GAAP net income for the second quarter was $739 million, or $1.75 per diluted share, down 3% per diluted share compared to $766 million, or $1.81 per diluted share, for the second quarter of fiscal 2021.

GAAP operating income for the second quarter was $525 million, a decrease of 2% from the second quarter of fiscal 2021. Non-GAAP operating income for the second quarter was $924 million, a decrease of 3% from the second quarter of fiscal 2021.

Operating cash flow for the second quarter was $864 million. Free cash flow for the second quarter was $777 million.

RPO for the second quarter totaled $11.2 billion, up 8% year-over-year.

Company remains on track for planned spin-off from Dell Technologies Inc. in early November 2021.

“Our customers are evolving their strategies from a ‘cloud first’ to a ‘cloud smart’ philosophy where they are picking the right clouds and cloud services for the right workload, and turning to a multi-cloud environment,” said Raghu Raghuram, VMware CEO. “We are delivering the multi-cloud platform for all applications, enabling the digital innovation and enterprise control that our customers need to accelerate their businesses today and in the future.”

“We are pleased with our Q2 financial performance with Subscription and SaaS ARR increasing26% year-over-year to $3.2 billion,” said Zane Rowe, executive vice president and CFO, VMware. “Our performance in Q2 reflects strong year-over-year product bookings growth in major categories, including our multi-cloud and modern applications businesses along with End-User Computing.”

Business Highlights & Strategic Announcements
VMware introduced VMware Anywhere Workspace, a solution that brings together VMware Workspace ONE, VMware SASE and VMware Carbon Black Cloud, empowering organizations to manage multi-modal employee experiences, better secure the distributed edge, and automate the workspace.
VMware is working with Zoom Video Communications, Inc. to enable a better and more secure collaboration experience for hybrid work environments. The effort will deliver interoperability between VMware Anywhere Workspace and the Zoom collaboration platform to further improve ease of use, application and network performance and security.
VMware and Vapor IO announced they are building a Multi-Cloud Services Grid that integrates the VMware Telco Cloud Platform with Vapor IO’s Kinetic Grid platform, designed to greatly simplify and lower the costs of deploying distributed 5G systems and real-time applications.



Cohere Technologies and VMware are developing an open radio access network (O-RAN) solution to help communications service providers improve network and spectrum efficiencies and deliver new and differentiated services and experiences for their customers.
VMware announced expanded SaaS innovations to VMware Horizon, the company’s industry-leading virtual desktop infrastructure (VDI) and Desktop-as-a-Service (DaaS) platform. These new capabilities will make it easier for IT organizations to manage Horizon deployments wherever they may be, on-premises or in the cloud.
VMware received further recognition from leading industry analysts:
VMware was positioned as a Leader in “The Forrester Wave™: Endpoint Security Software As A Service, Q2 2021.”1
IDC ranked VMware No. 1 in worldwide IT automation and configuration management (ITACM) 2020 Market Share.2
IDC ranked VMware No. 1 in software-defined compute for 2020 market share.3

1 Forrester, Chris Sherman, The Forrester Wave™: Endpoint Security Software As A Service, Q2, 2021, May 13, 2021
2 IDC, “Worldwide IT Automation and Configuration Management Software Market Shares, 2020: Moderate Growth Amid Pandemic Disruption,” doc #US47758721, June 2021
3 IDC, “Worldwide Software-Defined Compute Software Market Shares, 2020: Growth Shifts to Containers,” doc #US47298521, June 2021

The company will host a conference call today at 1:30 p.m. PT/ 4:30 p.m. ET to review financial results and business outlook. A live web broadcast of the event will be available on the VMware investor relations website at http://ir.vmware.com. Slides will accompany the web broadcast. The replay of the webcast and slides will be available on the website for two months. In addition, six quarters of historical data for unearned revenue will also be made available at http://ir.vmware.com in conjunction with the conference call.

# # #
About VMware
VMware software powers the world’s complex digital infrastructure. The company’s cloud, app modernization, networking, security, and digital workspace offerings help customers deliver any application on any cloud across any device. Headquartered in Palo Alto, California, VMware is committed to being a force for good, from its breakthrough technology innovations to its global impact. For more information, please visit https://www.vmware.com/company.html

Additional Information
VMware’s website is located at www.vmware.com, and its investor relations website is located at http://ir.vmware.com. VMware’s goal is to maintain the investor relations website as a portal through which investors can easily find or navigate to pertinent information about VMware, all of which is made available free of charge. The additional information includes: materials that VMware files with the SEC; announcements of investor conferences, speeches and events at which its executives talk about its products, services and competitive strategies; webcasts of its quarterly earnings calls, investor conferences and events (archives of which are also available for a limited time); additional information on its financial metrics, including reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures; press releases on quarterly earnings, product and service announcements, legal developments and international news; corporate governance information; other news, blogs and announcements that VMware may post from time to time that investors may find useful or interesting; and opportunities to sign up for email alerts and RSS feeds to have information pushed in real time.

VMware, Anywhere Workspace, Carbon Black and Horizon are registered trademarks or trademarks of VMware, Inc. or its subsidiaries in the United States and other jurisdictions. All other marks and names mentioned herein may be trademarks of their respective organizations.

Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to VMware’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled “About Non-GAAP Financial Measures.”




Annual Recurring Revenue (“ARR”)
ARR represents the annualized value of our committed customer subscription and SaaS contracts as of the end of the reporting period, assuming any contract that expires during the next 12 months is renewed on its existing terms. For consumption-based offerings, ARR represents the annualized quarterly revenue based on revenue recognized for the current reporting period. We use ARR as one of our operating measures to assess the health and trajectory of our subscription and SaaS business. ARR should be viewed independently of revenue and unearned revenue as ARR is a performance metric and is not intended to be a substitute for, or combined with, any of these items.

Forward-Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding the proposed spin-off from Dell; customer trends; and the expected benefits to customers of partnerships, products, solutions and service offerings. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (1) the delay or failure to consummate the spin-off from Dell Technologies; (2) the impact of the COVID-19 pandemic on our operations, financial condition, our customers, the business environment and the global and regional economies; (3) adverse changes in general economic or market conditions; (4) delays or reductions in consumer, government and information technology spending; (5) competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into the virtualization software and cloud, end user and mobile computing, modern applications and security industries, as well as new product and marketing initiatives by VMware’s competitors; (6) the ability to successfully integrate into VMware acquired companies and assets and smoothly transition services related to divested assets from VMware; (7) rapid technological changes in the virtualization software and cloud, end user, security, modern applications and mobile computing industries; (8) VMware’s customers’ ability to transition to new products, platforms, services, solutions and computing strategies in such areas as containerization, modern applications, intrinsic security and networking, cloud, digital workspaces, virtualization and the software defined data center, and the uncertainty of their acceptance of emerging technology; (9) VMware’s ability to enter into, maintain and extend strategically effective partnerships, collaborations and alliances; (10) the continued risk of litigation and regulatory actions; (11) VMware’s ability to protect its proprietary technology; (12) changes to product and service development timelines; (13) VMware’s relationship with Dell Technologies and Dell’s ability to control matters requiring stockholder approval, including the election of VMware’s board members and matters relating to Dell’s investment in VMware; (14) VMware’s ability to attract and retain highly qualified employees; (15) the ability of VMware to utilize our relationship with Dell to leverage go-to-market and product development activities; (16) risks associated with cyber-attacks, information security and data privacy; (17) disruptions resulting from key management changes; (18) risks associated with international sales such as fluctuating currency exchange rates and increased trade barriers; (19) changes in VMware’s financial condition; (20) geopolitical changes such as Brexit and increased tariffs and trade barriers that could adversely impact our non-U.S. sales; (21) the ability of VMware to adapt our offerings, business operations and go-to-market activities to changes in how customers consume information technology resources, such as through subscription and SaaS offerings; and (22) other business effects, including those related to industry, market, economic, political, regulatory and global health conditions. These forward-looking statements are made as of the date of this press release, are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including VMware’s most recent reports on Form 10-K and Form 10-Q and current reports on Form 8- K that we may file from time to time, which could cause actual results to vary from expectations. VMware assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.

Contacts:

Paul Ziots
VMware Investor Relations
pziots@vmware.com
650-427-3267

Michael Thacker
VMware Global PR
mthacker@vmware.com
650-427-4454


VMware, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
Three Months Ended Six Months Ended
July 30, July 31, July 30, July 31,
2021 2020 2021 2020
Revenue:
License $ 738  $ 719  $ 1,384  $ 1,379 
Subscription and SaaS 776  631  1,516  1,204 
Services 1,624  1,525  3,232  3,026 
Total revenue 3,138  2,875  6,132  5,609 
Operating expenses(1):
Cost of license revenue 37  35  75  74 
Cost of subscription and SaaS revenue 170  132  327  258 
Cost of services revenue 352  321  689  639 
Research and development 775  679  1,483  1,344 
Sales and marketing 1,023  897  1,981  1,814 
General and administrative 256  277  492  523 
Realignment —  — 
Operating income 525  534  1,084  953 
Investment income
Interest expense (49) (55) (99) (104)
Other income (expense), net 15  (19)
Income before income tax 480  495  967  864 
Income tax provision 69  48  131  31 
Net income $ 411  $ 447  $ 836  $ 833 
Net income per weighted-average share, basic for Classes A and B $ 0.98  $ 1.06  $ 1.99  $ 1.99 
Net income per weighted-average share, diluted for Classes A and B $ 0.97  $ 1.06  $ 1.98  $ 1.97 
Weighted-average shares, basic for Classes A and B 419,355  420,031  419,235  419,208 
Weighted-average shares, diluted for Classes A and B 422,802  423,050  422,419  422,428 
__________
(1) Includes stock-based compensation as follows:
Cost of license revenue $ —  $ —  $ $
Cost of subscription and SaaS revenue 11 
Cost of services revenue 24  26  49  48 
Research and development 150  132  277  257 
Sales and marketing 81  88  153  159 
General and administrative 33  42  64  91 



VMware, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
July 30, January 29,
2021 2021
ASSETS
Current assets:
Cash and cash equivalents $ 5,855  $ 4,692 
Short-term investments 82  23 
Accounts receivable, net of allowance of $4 and $5 1,718  1,929 
Due from related parties, net 915  1,438 
Other current assets 604  530 
Total current assets 9,174  8,612 
Property and equipment, net 1,373  1,334 
Other assets 2,678  2,697 
Deferred tax assets 5,785  5,781 
Intangible assets, net 856  993 
Goodwill 9,598  9,599 
Total assets $ 29,464  $ 29,016 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 220  $ 131 
Accrued expenses and other 2,176  2,382 
Unearned revenue 5,879  5,873 
Total current liabilities 8,275  8,386 
Note payable to Dell 270  270 
Long-term debt 4,721  4,717 
Unearned revenue 4,459  4,441 
Income tax payable 768  805 
Operating lease liabilities 912  891 
Other liabilities 439  455 
Total liabilities 19,844  19,965 
Contingencies
Stockholders’ equity:
Class A common stock, par value $0.01; authorized 2,500,000 shares; issued and outstanding 111,753 and 112,082 shares
Class B convertible common stock, par value $0.01; authorized 1,000,000 shares; issued and outstanding 307,222 shares
Additional paid-in capital 1,716  1,985 
Accumulated other comprehensive loss (3) (5)
Retained earnings 7,903  7,067 
Total stockholders’ equity 9,620  9,051 
Total liabilities and stockholders’ equity $ 29,464  $ 29,016 



VMware, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
Three Months Ended Six Months Ended
July 30, July 31, July 30, July 31,
2021 2020 2021 2020
Operating activities:
Net income $ 411  $ 447  $ 836  $ 833 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 275  252  544  496 
Stock-based compensation 293  293  555  565 
Deferred income taxes, net 17  (98) (31) (196)
Unrealized (gain) loss on equity securities, net (1) —  34  (6)
(Gain) Loss on disposition of assets, revaluation and impairment, net
Loss on extinguishment of debt —  — 
Other (2)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable (189) (432) 206  (79)
Other current assets and other assets (229) (173) (390) (345)
Due to/from related parties, net (162) (130) 522  560 
Accounts payable 21  70  11 
Accrued expenses and other liabilities 412  455  (218) 207 
Income taxes payable (110) (66) (29) (51)
Unearned revenue 138  139  24  86 
Net cash provided by operating activities 864  719  2,130  2,094 
Investing activities:
Additions to property and equipment (87) (76) (157) (163)
Sales of investments in equity securities 26  —  34  — 
Purchases of strategic investments (6) (6) (7) (11)
Proceeds from disposition of assets 18  21 
Business combinations, net of cash acquired, and purchases of intangible assets (6) (296) (15) (335)
Net cash used in investing activities (72) (360) (144) (488)
Financing activities:
Proceeds from issuance of common stock 36  139  142 
Net proceeds from issuance of long-term debt —  (5) —  1,979 
Repayment of current portion of long-term debt —  (1,257) —  (1,257)
Repurchase of common stock (358) (130) (729) (311)
Shares repurchased for tax withholdings on vesting of restricted stock (186) (161) (242) (276)
Payment to acquire non-controlling interests —  (91) —  (91)
Principal payments on finance lease obligations (1) (1) (2) (1)
Net cash provided by (used in) financing activities (537) (1,609) (834) 185 
Effect of exchange rate changes on cash, cash equivalents and restricted cash —  —  — 
Net increase (decrease) in cash, cash equivalents and restricted cash 255  (1,249) 1,152  1,791 
Cash, cash equivalents and restricted cash at beginning of the period 5,667  6,071  4,770  3,031 
Cash, cash equivalents and restricted cash at end of the period $ 5,922  $ 4,822  $ 5,922  $ 4,822 
Supplemental disclosures of cash flow information:
Cash paid for interest $ 50  $ 17  $ 97  $ 91 
Cash paid for taxes, net 166  206  204  282 
Non-cash items:
Changes in capital additions, accrued but not paid $ $ (1) $ 11  $ (7)


VMware, Inc.
GROWTH IN REVENUE PLUS SEQUENTIAL CHANGE IN UNEARNED REVENUE
(in millions)
(unaudited)
Growth in Total Revenue Plus Sequential Change in Unearned Revenue
Three Months Ended
July 30, July 31,
2021 2020
Total revenue, as reported $ 3,138  $ 2,875 
Sequential change in unearned revenue(1)
138  167 
Total revenue plus sequential change in unearned revenue $ 3,276  $ 3,042 
Change (%) over prior year, as reported %
Growth in License and Subscription and SaaS Revenue Plus Sequential Change in Unearned License and Subscription and SaaS Revenue
Three Months Ended
July 30, July 31,
2021 2020
Total license and subscription and SaaS revenue, as reported $ 1,514  $ 1,350 
Sequential change in unearned license and subscription and SaaS revenue(2)
148  36 
Total license and subscription and SaaS revenue plus sequential change in unearned license and subscription and SaaS revenue $ 1,662  $ 1,386 
Change (%) over prior year, as reported 20  %
__________
(1) Consists of the change in total unearned revenue from the preceding quarter. Total unearned revenue consists of current and non-current unearned revenue amounts presented in the consolidated balance sheets. 
(2) Consists of the change in unearned license and subscription and SaaS revenue from the preceding quarter. 
REMAINING PERFORMANCE OBLIGATIONS
(in millions)
(unaudited)
Growth in Remaining Performance Obligations
July 30, July 31,
2021 2020
Remaining performance obligations(3)
$ 11,201  $ 10,335 
Change (%) over prior year %
Remaining performance obligations, current(4)
$ 6,249  $ 5,625 
Change (%) over prior year 11  %
__________
(3) Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance obligations include unearned revenue, multi-year contracts with future installment payments and certain unfulfilled orders against accepted customer contracts at the end of any given period.
(4) Current remaining performance obligations represent the amount expected to be recognized as revenue over the next twelve months.


VMware, Inc.
SUPPLEMENTAL UNEARNED REVENUE SCHEDULE
(in millions)
(unaudited)
July 30, April 30, January 29, October 30, July 31, May 1,
2021 2021 2021 2020 2020 2020
Unearned revenue as reported:
License $ 20  $ 16  $ 15  $ 11  $ 11  $ 15 
Subscription and SaaS 2,208  2,064  1,998  1,596  1,619  1,579 
Services
Software maintenance 6,916  6,957  7,092  6,574  6,696  6,611 
Professional services 1,194  1,163  1,209  1,054  1,059  1,013 
Total unearned revenue $ 10,338  $ 10,200  $ 10,314  $ 9,235  $ 9,385  $ 9,218 



VMware, Inc.
RECONCILIATION OF GAAP TO NON-GAAP DATA
For the Three Months Ended July 30, 2021
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
GAAP Stock-Based
Compensation
Employer
Payroll Taxes
on Employee
Stock Transactions
Intangible
Amortization
Acquisition, Disposition
and Other
Items
Tax
Adjustment
(1)
Non-GAAP
As Adjusted
(2)
Operating expenses:
Cost of license revenue $ 37  —  —  (10) —  —  $ 27 
Cost of subscription and SaaS revenue $ 170  (5) —  (43) —  —  $ 121 
Cost of services revenue $ 352  (24) (1) —  —  —  $ 326 
Research and development $ 775  (150) (1) (2) —  —  $ 622 
Sales and marketing $ 1,023  (81) (3) (22) —  —  $ 919 
General and administrative $ 256  (33) (1) —  (23) —  $ 199 
Operating income $ 525  293  77  23  —  $ 924 
Operating margin(2)
16.7  % 9.3  % 0.2  % 2.4  % 0.7  % —  29.4  %
Other income (expense), net(3)
$ —  —  —  —  $
Income before income tax $ 480  293  77  24  —  $ 880 
Income tax provision $ 69  71  $ 141 
Tax rate(2)
14.4  % 16.0  %
Net income $ 411  293  77  24  (71) $ 739 
Net income per weighted-average share, diluted for Classes A and B(2)(4)
$ 0.97  $ 0.69  $ 0.02  $ 0.18  $ 0.06  $ (0.17) $ 1.75 
__________
(1) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above as well as significant tax adjustments. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses, changes to our corporate structure and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.
(2) Totals may not sum, due to rounding. Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.
(3) Non-GAAP adjustment to other income (expense), net includes gains or losses on investments in equity securities, whether realized or unrealized.
(4) Calculated based upon 422,802 diluted weighted-average shares for Classes A and B.


VMware, Inc.
RECONCILIATION OF GAAP TO NON-GAAP DATA
For the Three Months Ended July 31, 2020
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
GAAP Stock-Based
Compensation
Employer
Payroll Taxes
on Employee
Stock Transactions
Intangible
Amortization
Acquisition, Disposition
and Other
Items
Tax
Adjustment
(1)
Non-GAAP
As Adjusted
(2)
Operating expenses:
Cost of license revenue $ 35  —  —  (9) —  —  $ 25 
Cost of subscription and SaaS revenue $ 132  (5) —  (48) —  —  $ 79 
Cost of services revenue $ 321  (26) —  —  —  —  $ 294 
Research and development $ 679  (132) (1) —  (1) —  $ 545 
Sales and marketing $ 897  (88) (3) (24) —  —  $ 784 
General and administrative $ 277  (42) —  —  (37) —  $ 198 
Operating income $ 534  293  81  38  —  $ 950 
Operating margin(2)
18.6  % 10.2  % 0.1  % 2.8  % 1.3  % —  33.0  %
Other income (expense), net(3)
$ 15  —  —  —  —  $ 16 
Income before income tax $ 495  293  81  39  —  $ 912 
Income tax provision $ 48  98  $ 146 
Tax rate(2)
9.8  % 16.0  %
Net income $ 447  293  81  39  (98) $ 766 
Net income per weighted-average share, diluted for Classes A and B(2)(4)
$ 1.06  $ 0.69  $ 0.01  $ 0.19  $ 0.09  $ (0.23) $ 1.81 
__________
(1) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above as well as significant tax adjustments. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses, changes to our corporate structure and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.
(2) Totals may not sum, due to rounding. Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.
(3) Non-GAAP adjustment to other income (expense), net includes gains or losses on investments in equity securities, whether realized or unrealized.
(4) Calculated based upon 423,050 diluted weighted-average shares for Classes A and B.


VMware, Inc.
RECONCILIATION OF GAAP TO NON-GAAP DATA
For the Six Months Ended July 30, 2021
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
GAAP Stock-Based
Compensation
Employer
Payroll Taxes
on Employee
Stock Transactions
Intangible
Amortization
Realignment
Charges
Acquisition, Disposition
and Other
Items
Tax
Adjustment
(1)
Non-GAAP
As Adjusted
(2)
Operating expenses:
Cost of license revenue $ 75  (1) —  (20) —  —  —  $ 54 
Cost of subscription and SaaS revenue $ 327  (11) —  (85) —  —  —  $ 231 
Cost of services revenue $ 689  (49) (1) —  —  —  —  $ 639 
Research and development $ 1,483  (277) (1) (4) —  —  —  $ 1,200 
Sales and marketing $ 1,981  (153) (4) (45) —  —  —  $ 1,779 
General and administrative $ 492  (64) (1) —  —  (45) —  $ 383 
Realignment $ —  —  —  (1) —  —  $ — 
Operating income $ 1,084  555  154  45  —  $ 1,846 
Operating margin(2)
17.7  % 9.1  % 0.1  % 2.5  % —  % 0.7  % —  30.1  %
Other income (expense), net(3)
$ (19) —  —  —  —  36  —  $ 17 
Income before income tax $ 967  555  154  81  —  $ 1,765 
Income tax provision $ 131  152  $ 282 
Tax rate(2)
13.5  % 16.0  %
Net income $ 836  555  154  81  (152) $ 1,483 
Net income per weighted-average share, diluted for Classes A and B(2)(4)
$ 1.98  $ 1.31  $ 0.02  $ 0.36  $ —  $ 0.19  $ (0.36) $ 3.51 
__________
(1) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above as well as significant tax adjustments. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses, changes to our corporate structure and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.
(2) Totals may not sum, due to rounding. Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.
(3) Non-GAAP adjustment to other income (expense), net includes gains or losses on investments in equity securities, whether realized or unrealized.
(4) Calculated based upon 422,419 diluted weighted-average shares for Classes A and B.



VMware, Inc.
RECONCILIATION OF GAAP TO NON-GAAP DATA
For the Six Months Ended July 31, 2020
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
GAAP Stock-Based
Compensation
Employer
Payroll Taxes
on Employee
Stock Transactions
Intangible
Amortization
Realignment
Charges
Acquisition, Disposition
and Other Items
Tax
Adjustment
(1)
Non-GAAP
As Adjusted
(2)
Operating expenses:
Cost of license revenue $ 74  (1) —  (21) —  —  —  $ 52 
Cost of subscription and SaaS revenue $ 258  (9) —  (89) —  —  —  $ 160 
Cost of services revenue $ 639  (48) (1) (1) —  —  —  $ 589 
Research and development $ 1,344  (257) (1) (1) —  (1) —  $ 1,085 
Sales and marketing $ 1,814  (159) (3) (49) —  (2) —  $ 1,600 
General and administrative $ 523  (91) (1) —  —  (76) —  $ 355 
Realignment $ —  —  —  (4) —  —  $ — 
Operating income $ 953  565  161  79  —  $ 1,768 
Operating margin(2)
17.0  % 10.1  % 0.1  % 2.9  % 0.1  % 1.4  % —  31.5  %
Other income (expense), net(3)
$ —  —  —  —  (6) —  $
Income before income tax $ 864  565  161  73  —  $ 1,674 
Income tax provision $ 31  237  $ 268 
Tax rate(2)
3.5  % 16.0  %
Net income $ 833  565  161  73  (237) $ 1,406 
Net income per weighted-average share, diluted for Classes A and B(2)(4)
$ 1.97  $ 1.34  $ 0.01  $ 0.38  $ 0.01  $ 0.17  $ (0.56) $ 3.33 
__________
(1) Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures presented above as well as significant tax adjustments. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses, changes to our corporate structure and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.
(2) Totals may not sum, due to rounding. Operating margin, tax rate and net income per weighted average share information are calculated based upon the respective underlying, non-rounded data.
(3) Non-GAAP adjustment to other income (expense), net includes gains or losses on investments in equity securities, whether realized or unrealized.
(4) Calculated based upon 422,428 diluted weighted-average shares for Classes A and B.



VMware, Inc.
REVENUE BY TYPE
(in millions)
(unaudited)
Three Months Ended Six Months Ended
July 30, July 31, July 30, July 31,
2021 2020 2021 2020
Revenue:
License $ 738  $ 719  $ 1,384  $ 1,379 
Subscription and SaaS 776  631  1,516  1,204 
Total license and subscription and SaaS 1,514  1,350  2,900  2,583 
Services:
Software maintenance 1,336  1,270  2,657  2,515 
Professional services 288  255  575  511 
Total services 1,624  1,525  3,232  3,026 
Total revenue $ 3,138  $ 2,875  $ 6,132  $ 5,609 
Percentage of revenue:
License 23.5  % 25.0  % 22.6  % 24.6  %
Subscription and SaaS 24.7  % 22.0  % 24.7  % 21.4  %
Total license and subscription and SaaS 48.2  % 47.0  % 47.3  % 46.0  %
Services:
Software maintenance 42.6  % 44.2  % 43.3  % 44.8  %
Professional services 9.2  % 8.8  % 9.4  % 9.2  %
Total services 51.8  % 53.0  % 52.7  % 54.0  %
Total revenue 100.0  % 100.0  % 100.0  % 100.0  %


VMware, Inc.
REVENUE BY GEOGRAPHY
(in millions)
(unaudited)
Three Months Ended Six Months Ended
July 30, July 31, July 30, July 31,
2021 2020 2021 2020
Revenue:
United States $ 1,539  $ 1,439  $ 3,005  $ 2,802 
International 1,599  1,436  3,127  2,807 
Total revenue $ 3,138  $ 2,875  $ 6,132  $ 5,609 
Percentage of revenue:
United States 49.1  % 50.0  % 49.0  % 50.0  %
International 50.9  % 50.0  % 51.0  % 50.0  %
Total revenue 100.0  % 100.0  % 100.0  % 100.0  %


VMware, Inc.
RECONCILIATION OF GAAP CASH FLOWS FROM OPERATING ACTIVITIES
TO FREE CASH FLOWS
(A NON-GAAP FINANCIAL MEASURE)
(in millions)
(unaudited)
Three Months Ended Six Months Ended
July 30, July 31, July 30, July 31,
2021 2020 2021 2020
GAAP cash flows from operating activities $ 864  $ 719  $ 2,130  $ 2,094 
Capital expenditures (87) (76) (157) (163)
Free cash flows $ 777  $ 643  $ 1,973  $ 1,931 



VMware, Inc.
About Non-GAAP Financial Measures

To provide investors and others with additional information regarding VMware’s results, VMware has disclosed in this earnings release the following non-GAAP financial measures: non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share and free cash flow. VMware has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. These non-GAAP financial measures, other than free cash flow, differ from GAAP in that they exclude stock-based compensation, employer payroll taxes on employee stock transactions, amortization of acquired intangible assets, realignment charges, acquisition, disposition and other items, and discrete items that impacted our GAAP tax rate, each as discussed below. Our non-GAAP financial measures also reflect the application of our non-GAAP tax rate. Free cash flow differs from GAAP cash flow from operating activities with respect to the treatment of capital expenditures.

VMware’s management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, to calculate bonus payments and to evaluate VMware’s financial performance, the performance of its individual functional groups and the ability of operations to generate cash. Management believes these non-GAAP financial measures reflect VMware’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in VMware’s business, as they exclude charges and gains that are not reflective of ongoing operating results. Management also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating VMware’s operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. Additionally, management believes information regarding free cash flow provides investors and others with an important perspective on the cash available to make strategic acquisitions and investments, to repurchase shares, to fund ongoing operations and to fund other capital expenditures.

Management believes these non-GAAP financial measures are useful to investors and others in assessing VMware’s operating performance due to the following factors:

Stock-based compensation. Stock-based compensation is generally fixed at the time the stock-based instrument is granted and amortized over a period of several years. Although stock-based compensation is an important aspect of the compensation of VMware’s employees and executives, the expense for the fair value of the stock-based instruments VMware utilizes may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards. Management believes it is useful to exclude stock-based compensation in order to better understand the long-term performance of VMware’s core business.

Employer payroll taxes on employee stock transactions. The amount of employer payroll taxes on stock-based compensation is dependent on VMware’s stock price and other factors that are beyond VMware’s control and do not correlate to the operation of the business.

Amortization of acquired intangible assets. A portion of the purchase price of VMware’s acquisitions is generally allocated to intangible assets, such as intellectual property, and is subject to amortization. However, VMware does not acquire businesses on a predictable cycle. Additionally, the amount of an acquisition’s purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition. Therefore, VMware believes that the presentation of non-GAAP financial measures that adjust for the amortization of intangible assets provides investors and others with a consistent basis for comparison across accounting periods.

Realignment charges. Realignment charges include workforce reductions, asset impairments, losses on asset disposals and costs to exit facilities. VMware’s management believes it is useful to exclude these items, when significant, as they are not reflective of VMware’s core business and operating results.

Acquisition, disposition and other items. As VMware does not acquire or dispose of businesses on a predictable cycle and the terms of each transaction can vary significantly and are unique to each transaction, VMware believes it is useful to exclude acquisition, disposition and other items when looking for a consistent basis for comparison across accounting periods. These items include:
Direct costs of acquisitions and dispositions, such as transaction and advisory fees.
Costs associated with integrating acquired businesses.
Accruals for the portion of merger consideration payable in installments that may be paid in cash or VMware stock, at the option of VMware.
Gains or losses on investments in equity securities, whether realized or unrealized.


VMware, Inc.
Charges recognized for non-recoverable strategic investments or gains recognized on the disposition of strategic investments.
Gains or losses on sale or disposal of distinct lines of business or product offerings, or transactions with features similar to discontinued operations, including recoveries or charges recognized to adjust the fair value of assets that qualify as “held for sale.”

Certain litigation and other contingencies. VMware, from time to time, may incur charges or benefits that are outside of the ordinary course of VMware’s business related to litigation and other contingencies. VMware believes it is useful to exclude such charges or benefits because it does not consider such amounts to be part of the ongoing operation of VMware’s business and because of the singular nature of the claims underlying such matters.

Tax adjustment. Non-GAAP financial information for the quarter is adjusted for a tax rate equal to VMware’s annual estimated tax rate on non-GAAP income. This rate is based on VMware’s estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating VMware’s non-GAAP income as well as significant tax adjustments. VMware’s estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that VMware management believes materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses, changes to our corporate structure and other significant events. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to VMware’s estimated annual tax rates as described above, the estimated tax rate on non-GAAP income may differ from the GAAP tax rate and from VMware’s actual tax liabilities.

Additionally, VMware’s management believes that the non-GAAP financial measure of free cash flow is meaningful to investors because management reviews cash flow generated from operations after taking into consideration capital expenditures due to the fact that these expenditures are considered to be a necessary component of ongoing operations.

The use of non-GAAP financial measures has certain limitations because they do not reflect all items of income and expense that affect VMware’s operations. Specifically, in the case of stock-based compensation, if VMware did not pay out a portion of its compensation in the form of stock-based compensation and related employer payroll taxes, the cash salary expense included in operating expenses would be higher, which would affect VMware’s cash position. VMware compensates for these limitations by reconciling the non-GAAP financial measures to the most comparable GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP and should not be considered measures of VMware’s liquidity. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited.
Management encourages investors and others to review VMware’s financial information in its entirety and not rely on a single financial measure.